FOUNDED 1868

THE INVESTMENT COMPANY PLC

REGISTERED No. 4205 ENGLAND AND WALES

REPORT AND ACCOUNTS

for the year ended 30 June 2019

Directors and Advisers	1
Strategic Report:
Summary of Results	2
Financial Calendar	2
Chairman's Statement	3
Investment Manager's Report	5
Twenty Largest Investments	7
Corporate Summary	9
Principal Risks and Uncertainties	10
Governance:
Directors' Report	13
Corporate Governance Statement	19
Audit Committee Report	23
Directors' Remuneration Report	25
Statement of Directors' Responsibilities	29
Independent Auditors' Report to the Members	31
Company and Group Accounts:
Consolidated Statement of Comprehensive Income	37
Consolidated Statement of Changes in Equity	38
Company Statement of Changes in Equity	39
Consolidated Balance Sheet	40
Company Balance Sheet	41
Consolidated and Company Cash Flow Statements	42
Notes to the Financial Statements	43
Notice of Annual General Meeting	65

DIRECTORS AND ADVISERS

The Investment Company Plc (the "Company") is an investment trust quoted on the London Stock Exchange ("LSE").

DIRECTORS (all non-executive)

I. R. Dighé (Chairman) was appointed as Chairman on 6 July 2018. He has significant listed company experience, particularly in the investment banking, corporate broking, asset management and closed end funds sectors. He was a cofounder of Bridgewell Group plc and was Chairman of Miton Group plc from February 2011, overseeing the successful refinancing and subsequent growth of the group. He retired from the Miton board in December 2017.

T. M. Metcalfe was appointed to the Board on 6 July 2018. He is an experienced corporate financier, having spent over 20 years working at Robert Fleming & Co., N M Rothschild, Westhouse Securities, and Northland Capital Partners and was Joint CEO of Zeus Capital, prior to being the co-founder, in 2015, of IFC Advisory, an investor relations and financial PR adviser to small and mid-cap companies.

M. H. W. Perrin (Audit Committee Chairman) was appointed to the Board in June 2013. He is a non-executive director of Fiske plc. He is a Chartered Accountant and Chartered Wealth Manager and has wide international experience of operations and finance in both the regulated financial services and in industry.

ADVISERS

Secretary, Administrator and Registered Office Independent Auditors

Maitland Administration Services Limited PKF Littlejohn LLP Hamilton Centre Statutory Auditor Rodney Way 15 Westferry Circus Chelmsford CM1 3BY London E14 4HD Telephone: 01245 398950

Investment Manager Equiniti Limited

Fiske plc Aspect House Salisbury House Spencer Road London Wall Lancing London EC2M 5QS West Sussex BN99 6DA Telephone: 020 7448 4700 Telephone: 0371 384 2030 Website: www.fiskeplc.com Website: shareview.co.uk

Broker

Shore Capital Group Limited 57 St James's Street London SW1A 1LD

Registrar

STRATEGIC REPORT

SUMMARY OF RESULTS

	At 30 June 2019	At 30 June 2018	Change %
Equity shareholders' funds	16,620,311	17,334,093	(4.12)%
Number of ordinary shares in issue	4,772,049	4,772,049	–
Net asset value ("NAV") per ordinary share	348.28p	363.24p	(4.12)%
Ordinary share price (mid)	298.00p	331.00p	(9.97)%
Discount to NAV	14.44%	8.88%	–
	At 30 June 2019	At 30 June 2018
Total return per ordinary share*	3.24p	12.27p
Dividends paid/declared per ordinary share	16.25p	20.70p

* The total return per ordinary share is based on total comprehensive income after taxation as detailed in the Consolidated Statement of Comprehensive Income and in note 6 and is shown to enable comparison with other investment trust companies.

FINANCIAL CALENDAR

November	Payment of quarterly interim dividend.
December	Annual General Meeting.
February	Payment of quarterly interim dividend.
February/March	Announcement of Half-Yearly Financial Report.
May	Payment of quarterly interim dividend.
August	Payment of quarterly interim dividend.
October	Announcement of Annual Results.

CHAIRMAN'S STATEMENT

This statement covers the year to 30 June 2019.

Following a change of Investment Manager in February 2018, and changes to the composition of the Board in July 2018, there has now been substantially a full year of the Company under new management. In this period there have been several substantive changes in portfolio, costs and dividends.

Overall impact on NAV

I am mindful of the fact that I am reporting a decline in both the net asset value ("NAV") and share price over the last year.

Between 30 June 2018 and 30 June 2019 the FTSE All Share Index fell by 3.5%. During the same period, the Company's portfolio outturn was also a fall of 3.45%.

	Year to June 2019		Year to June 2018
	Pence per share	%	Pence per share	%
Opening net assets	363.24	100.00	371.68	100.00
Portfolio outturn	(12.53)	-3.45	2.11	0.57
Investment income	24.19	6.66	20.04	5.39
Expenses paid	(8.63)	-2.37	(9.89)	-2.66
Dividends paid	(17.99)	-4.95	(20.70)	-5.57
Closing net assets	348.28	-4.12	363.24	-2.27

The NAV, which has a portfolio invested in both fixed income and equities, was 4.12% lower within that period.

During the year the Company's share price discount to NAV varied between 8.88% and 14.44%. Your board has considered the appropriateness of the Company buying back its shares, but having taken advice does not believe this is currently in the best interests of the Company and its shareholders. Your board will continue to keep this matter under review.

Portfolio Changes

Almost a year ago we, as your new board, set out what we expected of our investment managers. Your investment manager has broadened the number of investments and has invested in a number of new stocks in keeping with the mandate changes initiated earlier in the financial year. There is still much to be done on the legacy portfolio. The creation of wealth through these and other initiatives is taking some time to feed through to our NAV.

The Investment Manager's review of the portfolio is set out fully in the Investment Manager's Report on pages 5 and 6.

Portfolio investments were previously reported as being divided between Investments available for sale, and Investments held at fair value through profit and loss. Your Board has taken advantage of IFRS 9 to now report all Portfolio investments as being held at fair value through profit and loss. We believe that this results in a clearer Statement of Comprehensive Income.

Costs

Total operating costs have reduced from £466,471 in the prior year to £401,168 in the year under review. This is against a background of continuing increasing regulatory and associated costs. Although one can expect costs to rise in the next year, your board continues to pay close attention to minimising such a drag on performance.

Dividends

As highlighted in last year's annual report, your new board is, after consultation with larger shareholders, pursuing a more prudent approach to dividend payments. Our target is to have dividends covered by income net of operating costs. In terms of implementation, the first two dividends paid out during the year were made under the 'old' stance with the result that the total payout during the year to June 2019 was £868,000, being 18.2p per share (June 2018: 20.7p).

Overall, the surplus of income over expenses was £752,636 in the year, which was £115,877 short of covering the dividend paid. The current run rate of 3.75p per quarterly payout amounts to 15p in a full year which would equate to a total of £775,458. Our target is to get portfolio income up to the point where the costs and this dividend are covered.

Outlook and Recommendation

The Company remains small relative to its fixed cost base, and its viability is dependent not just upon performance but also its ability to grow by attracting further capital. My board colleagues and I are wholly committed to exploring all appropriate opportunities that are likely to enhance long term shareholder returns. We remain fully cognisant of the risks to capital in what are proving to be testing markets.

As a board we firmly believe that continuation would be in the best interests of all shareholders as it will enable your new board to continue to explore with confidence new options for the growth of the Company. The Company has put forward an ordinary resolution for the continuation of the Company, and accordingly, your Directors recommend that members vote in favour of continuation.

AGM

The AGM will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 21 November 2019 at 11.30am. I encourage all shareholders to attend.

Finally, your board is grateful for the continued support of our shareholder base as we seek a prosperous future for your Company.

Yours faithfully,

I. R. Dighé Chairman

20 September 2019

INVESTMENT MANAGER'S REPORT

Performance

The twelve months under review was most certainly a year of two halves. The first, from mid-May 2018 to December 2018, was a difficult time for global equity markets with the sell-off reaching fever pitch in the fourth quarter. Weakening global economic growth, the perceived upward trajectory of US interest rates, the trade tariff dispute between the US and China and the ongoing Brexit negotiations all contributed to a period of heightened negative investor sentiment.

December 2018 was recorded as the worst December for global equity markets since 1988. Further still 2018 as a whole became the worst year for equities since the financial crisis of 2008. In January 2019 however, investor sentiment for risk assets changed abruptly. In response to the deterioration in the global economic outlook, the Federal Reserve changed their hawkish position on interest rates to a far more dovish one, hinting at interest rate cuts. This was particularly surprising as in the fourth quarter of 2018 the Federal Reserve had indicated that three separate increases in rates may be required in 2019. This dramatic about-turn provided equity markets with the oxygen required to recover and rise strongly in the first quarter of 2019. Such was the strength of the rally that it all but reversed the losses of the fourth quarter.

During the year to 30 June 2019 the NAV of the Company fell by 4.12% whilst the share price fell by 9.97%. This was the first full reporting year in which Fiske has managed the portfolio and we are largely pleased with the relative progress made in restructuring the portfolio. Over 90% of the combined costs of running the company and paying the dividends are now covered by forecast income receipts. Work remains ongoing to fully cover these costs in the current year.

Portfolio

We introduced a new holding in Standard Life Aberdeen (SLA) which we believe is a deep value situation for patient investors. SLA owns 29% of HDFC Life and the value to SLA of exiting this investment at close to prevailing values would be approximately £2.4 billion or 98 pence per share. It would be likely that a significant proportion of this cash would be returned to shareholders which would subsequently improve the dividend cover. Assets under management are currently £572 billion with plenty of scope to support growing funds and take cost out of mature parts of the fund estate. While we wait for the business restructuring process to be concluded, the shareholders are currently receiving an attractive dividend which, at the time we invested, was equivalent to a yield of around 9%.

Greene King continues to make steady progress and recently announced the arrival of a new Chief Executive, Nick Mackenzie, from Merlin Entertainments. We recently met with the company and believe that they are taking the necessary steps in the evolution of the customer proposition. The shares continue to trade at a significant discount to the NAV, have a yield of over 5%, and are supported by a progressive dividend policy. We believe that with his customer focused experience at Merlin, Nick will drive the digital and consumer focused strategy of the business forward. We are pleased to note that post the end of the period under review, an agreed offer for Greene King plc at 850p per share has been recommended by the Board. This is substantially above the price at which we made the investment in Greene King plc for the Company.

We are encouraged by the progress Emma Walmsley is making at GlaxoSmithKline as she continues to push the company towards becoming a science-led global healthcare company. The aim is to deliver growth and improve shareholder returns through the development of innovative pharmaceutical, vaccine and consumer healthcare products. Zejula, the ovarian cancer treatment, is showing promise and recent comments suggest that it could be used on far more patients than initially anticipated. Furthermore Zejula is also being trialled for the treatment other cancers.

As mentioned in the interim report, the largest corporate exposure in the portfolio is Aggregated Micro Power Holdings ordinary shares. These shares were received following the conversion of our previous holding in Aggregated Micro Power Holdings 8% 2021 Convertible Loan Note. We have started to sell down the holding in Aggregated Micro Power as following the conversion of the preference shares into ordinary shares this holding is not paying a dividend.

The Company benefitted from the liquidation of the Whitnash 5% preference share where it received £641,000 in cash. Moreover, there is a possibility of a return of capital and income with respect to the Whitnash 6.5% preference share.

In the fixed interest part of the portfolio we have added two new names in the last six months, namely CYBG 8% Perpetual and Punch Taverns Finance 7.75% 2025 whilst adding selectively to existing holdings. CYBG is the combination of the Clydesdale and Yorkshire banks. It has recently acquired Virgin Money which brings a strong brand to the enlarged group and gives further scope to grow market share in the retail banking sector.

Punch Taverns manages a large pub estate of over 1,000 pubs with most of the properties owned on a freehold basis. The company is owned by Patron Capital Partners, a private equity house with a focus on property related investments. Information on the business is made publicly available to bond holders and shows the business operating well in the current economic climate.

Future Prospects

Little has changed in the world economic backdrop since our interim report. Both bond and equity markets have continued to respond favourably to dovish sentiment emanating from the Federal Reserve and European Central Bank in response to a slowdown in global growth rates.

Brexit continues to dominate the UK political commentary and its consequential effects on sterling are apparent.

Overall, the UK market remains very attractively priced against the rest of the world. We maintain the view that, unless a global recession takes hold, the historically low yields on government bonds offer very little scope for capital appreciation. A resolution to Brexit in our opinion will remove some uncertainty and in doing so will provide international investors more reason to invest in UK assets.

M. Foster, J. Harrison & J. Dieppe Fiske plc 20 September 2019

TWENTY LARGEST INVESTMENTS

At 30 June 2019

Stock	Number	Book cost £	Market or Directors' valuation £	% of total portfolio
1. GlaxoSmithKline
Ordinary 25p^	41,450	607,354	653,501	4.14%
2. Newcastle Building Society
3.849% sub notes 23/12/19 (variable)	600,000	405,438	596,292	3.78%
3. Phoenix Group
Ordinary 10p^	82,245	536,954	583,035	3.70%
4. 600 Group
8% cov loan notes 14/02/20	500,000	500,000	540,455	3.43%
20p Warrants	2,500,000	–	–	0.00%
		500,000	540,455	3.43%
5. Standard Life Aberdeen
Ordinary 13.9683p^	169,000	405,553	497,705	3.15%
6. Nationwide Building Society
10.25% core capital deferred shares (variable)	3,100	490,536	466,218	2.95%
7. Unilever
Ordinary 3.11p^	9,500	373,118	464,978	2.95%
8. The Fishguard & Rosslare Railways and
Harbours Company 2.45% guaranteed preference stock	790,999	441,809	458,779	2.91%

9. National Westminster Bank
9% non-cumulative irredeemable preference	300,000	217,752	450,600	2.86%
10. National Grid
Ordinary 11.395p^	53,900	433,101	450,496	2.86%

^ Issues with unrestricted voting rights.

TWENTY LARGEST INVESTMENTS

At 30 June 2019

		8,303,123	9,377,277	59.44%
7.75% 30/12/25	400,000	397,408	389,500	2.47%

				2.52%
Ordinary 97.89p^	20,000	399,179	409,400	2.59%
6.5% 31/05/21	410,000	400,497	410,759	2.60%
7.5% 15/03/24	400,000	409,099	419,060	2.66%
Ordinary 10p^	43,000	410,263	425,786	2.70%
		247,893	437,563	2.77%
5.4% cum pref £1 6% cum pref £1	256,065 213,510	144,049 103,844	230,458 207,105	1.46% 1.31%

				2.77%
8% variable perpetual	450,000	415,497	437,904	2.78%
8% conv loan notes 29/12/21	450,000	450,000	450,000	2.85%
Stock	Number	Book cost £	Market or Directors' valuation £	% of total portfolio
	11. Intercede Group 12. CYBG 13. Restaurant Group Ordinary 28.125p^ 14. Amalgamated Metal Corporation 15. WPP 16. EI Group 17. Premier Oil 18. Severn Trent 19. Polar Capital Ordinary 2.5p^ 20. Punch Taverns	332,000 66,500	407,616 354,056	437,576 397,670

^ Issues with unrestricted voting rights.

The Group has a total of 61 portfolio investments holdings in 55 companies.

CORPORATE SUMMARY

Business and management of the Company

The Investment Company plc (the Company) is an investment trust company that has a premium listing on the London Stock Exchange. Its principal activity is portfolio investment. The Company's wholly owned subsidiaries are Abport Limited, an investment dealing company and New Centurion Trust Limited, an inactive investment company (together the Group).

Investment Objective

The Company's investment objective is to provide shareholders with an attractive level of dividends coupled with capital growth over the long term, through investment in a portfolio of equities, preference shares, loan stocks, debentures and convertibles.

Investment Policy

The Company invests in equity and fixed income securities. The equity portion of the portfolio would principally invest in UK quoted companies, with a wide range of market capitalisations, which are anticipated to pay a growing stream of dividends. It is expected that the fixed income securities would include preference shares, loan stocks, convertibles and related instruments and be issued by UK quoted companies with a wide range of market capitalisations. The conversion rights or equity warrants would normally convert into the underlying equity of the quoted company.

Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Company's direct investments, as described below. The Company will not enter into uncovered short positions.

Risk diversification

Portfolio risk is mitigated by investing in a diversified spread of investments. Investments in any one company shall not, at the time of acquisition, exceed 15% of the value of the Company's investment portfolio. In the long term, it is expected that the Company's investments will generally be a portfolio of around 75 or more different securities, most of which will represent individually no more than 5% of the value of the Company's total investment portfolio, as at the time of acquisition.

The Company will not invest more than 10% of its gross assets, at the time of acquisition, in other listed closed-ended investment funds, whether managed by the Investment Manager or not, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed-ended investment funds.

Unquoted investments

The Investment Manager may invest in unquoted fixed income securities from time to time subject to prior Board approval.

Investment strategy

The Company uses a bottom-up investment approach to selecting a diversified portfolio of equity and fixed income securities.

The investment approach can be described as active and universal, as the Company will not seek to replicate any benchmark and will adopt a multicap investment approach within an overall diversified portfolio. Potential investments are assessed against the key criteria, including, yield along with an assessment of the prospects of underlying corporate growth prospects, market positions, calibre of management and risk and financial resilience.

Performance

Details of the Company's performance during the financial year are provided in the Chairman's Statement on pages 3 and 4. The Investment Manager's Report on pages 5 and 6 includes a review of developments during the year as well as information on investment activity within the portfolio.

Dividend Policy

Your Board intends to pay a total dividend of 15p¹ per share during the year ending 30 July 2020. Any growth in net income in future years will be taken into account in assessing dividend levels with a view to gradually growing it going forward.

Total Assets and Net Asset Value

The Group, had total net assets of £16,620,311 and a NAV of 348.28p per ordinary share at 30 June 2019 (2018: £17,334,093 and 363.24p).

Principal Risks and Uncertainties

The management of the business and the execution of the Group's strategy are subject to a number of risks. An assessment of the principal risks to the Company has been carried out, including those that would threaten its business model, future performance, solvency and liquidity.

The UK political risk and continuing uncertainty around Brexit are being closely monitored by the Board and Investment Manager as are its potential impact on the Company, markets and the future relationship between the UK and the EU.

With the exception of the potential risk from Brexit, the Company's principal risks remain unchanged since last year and are set out below, together with how these have been mitigated or managed, where appropriate.

A summary of the risk management and internal control processes can be found in the Corporate Governance Statement on page 21.

The key business risks affecting the Group are:

(i) Investment decisions: the performance of the Group's portfolio is dependent on a number of factors including, but not limited to the quality of initial investment decisions and the strategy and timing of sales;
(ii) Investment valuations: the valuation of the Group's portfolio and opportunities for realisations depend to some extent on stock market conditions and interest rates; and
(iii) Macroeconomic environment for preference shares and prior charge securities: the environment for issuing of new preference shares and prior charge securities determines whether new issues become available, thus affecting the choice and scope of investment opportunities for the Group.

Risk Management

Specific policies for managing risks are summarised below and have been applied throughout the year:

1. Market price risk

The Investment Manager monitors the prices of financial instruments held by the Group on a regular basis. In addition, it is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce risks arising from investment decisions and investment valuations. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. Most of the equity investments held by the Company are listed on the London Stock Exchange.

2. Interest rate risk

In addition to the impact of the general investment climate, interest rate movements may specifically affect the fair value of investments in fixed interest securities. The Investment Manager monitors the applicable interest rates and yields associated with the securities.

1 This is a target and should not be interpreted as a profit or dividend forecast.

3. Liquidity risk

The Group's assets mainly comprise readily realisable quoted securities that can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of overdraft facilities.

Additional risks and uncertainties include:

Credit risk: the failure of a counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss. Normal delivery versus payment practice and review of counterparties and custodians by the Investment Manager mean that this is not a significant risk.

Discount volatility: The Company's shares may trade at a price which represents a discount to its underlying NAV.

Regulatory risk: The Company operates in an evolving regulatory environment and faces a number of regulatory risks. A breach of section 1158/1159 of the Corporation Tax Act 2010 would result in the Company being subject to capital gains tax on portfolio investments. Breaches of other regulations, including the Companies Act 2006, the UKLA Listing Rules, the UKLA Disclosure Guidance and Transparency Rules, or the Alternative Investment Fund Managers' Directive, could lead to a detrimental outcome. Breaches of controls by service providers to the Company could also lead to reputational damage or loss. The Board monitors compliance with regulations, with reports from the Investment Manager and the Administrator.

Protection of assets: The Company's assets are protected by using a custodian, Fiske plc. In addition, the Company operates clear internal controls to safeguard all assets.

These and other risks facing the Company are reviewed regularly by the Audit Committee.

Key Performance Indicators ("KPIs")

The Board reviews performance by reference to a number of KPIs and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Group as a whole. The Board and Investment Manager monitor the following KPIs:

– NAV performance relative to the FTSE All-Share Index (total return) The NAV per ordinary share at 30 June 2019 was 348.28p per share (2018: 363.24p). The total return of the NAV after adding back dividends paid was 3.24%. This compares with a total return on the FTSE All-Share Index of 0.6%.
– (Discount)/premium of share price in relation to NAV Over the year to 30 June 2019, the Company's share price moved from trading at a discount of 8.9% to a discount of 14.4%.
– Ongoing Charges Ratio The Ongoing Charges Ratio for the year to 30 June 2019 amounted to 2.44%.

Viability Statement

The Directors have assessed the viability of the Company over a two-year period, taking account of the Company's position and the risks as set out in the Strategic Report.

The period assessed balances the long-term aims of the Company, the Board's view that the success of the Company is best assessed over a longer time period and the inherent uncertainty of looking too far ahead. The Company puts forward an ordinary resolution for the continuation of the Company each year, with the vote taking place at the AGM.

As part of its assessment of the viability of the Company, the Board has considered the principal risks and uncertainties and the impact on the Company of a significant fall in the value of its portfolio.

To provide this assessment, the Board has considered the Company's financial position and its ability to liquidate its portfolio to meet its expenses or other liabilities as they fall due.

The Company invests largely in debt, preference shares and equity instruments issued by companies listed and traded on regulated stock exchanges. These are traded, and whilst some may be less liquid than larger quoted companies, the portfolio is well diversified by both number of holdings and industry sector.
The expenses of the Company are predictable and modest in comparison with the assets in the portfolio. There are no commitments that would change that position.
The ongoing charges ratio of the Company was 2.44% as at 30 June 2019.

Future Prospects

The future of the Company is dependent upon the success of the investment strategy. The outlook for the Company is discussed in the Chairman's Statement on pages 3 and 4 and the Investment Manager's report on pages 5 and 6. Further details are also provided in the above Viability Statement.

Board Diversity

When recruiting a new Director, the Board's policy is to appoint individuals on merit. The Board believes diversity is important in bringing an appropriate range of skills, knowledge and experience to the Board and gives that consideration when recruiting new Directors.

As at 30 June 2019 there were three male Directors on the Board.

Environmental, Human Rights, Employee, Social and Community Issues

The Board consists entirely of non-executive Directors and during the year the Company had no employees. Day-to-day management of the portfolio is delegated to the Investment Manager. The Company has no direct impact on the community or the environment, and as such has no environmental, human rights, social or community policies. In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.

Environmental, Social and Governance factors are considered as part of the investment process as misjudgments on these matters can incur additional costs to the portfolio holdings, as well as undermining their equity return through reputational damage. The Investment Manager questions the corporate management on a variety of topics to ensure that investee companies are adhering to best practice. These questions can be wide ranging.

The Strategic Report has been approved by the Board of Directors.

On behalf of the Board

I. R. Dighé Chairman 20 September 2019

DIRECTORS' REPORT

The Directors present their report and audited financial statements for the year ended 30 June 2019.

The Company

The Company is an investment company within the meaning of Section 833 of the Companies Act 2006 and has been granted approval from HM Revenue & Customs ("HMRC") as an investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 ("ss1158/1159") and will continue to be treated as an investment trust company, subject to continuing to meet the conditions for approval.

The Directors are of the opinion that the Company has conducted its affairs for the year ended 30 June 2019 so as to be able to continue to qualify as an investment trust.

The Company's status as an investment trust allows it to obtain an exemption from paying taxes on the profits made from the sale of its investments and all other net capital gains. Investment trusts offer a number of advantages for investors, including access to investment opportunities that might not be open to private investors and to professional stock selection skills at lower cost.

As an investment company, managed and marketed in the UK, the Company is an Alternative Investment Fund ("AIF") under the provisions of the Alternative Investment Fund Manager's Directive ("AIFMD"). The Company was registered by the FCA as a Small Registered UK Alternative Investment Fund Manager ("AIFM") with effect from 29 March 2018.

The Company owns Abport Limited, an investment dealing company, and New Centurion Trust Limited, an inactive investment company (the "Subsidiaries"). The Company and its wholly owned Subsidiaries together compromise a group (the "Group").

Directors

Sir David Thomson, Stephen Cockburn and Peter Allen retired from the Board on 6 July 2018. Ian Dighé and Tim Metcalfe were appointed as Directors on 6 July 2018.

The Directors of the Company, in office at the date of this report and their biographies are set out on page 1. Details of the interests of the Directors in the share capital of the Company are set out in the Directors' Remuneration Report.

In accordance with the policy adopted by the Board, all Directors will stand for re-election at the forthcoming AGM. Accordingly, Ian Dighé, Tim Metcalfe and Martin Perrin will offer themselves for re-election for another year. Further details of the independence of the Board and Board tenure is provided in the Corporate Governance Statement.

The Board has considered the position of Ian Dighé, Tim Metcalfe and Martin Perrin as part of the evaluation process and believes that it would be in the Company's best interests for each of them to be proposed for re-election at the forthcoming AGM, given their material level of contribution and commitment to the role.

Having considered the Directors' performance during the annual evaluation process, the Board believes that it continues to be effective and that the Directors bring extensive knowledge and commercial experience and demonstrate a range of valuable business, financial and asset management skills. The Board therefore recommends that shareholders vote in favour of each Director's proposed re-election.

As a non-executive Director of Fiske plc, Mr Perrin is deemed to be interested in the Company's management agreement and custody agreement. There were no other contracts subsisting during the year under review or up to the date of this report in which a Director of the company is or was materially interested and which is or was significant in relation to the Company's business. None of the Directors has a service contract with the Company.

Directors' and Officers' Liability Insurance

Directors' and Officers' liability insurance cover was in place throughout the financial year and as at the date of this report. The Company's Articles of Association provide, subject to the provisions of UK legislation, that the Directors may be indemnified out of the assets of the Company in respect of liabilities they may sustain or incur in connection with their appointment.

Conflicts of Interest

The Company's Articles of Association permit the Board to consider and, if appropriate, to authorise situations where a Director has an interest that conflicts, or might possibly conflict, with the Company. The Board has a formal system in place for the Directors to declare situations for authorisation by those Directors not interested in the situation. Any situations considered and any authorisations subsequently given are appropriately recorded.

The Board believes that the system it has in place for reporting, considering and recording situations where a Director has an interest that conflicts, or might possibly conflict, with the Company operated effectively during the year under review.

Capital Structure

As at 30 June 2019 and the date of this Annual Report, the Company's share capital consists of 4,772,049 ordinary shares of 50p each. During the year under review the Company did not repurchase any ordinary shares in the market, issue any ordinary shares or sell ordinary shares from treasury. The current authorities to buy back shares and to issue new ordinary shares or sell ordinary shares from treasury for cash will expire at the conclusion of the 2019 AGM. The Directors are proposing that these authorities be renewed at the AGM.

The Company holds no shares in treasury. At general meetings of the Company, holders of ordinary shares are entitled to one vote on a show of hands and on a poll, to one vote for every share held.

In addition, there are 1,717,565 fixed rate preference shares of 50p in issue, all of which are held by New Centurion Trust Limited a wholly owned subsidiary of the Company. The fixed rate preference shares are non-voting, are entitled to receive a cumulative dividend of 0.01p per share per annum, and are entitled to receive their nominal value, 50p, on a distribution of assets or winding up. Preference shares are disclosed as equity in accordance with IAS 32.

Substantial Shareholdings

As at 30 June 2019, the Company had been notified of the following notifiable interests in its voting rights:

	Number of ordinary shares	% of voting rights
Miss J. B.Webb	539,344	11.30
Philip J. Milton & Company plc	465,117	9.75
Mrs S. Williams	283,124	5.93
Mr S. J. Cockburn*	201,322	4.22
Investec Wealth & Investment Limited	195,432	4.10

* As at 30 June 2019, Mr S. J. Cockburn also had a non-beneficial interest in 79,239 shares.

Mr Cockburn notified the Company on 29 July 2019 that he no longer has a shareholding in the Company. The Company has not been informed of any further changes to the above holdings between 30 June 2019 and the date of this report.

Investment Management

On 1 April 2018 Fiske plc ("Fiske") took over responsibility as the Company's Investment Manager. Fiske is:

• an independent investment management company whose principal activities are the provision of private client investment management, asset management and private client and institutional stockbroking.

distinctive from a number of investment managers in that many of its portfolios do not use traditional benchmarks as they can bring unintentional risks that can impede the day-to-day investment manager's ability to maximise absolute returns for clients.
focused on delivering positive investment outcomes combined with a high level of service for its clients.
authorised and regulated by the Financial Conduct Authority, is a member of the London Stock Exchange and is quoted on AIM.
capitalised with equity capital, has no debt and does not use financial instruments except its intra-day Crest cap facility.

Details of the Investment Manager

Fiske has a team of investment managers researching a broad range of quoted UK stocks. The day-to-day management of the portfolio is carried out by Michael Foster, James Harrison and Julian Dieppe.

Michael Foster

Michael joined Fiske in June 2017 to work on the launch of a UCITS fund for Fiske. In May 2018 the Ocean UK Equity Fund was launched with Michael as Lead Portfolio Manager. He holds the Investment Management Certificate and has managed extensive private investments since 2011.

James Harrison

James joined Fiske in 1996 and has over 20 years of industry experience. He is a Chartered Fellow of the Securities Institute and is Chief Executive Officer of Fiske plc. He manages a number of multi-asset private client portfolios and is also a co-manager of the Ocean UK Equity Fund.

Julian Dieppe

Julian joined Fiske in 2010 and has more than eight years of industry experience. He is a Member of the Securities Institute and manages a significant number of multi-asset private client portfolios at Fiske. He is also a co-manager of the Ocean UK Equity Fund.

Investment Management Agreement

Under the terms of the Investment Management Agreement, the Investment Manager has discretion to buy, sell, retain, exchange or otherwise deal in investment assets for the account of the Company. The Investment Manager is entitled to receive from the Company, or any member of its subsidiaries in respect of its services provided under the Investment Management Agreement, a management fee payable monthly in arrears calculated at the rate of one-twelfth of 0.75% per calendar month of the NAV for its services under the Investment Management Agreement.

The Investment Management Agreement is terminable by either the Investment Manager or the Company giving to the other not less than six months' written notice. The Investment Management Agreement may be terminated earlier by the Company with immediate effect on the occurrence of certain events, including the liquidation of the Investment Manager or appointment of a receiver or administrative receiver over the whole or any substantial part of the assets or undertaking of the Investment Manager, or a material breach by the Investment Manager of the Investment Management Agreement which is not remedied. The Company may also terminate the Investment Management Agreement if a continuation vote is not passed.

Having considered the terms of the Investment Management Agreement the Board considers that the current fee structure is appropriate.

It is the opinion of the Directors that the continuing appointment of Fiske as Investment Manager on the terms disclosed is in the best interests of shareholders as a whole.

Financial Instruments

The financial risk management and internal control processes and policies, and exposure to the risks associated with financial instruments can be found in Note 17 to the financial statements.

Requirements of the Listing Rules

Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross-reference table indicating where the information is set out. The Directors confirm that the only disclosure required in relation to Listing Rule 9.8.4, is that as a Non-Executive Director of Fiske, Mr Perrin is deemed to have an interest in the Company's Investment Management Agreement. There were no other contracts subsisting during the year to which the Company was a party and in which a Director of the Company is or was materially interested; or between the Company and a controlling shareholder.

Change of Control

The Directors are not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or voting rights. The Directors are not aware of any other restrictions on the transfer of shares in the Company other than certain restrictions that may from time to time be imposed by laws and regulations. There are no agreements to which the Company is party that might affect its control following a successful takeover bid.

Going Concern

At the forthcoming Annual General Meeting, shareholders will be asked to vote on the continuation of the Company as a closed-ended investment company. Should shareholders agree that the Company should continue to operate as an investment company, a similar ordinary resolution will be proposed at every Annual General Meeting ("AGM") thereafter.

The Directors believe that it is appropriate to adopt the going concern basis in preparing the financial statements as the assets of the Group consist mainly of securities which are readily realisable. The Directors are of the opinion that the Group has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company's ability to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements were approved.

In addition to considering the principal risks on pages 59 to 62 and the financial position of the Company as described above, the Board has also considered the following further factors:

the Board will ensure that the Investment Manager continues to adopt a long-term view when making investments;
regulation will not increase to a level that makes the running of the Company uneconomical; and
the performance of the Company will be satisfactory and should performance be less than the Board deem acceptable it has powers to take appropriate action.

Accordingly, the Directors have formed the reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next two years.

Articles of Association

The Articles of Association of the Company can only be amended by special resolution at a general meeting of the shareholders. No amendments are proposed at the 2019 AGM.

Annual General Meeting

The Company's AGM will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Thursday, 21 November 2019 at 11.30 am. The Notice of Meeting is set out on pages 65 and 66.

The business of this year's AGM consists of 13 resolutions. Resolutions 1 to 9 and 13 will be proposed as ordinary resolutions and resolutions 10 to 12 will be proposed as special resolutions. Resolutions 9 to 13 will be proposed as special business.

Resolutions 9 and 10: Authority to issue shares and disapplication of pre-emption rights

The Board wishes to have the authority to issue ordinary shares and may only allot shares for cash if authorized to do so by shareholders in general meeting.

Accordingly, an ordinary resolution to authorise the Directors to allot ordinary shares up to an aggregate nominal amount of £238,600 equal to 10% of the Company's issued ordinary share capital at the date of this Notice, will be proposed as Resolution 9.

In addition, Resolution 10 is being proposed as a special resolution to authorise the Directors to disapply the pre-emption rights of existing shareholders in relation to the issue of ordinary shares under Resolution 9 and to sell ordinary shares from treasury up to a maximum nominal amount of £119,300 equal to 5% of the Company's issued share capital as at the date of the Notice of AGM.

The Directors intend to issue ordinary shares, subject to any applicable regulatory requirements, when it is in the best interests of shareholders to do so. Ordinary shares will only be issued on a non-pre-emptive basis at a price not less than the prevailing NAV per ordinary share at the time of issue.

These authorities, if approved, will expire at the Annual General Meeting of the Company to be held in 2020.

Purchase of Own Shares

Resolution 11, a special resolution, will renew the Company's authority to make market purchases of up to 14.99% of its ordinary shares, either for cancellation or placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available cash resources of the Company.

The Directors would use this authority to address any significant imbalance between the supply and demand for the Company's ordinary shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be repurchased only at prices below the NAV per ordinary share, which should have the effect of increasing the NAV per ordinary share for remaining shareholders. This authority will expire at the AGM to be held in 2020 when a resolution to renew the authority will be proposed.

Notice Period for General Meetings

Resolution 12, a special resolution, will give the Directors the ability to convene general meetings, other than annual general meetings, on a minimum of 14 clear days' notice. The minimum notice period for annual general meetings will remain at 21 clear days. The approval will be effective until the Company's AGM to be held in 2020, at which it is intended renewal will be sought. The Directors will only call a general meeting on 14 days' notice where they consider it to be in the interests of shareholders to do so and the relevant matter is required to be dealt with expediently.

Continuation vote

Resolution 13, an ordinary resolution, will approve the continuation of the Company as a closed-end investment trust in accordance with the Articles of Association. If this resolution is approved, the Articles of Association require a similar ordinary resolution to be proposed at every AGM thereafter.

Recommendation

The Directors consider that all the resolutions to be proposed at the AGM are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of each resolution, as they intend to do in respect of their own beneficial holdings.

Modern Slavery Act

As an investment vehicle that does not have any employees and does not provide goods or services in the normal course of business the Directors consider that the Company is not required to make a slavery or human trafficking statement under the Modern Slavery Act 2015.

Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

Auditor Information

In accordance with the requirement and definitions under section 418 of the Companies Act 2006, each of the Directors at the date of approval of this report confirms that:

so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and
each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

Auditor

PKF Littlejohn LLP, the independent external Auditor of the Company, were appointed in 2018. Resolutions to reappoint PKF Littlejohn LLP as the Company's Auditor, and to Authorise the Audit Committee to determine their remuneration will be proposed at the forthcoming AGM.

The Directors' Report was approved by the Board on 20 September 2019.

On behalf of the Board

I. R. Dighé Chairman 20 September 2019

CORPORATE GOVERNANCE STATEMENT

The Corporate Governance Statement forms part of the Directors' Report.

Statement of Compliance

The Board of the Company has considered the principles and recommendations of the AIC Code of Corporate Governance for Investment Companies ("AIC Code") by reference to the AIC Corporate Governance Guide for Investment Companies ("AIC Guide") published in July 2016. The AIC Code, as explained by the AIC Guide, incorporates the principles set out in the UK Corporate Governance Code ("UK Code"), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment trusts. The Board considers that reporting against the principles and recommendations of the AIC Code provides better information to shareholders.

The Financial Reporting Council ("FRC"), the UK's independent regulator for corporate reporting and governance responsible for the UK Code, has endorsed the AIC Code and the AIC Guide. The terms of the FRC's endorsement mean that AIC members who report against the AIC Code and follow the AIC Guide meet fully their Listing Rule obligations in relation to the UK Code.

A copy of the AIC Code and the AIC Guide can be obtained via the AIC website: www.theaic.co.uk. A copy of the UK Code can be obtained at www.frc.org.uk.

Following the publication in July 2018 of a new version of the UK Code, the AIC in February 2019, issued a new AIC Code of Corporate Governance that has been endorsed by the FRC. For the Company's financial year ending 30 June 2020 the Company will report against the new AIC Code.

The Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as set out below.

the role of the chief executive;
executive directors' remuneration; and
the need for an internal audit function.

The Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. The Company has therefore not reported further in respect of these provisions.

A full portfolio listing is not provided as, in the opinion of the Directors, it is not in the best commercial interests of the Company.

The Board of Directors

Further to the changes announced on 6 July 2018, at the date of this report, the Board is comprised of three non-executive Directors. Additional details are provided on the Directors' Report on page 13.

The Board is responsible for all matters of direction and control of the Group, including its investment policy and strategy. The Directors review at regular meetings the Group's investments and all other important issues to ensure that control is maintained over the Group's affairs.

The Chairman, Mr I. R. Dighé, is independent and has no conflicting relationships. He considers himself to have sufficient time to commit to the Company's affairs.

The UK Corporate Governance Code (the "Code") recommends that the Board should appoint one of its independent nonexecutive directors to be the Senior Independent Director. Mr Metcalfe is the Company's Senior Independent Director.

The Board has formalised the arrangements under which Directors, in the furtherance of their duties, may take independent professional advice

CORPORATE GOVERNANCE STATEMENT continued

None of the Directors has a service contract, but letters of appointment setting out the terms of their appointment are in place. Copies of which are available on request from the Secretary.

The appointment of a new Director would be on the basis of a candidate's merits and the skills/experience identified by the Board as being desirable to complement those of the existing Directors. The Company's diversity policy, is set out on page 12, but diversity is one of the factors that would be taken into account when making a new appointment.

Board Operation

The Directors meet at regular Board meetings held at least once a quarter, with additional meetings arranged as necessary. During the year ended 30 June 2019, the number of Board and Committee meetings attended by each Director who served during the year was as follows:

	Board		Audit Committee
	Number entitled to attend	Number attended	Number entitled to attend	Number attended
Ian Dighé **	3	3	2	2
Tim Metcalfe**	3	3	2	2
Martin Perrin	3	3	2	2
Sir David Thomson*	-	-	-	-
Peter Allen*	-	-	-	-
Stephen Cockburn*	-	-	-	-

*Sir David Thomson, Peter Allen and Stephen Cockburn all resigned on 6 July 2018 ** Ian Dighé and Tim Metcalfe were appointed on 6 July 2018

Performance Evaluation

The annual evaluation for the year ended 30 June 2019 has been carried out. This took the form of questionnaires followed by discussions to identify how the effectiveness of the Board and its Committee's and individual directors might be enhanced. Tim Metcalfe led the evaluation of the Chairman which was carried out on the same basis.

There were no significant actions arising from the evaluation process and it was agreed that the current composition of the Board and its Committees was appropriate and that the Board and its Committees were functioning effectively.

Re-election of Directors

The Board does not have a specific policy on tenure but has agreed a policy whereby all Directors shall seek annual reelection by the shareholders at the Company's AGM.

All Directors will therefore stand for re-election at the forthcoming Annual General Meeting. The Board has considered the election and re-election of each individual Director and recommends their election or re-election on the basis of their skills, knowledge and continued contribution. Details of the Chairman's other significant time commitments can be found on page 1.

Board Responsibilities and Relationship with the Investment Manager

The Board is responsible for the determination and implementation of the Company's investment policy and strategy and has overall responsibility for the Company's activities, including the review of investment activity and performance, control and supervision of the Investment Manager. The Board's main roles are to create value for shareholders, to provide leadership to the Company and to approve the Company's strategic objectives. The Board has adopted a schedule of matters reserved for its decision and specific responsibilities that includes: reviewing the Company's investments, asset allocation, gearing policy, cash management, investment outlook and revenue forecasts.

CORPORATE GOVERNANCE STATEMENT continued

The Group's day-to-day functions have been subcontracted to a number of service providers, each engaged under separate legal agreements. The management of its assets has been delegated to Fiske, which has discretion to manage the assets in accordance with the Company's investment objective and policy. The Board has agreed that there is no need to set a formal policy regarding voting and has given the Investment Manager discretionary voting powers.

At each Board meeting the Directors follow a formal agenda, which is circulated in advance by the Company Secretary. The Company Secretary, Administrator and Investment Manager regularly provide financial information, together with briefing notes and papers in relation to changes in the Company's economic and financial environment, statutory and regulatory changes and corporate governance best practice.

At each Board meeting a representative from the Investment Manager is in attendance to present verbal and written reporting covering the Company's activities, portfolio and investment performance over the preceding period. Ongoing communication with the Board is maintained between formal meetings.

Committees of the Board

The Company has appointed an Audit Committee to monitor specific operations, further details are provided in the Audit Committee Report on pages 23 and 24. Given the size of the Board, it is not felt appropriate to have a separate Management Engagement, Nomination or Remuneration Committee. The functions that would be normally carried out by these Committees are dealt with by the full Board.

The Audit Committee is comprised of all of the Non-Executive Directors of the Company and is chaired by Mr Perrin. Given the size of the Board, it is deemed proportionate and practical for all Directors to sit on the Audit Committee. Mr Perrin FCA, is a chartered accountant with a wide experience of operations and finance in industry. The Board is satisfied that Mr Perrin has recent and relevant financial experience to guide the Committee in its deliberations.

Internal Control Review

The Directors are responsible for the Group's risk management and systems of internal control, for the reliability of the financial reporting process and for reviewing their effectiveness.

Throughout the year under review and up to the date of this Annual Report, there has been an ongoing process for identifying, evaluating and managing the principal risks faced by the Group, which accords with guidance supplied by the FRC on risk management, internal control and related financial and business reporting. This is reviewed on a regular basis by the Board. The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which are issued for publication is reliable and that the assets of the Group are safeguarded. The risk management process and Group systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company's objectives. It should be recognised that such systems can only provide reasonable, not absolute, assurance against material misstatement or loss.

The Directors have carried out a review of the effectiveness of the systems of internal control as they have operated during the year and up to the date of approval of the Annual Report and Financial Statements. The internal control systems in place are considered to be effective as there were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified.

Risk assessment and a review of internal controls is undertaken regularly in the context of the Company's overall investment objective. The Board, through the Audit Committee, has identified risk management controls in four key areas: corporate strategy; published information and compliance with laws and regulations; relationships with service providers; and investment and business activities. In arriving at its judgment, the Board has considered the Company's operations in light of the following factors:

CORPORATE GOVERNANCE STATEMENT continued

the nature and extent of risks which it regards as acceptable for the Company to bear within its overall business objective;
the threat of such risks becoming reality;
the Company's ability to reduce the incidence and impact of risk on its performance; and
the cost to the Company and benefits related to the Company and third parties operating the relevant controls.

Most functions for the day-to-day management of the Company are sub-contracted to third party service providers, and the Directors therefore obtain regular assurances and information from these suppliers regarding their internal systems and controls.

Internal Audit

As the Company's investment management, administration and custodial activities are carried out by third party service providers the Board does not consider it necessary to have an internal audit function.

The Board reviews financial information produced by the Investment Manager and Administrator on a regular basis.

Relations with Shareholders

Communication with shareholders is given a high priority by both the Board and the Investment Manager. All shareholders are encouraged to attend and vote at the AGM, during which the Board and the Investment Manager are available to discuss any issues affecting the Company. Shareholders that wish to communicate directly with the Board or to lodge a question in advance of the AGM should contact the Secretary at the address on page 1.

The Annual and Half-Yearly Reports of the Company are prepared by the Board to present a full, fair, balanced and understandable review of the Company's performance, business model and strategy. Copies of these are released to the London Stock Exchange, dispatched to shareholders by mail and are also available from the Secretary or at www.maitlandgroup.com/TheInvestmentCompany

The Board maintains regular dialogue with representatives of the Company's largest shareholders throughout the year. The Board is mindful of feedback received from shareholders.

Disclosure and Transparency Rules ("DTR")

Other information required to be disclosed pursuant to the DTR has been placed in the Directors' Report because it is information which refers to events that have taken place during the course of the year.

On behalf of the Board

I. R. Dighé Chairman 20 September 2019

AUDIT COMMITTEE REPORT (THE "COMMITTEE")

Role of the Audit Committee

The primary responsibilities of the Audit Committee (the "Committee") are:

to monitor the integrity of the financial statements of the Group, and review the financial reporting process and the accounting policies of the Group;
to keep under review the effectiveness of the Group's internal control environment and risk management systems;
review annually the need for the Group to have its own internal audit function;
to make recommendations to the Board in relation to the re-appointment or removal of the external Auditor and to approve its remuneration and terms of engagement;
to review the effectiveness of the audit process;
to develop and implement a policy on the supply of non-audit services by the Auditor; and
to review and monitor the Auditor's independence and objectivity.

Matters considered in the year

The Committee met twice during the financial year to consider the financial statements and to review the internal control systems.

The Audit Committee has:

reviewed the need for the Group to have its own internal audit function;
reviewed the internal controls and risk management systems of the Company and those of its third party service providers;
reviewed and, where appropriate, updated the Company's risk register;
agreed the audit plan with the Auditor, including the principal areas of focus;
received and discussed with the Auditor its report on the results of the audit; and
reviewed the Group's financial statements and advised the Board accordingly.

The principal issues identified by the Committee were the valuation and ownership of the investment portfolio, in particular the unquoted holdings and revenue recognition. The Board relies on the Administrator and Investment Manager to use correct listed prices and seeks comfort in the testing of this process through the internal control statements. This was discussed with the Administrator, Investment Manager and Auditor at the conclusion of the audit of the financial statements.

The Committee assesses annually whether it is appropriate to prepare the Company's financial statements on a going concern basis, and makes its recommendations to the Board. The Board's conclusions are set out on page 16.

The Committee considers the internal control system of the Company and its third party service provider. There were no significant matters of concern identified in the Committee's review of the internal controls of the Company and its third party service provider.

AUDIT COMMITTEE (THE "COMMITTEE") continued

Following consideration of the above, and its detailed review, the Committee was of the opinion that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary to assess the Company's position and performance, business model and strategy and advised the Board accordingly.

Auditor

The Audit Committee will, in accordance with the terms of reference of the Committee, continue to consider the need to put the audit out to tender, the Auditor's performance, its fees and independence, along with matters raised during each audit.

Audit Fees

An audit fee of £35,000 has been agreed in respect of the audit for the year ended 30 June 2019. Of this amount, £31,000 relates to the Audit of the Company and £2,000 to each of the subsidiary companies.

Audit services

The Committee reviews the need for non-audit services and authorises such on a case by case basis, having consideration to the cost-effectiveness of the services and the independence and objectivity of the Auditor. No non-audit services were provided to the Group in the year under review.

Appointment of the Auditor

The Committee conducted a review of PKF Littlejohn LLP's independence and audit process effectiveness as part of its review of the financial reporting for the year ended 30 June 2019. In considering the effectiveness, the Committee reviewed the audit plan in July 2019, discussing the materiality level and identification of key financial reporting risks. The Committee also considered the execution of the audit against the plan, as well as the auditor's reporting to the Committee in respect of the financial statements. Based on this, the Committee were satisfied that the quality of the external audit process had been good with appropriate focus and challenge on the key audit risks.

The Committee advises the Board on the appointment of the external auditor and determines the Auditors' remuneration. It keeps under review the cost effectiveness and also the independence and objectivity of the external auditor. The Committee was satisfied that the objectivity and independence of the auditor was not impaired during the year. Accordingly, the Committee recommended to the Board that shareholder approval be sought at the forthcoming AGM for the appointment of PKF Littlejohn LLP as the company's auditor for the ensuing financial year, and for the Committee to determine the auditor's remuneration.

This is the first year in which PKF Littlejohn LLP has conducted the audit. As a Public Interest Entity listed on the London Stock Exchange the Company is subject to the mandatory auditor rotation requirements of the European Union. The Company will be required to put the external audit out to tender at least every ten years and change the Auditor at least every twenty years. Under the legislation the Company will be required to put the audit out to tender, at the latest, following the 2029 year end. The auditor is required to rotate partners every five years. This is Ian Cowan, the current audit partner's, first year as audit partner.

M. H. W. Perrin (FCA) Chairman Audit Committee

20 September 2019

DIRECTORS' REMUNERATION REPORT

The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. An ordinary resolution for the approval of the Remuneration Report will be put to shareholders at the forthcoming AGM.

The law requires the Company's Auditor to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor's opinion is included in the Independent Auditor's Report on pages 31 to 36.

Annual Statement from the Chairman

I am pleased to present the Directors' Remuneration Report for the year ended 30 June 2019.

Given the size of the Board, it is not considered appropriate for the Company to have a separate Remuneration Committee and the functions of this Committee are carried out by the Board as a whole. Each Director of the Company takes no part in discussions concerning their own remuneration.

Directors' fees at the start of the year ended 30 June 2019 were at a level of £15,000 per annum. Directors do not receive bonus payments or pension contributions from the Company or any option to acquire shares.

Remuneration Policy

The Board's policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole, and is determined with reference to comparable financial organisations and appointments.

The fees for each non-executive Director are determined within the limits set out in the Company's Articles of Association adopted on 24 June 2013, not to exceed a maximum aggregate amount equivalent to £15,000 per Director per annum. Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other performancerelated benefits or compensation for loss of office as the Board does not believe that it is appropriate for non-executive Directors. Directors fees will be reviewed in the future, within the context of growing the assets of the Company, and will be subject to shareholder approval.

Directors are entitled to be paid all expenses properly incurred in attending Board or shareholder meetings, or otherwise in the performance of their duties. Under the Company's Articles of Association, if any Director performs or agrees to perform services (including services as a member of any committee(s)) which in the opinion of the Directors are beyond the ordinary and usual duties of a Director, the Director may (unless otherwise expressly resolved by the Company in general meeting) be paid such extra remuneration by way of salary, percentage of profits or otherwise, as the Directors may determine, which shall be charged as part of the Company's ordinary working expenses. However, as the Directors do not receive performance related pay, any additional remuneration would not be based on a percentage of profits.

	Expected fees for the year to 30 June 2020	Fees for the year to 30 June 2019
Non-executive Director	£15,000	£15,000

Fees for any new Director appointed will be on the above basis. Any views expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Board. It is the Board's policy that Directors do not have service contracts, but Directors are provided with letters of appointment as non-executive Directors.

The terms of appointment provide that Directors shall retire and be subject to annual re-election at each Annual General Meeting of the Company in accordance with the Articles of Association of the Company. Compensation will not be paid upon early termination of appointment.

DIRECTORS' REMUNERATION REPORT continued

There are no proposed changes to the Remuneration Policy to be implemented during the course of the next financial year. The Remuneration Policy was approved at the AGM in 2017.

Shareholder views of remuneration policy

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

Employees

The Company does not have any employees and, therefore no Chief Executive Officer. Accordingly, the disclosures required under paragraphs 18(2), 19, 38 and 39 of Schedule 8 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 are not required.

Directors' Emoluments for the Year (audited)

The Directors who served in the year received the following emoluments in the form of fees:

	Year ended 30 June 2019		Year ended 30 June 2018

	Fees	Total	Fees	Total
	£	£	£	£
Ian Dighé**	14,727	14,727	–	–
Tim Metcalfe**	14,727	14,727	–	–
Sir David Thomson*	289	289	15,000	15,000
Peter Allen*	288	288	15,000	15,000
Stephen Cockburn*	288	288	15,000	15,000
Martin Perrin	15,000	15,000	15,000	15,000
	45,319	45,319	60,000	60,000

*Sir David Thomson, Peter Allen and Stephen Cockburn all resigned on 6 July 2018 ** Ian Dighé and Tim Metcale were appointed on 6 July 2018

Company Performance

The Company does not have a specific benchmark against which performance is measured. The graph below compares the total return (assuming all dividends are reinvested) to holders of ordinary shares compared to the total shareholder return of the FTSE All-Share Total Return Index, which is the closest broad index against which to measure the Company's performance.

Source: Stockdale Securities Limited

DIRECTORS' REMUNERATION REPORT continued

Relative Importance of Spend on Pay

The table below shows the proportion of the Company's income spent on pay.

	2019	2018
	£	£	Change
Dividends paid to ordinary shareholders in the year	868,513	987,813	(12.1%)
Total remuneration paid to Directors	45,319	60,000	(24.5%)

Directors' Beneficial and Family Interests (audited)

The Board has not adopted a policy that Directors are required to own shares in the Company.

The interests of the current Directors and their families in the voting rights of the Company are set out below:

	As at 30 June 2019 No of ordinary shares	As at 30 June 2018 No of ordinary shares
Ian Dighé**	–	n/a
Tim Metcalfe**	–	n/a
†Sir David Thomson	n/a	57,000
†Peter Allen	n/a	20,000
†Stephen Cockburn*	n/a	201,322
Martin Perrin	7,144	7,144

* In addition, Stephen Cockburn had a non-beneficial interest in 79,239 ordinary shares.

† Sir David Thomson, Peter Allen and Stephen Cockburn resigned on 6 July 2018.

** Ian Dighé and Tim Metcalfe were appointed on 6 July 2018.

There have been no changes to the Directors' share interests between 30 June 2019 and the date of this Report.

Voting at Annual General Meeting

In accordance with the requirement of the Companies Act 2006 shareholder approval for the remuneration report will be sought at the 2019 AGM.

A binding ordinary resolution adopting the Remuneration Policy was approved at the AGM held on 7 December 2017. The votes cast by proxy were as follows:

Directors' Remuneration Report

	Number of votes	% of votes cast
For and discretionary	1,069,072	99.73
Against	2,893	0.27
Total votes cast	1,071,965	100.00
Number of votes withheld	7,200

DIRECTORS' REMUNERATION REPORT continued

An ordinary resolution adopting the Annual Report on Directors' Remuneration was approved at the AGM held on 29 November 2018. The votes cast by proxy were as follows:

Directors' Remuneration Policy

	Number of votes	% of votes cast
For and discretionary	1,981,104	99.97
Against	559	0.03
Total votes cast	1,981,663	100.00
Number of votes withheld	223

Approval

The Directors' Remuneration Report was approved by the Board on 20 September 2019.

On behalf of the Board

I. R. Dighé Chairman

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing this Annual Report and the financial statements in accordance with applicable law and regulations and those International Financial Reporting Standards ("IFRS") adopted by the European Union and Article 4 of the International Accounting Standards. Company law requires the Directors to prepare financial statements for each financial period which present fairly the financial position of the Group and the financial performance and cash flows of the Group for that period.

In preparing those 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;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business; and
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance.

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 Group and enable them to ensure that the Group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority.

The financial statements are available on the Administrator's website, www.maitlandgroup.com. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction.

STATEMENT OF DIRECTORS' RESPONSIBILITIES continued

We confirm that to the best of our knowledge:

the Group and Company financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
this Annual Report includes a fair review of the development and performance of the business and the position of the Group together with a description of the principal risks and uncertainties that it faces; and
the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

On behalf of the Board

I. R. Dighé Chairman 20 September 2019

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS

Opinion

We have audited the financial statements of The Investment Company plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2019 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated and Company Cash Flow Statements and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2019 and of the group's and the parent company's profit for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
the parent company financial statements have been properly prepared in accordance with IFRS as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to principal risks, going concern and viability statement

We have nothing to report in respect of the following information in the annual report, in relation to which the ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:

the disclosures in the annual report set out on pages 10 to11 that describe the principal risks and explain how they are being managed or mitigated;
the directors' confirmation set out on page 10 in the annual report that they have carried out a robust assessment of the principal risks facing the group, including those that would threaten its business model, future performance, solvency or liquidity;
the directors' statement set out on page 16 in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors' identification of any material uncertainties to the group and the parent company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
whether the directors' statement relating to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or
the directors' explanation set out on pages 11 to 12 in the annual report as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the Group Financial Statements was £330,000, based on 2% of gross assets because the carrying value of the investments is considered to be a key performance indicator used by management. The performance materiality was £231,000. The materiality applied to the Consolidated Statement of Comprehensive Income was £37,500, based on 5% of the revenue column return before taxation. The performance materiality was £26,250. For each component in the scope of our Group audit, we allocated a materiality that was less than our overall Group materiality.

We have agreed with the audit committee that we would report to the committee individual audit differences in excess of £16,500 as well as differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risk of material misstatement in the Financial Statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain such as the valuation of unquoted investments. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

The Group's only significant and material component was the Company and this was subject to a full scope audit by a team with relevant sector experience undertaken from our office based in London and also a visit to the administrator. The components identified as not significant and not material were subject to review procedures undertaken by the same audit team.

Explanation of the extent to which our audit can detect fraud

The objectives of our audit, in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate evidence regarding the assessed risk of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud risks lie with those charged with governance of the entity and management.

We assessed the susceptibility of the group's financial statements to material misstatement by considering the programs and controls that the group has established to address risks identified by the entity and how senior management monitor those programs and controls, and by evaluating conditions in the context of incentive/pressure to commit fraud, considering the opportunity to commit fraud.

Based on our understanding obtained through the procedures outlined above, we designed our audit procedures to identify non-compliance with the aforementioned laws and regulations. Our procedures included journal entry testing, inquiries of management and the administrator and focused testing, as referred to in the key audit matters section.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation and ownership of investments Our work included: The Group holds investments with a carrying value of • Agreeing a sample of the listed investment valuations £15,777,113 at 30 June 2019. The Group's investments to external sources, checking the quoted price; include both listed and unlisted holdings and are valued using the appropriate level within the fair value hierarchy • Reviewing and assessing Management's valuation of model. For those holdings which are unlisted and have a sample of the unlisted investments, checking limited market information, the Directors use their supporting evidence where available; knowledge and experience together with the assistance of • Assessing the independence and competence of a management expert to arrive at a valuation. management's expert as a primary source for management to place reliance upon their reports; Director valuations involve critical accounting estimation • Challenging the assumptions and inputs used by the and judgement and therefore there is a risk that the year management expert to derive the valuations of end investment valuation may be materially misstated. unquoted investments; • Agreeing investments held at the year-end to the Furthermore, there is a risk that the group does not hold custody report maintained by the Investment Manager; the legal title to the investments. • Reviewing the treatment of assets upon first time adoption of IFRS 9 and a review of the transition workings for compliance with IFRS 9; • Performing a reconciliation of the investment holdings, checking that the correct classification has been applied to each holding and that the fair value hierarchy disclosure is accurately disclosed; and	Key Audit Matter	How the scope of our audit responded to the key audit matter

acquisitions to supporting documentation including recalculating any realised gains/losses on disposal to		• Checking a sample of investment disposals and

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions:

Fair, balanced and understandable set out on page 30 the statement by the directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the group's performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
Audit committee reporting set out on pages 23 to 24 the section describing the work of the audit committee does not appropriately address matters communicated by us to the audit committee; or
Directors' statement of compliance with the UK Corporate Governance Code set out on page 19 the parts of the directors' statement required under the Listing Rules relating to the company's compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements;
the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and
information about the company's corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in:

the strategic report or the directors' report; or
the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
a corporate governance statement has not been prepared by the parent company.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 29, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the Audit Committee on 29 November 2018 to audit the financial statements for the year ending 30 June 2019 and subsequent financial periods. The period of total uninterrupted engagement is 1 year, covering the year ending 30 June 2019.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Cowan (Senior Statutory Auditor)

For and on behalf of PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus Canary Wharf London E14 4HD

20 September 2019

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2019

			Year to 30 June 2019			Year ended 30 June 2018
	Notes	Revenue	Capital	Total	Revenue	Capital	Total
		£	£	£	£	£	£
Realised gains
on investments	11	–	267,049	267,049	–	79,185	79,185
Unrealised (losses)/gains on
investments held at fair value
through profit or loss	11	–	(864,171)	(864,171)	–	732,429	732,429
Movement in impairment
provision on investments held
as available for sale		–	–	–	–	(3,745)	(3,745)
Exchange losses on capital items		–	(137)	(137)	–	(3,050)	(3,050)
Losses on derivative contracts	12	–	–	–	–	(63,640)	(63,640)
Investment income	2	1,154,271	–	1,154,271	956,273	–	956,273
Investment management fee	3	(98,697)	–	(98,697)	(88,259)	–	(88,259)
Other expenses	4	(301,825)	(646)	(302,471)	(378,089)	(123)	(378,212)
Return before taxation		753,749	(597,905)	155,844	489,925	741,056	1,230,981
Taxation	5	(1,113)	–	(1,113)	(5,329)	–	(5,329)
Return after taxation		752,636	(597,905)	154,731	484,596	741,056	1,225,652
Other comprehensive income
Movement in unrealised
appreciation on investments
held as available for sale
Recognised in equity		–	–	–	–	30,134	30,134
Recognised in return after taxation		–	–	–	–	(670,657)	(670,657)
Other comprehensive
income after taxation		–	–	–	–	(640,523)	(640,523)
Profit for the year		752,636	(597,905)	154,731	484,596	100,533	585,129
Return after taxation per 50p
ordinary share
Basic and diluted	6	15.77p	(12.53p)	3.24p	10.16p	15.53p	25.69p
Return on profit for the year
per 50p ordinary share
Basic and diluted	6	15.77p	(12.53p)	3.24p	10.16p	2.11p	12.27p

The total column of this statement is the Consolidated Statement of Comprehensive Income of the Group prepared in accordance with IFRS. The supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. The "Profit for the year" is also the "Total comprehensive income for the year" as defined in IAS2 and no seperate Statement of Comprehensive Income has been presented.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

	Issued ordinary share capital	Share premium	Capital redemption reserve	Revaluation reserve	Capital reserve	Revenue reserve	Total
	£	£	£	£	£	£	£
Balance at 1 July 2018	2,386,025	4,453,903	2,408,820	1,917,418	7,310,117	(1,142,190) 17,334,093
Transition to IFRS 9 (see note 19)	–	–	–	(1,917,418)	1,917,418	–	–
Total comprehensive income
Profit for the year	–	–	–	–	(597,905)	752,636	154,731
Transactions with shareholders recorded directly to equity
Ordinary dividends paid	–	–	–	–	–	(868,513)	(868,513)
Balance at 30 June 2019	2,386,025	4,453,903	2,408,820	–	8,629,630	(1,258,067) 16,620,311

Balance at 1 July 2017	2,386,025	4,453,903	2,408,820	2,557,941	6,569,061		(638,973) 17,736,777
Total comprehensive income
Net return for the year	–	–	–	–	741,056	484,596	1,225,652
Movement in unrealised appreciation on investments held as available
for sale:
– Recognised in equity	–	–	–	30,134	–	–	30,134
– Recognised in return after taxation	–	–	–	(670,657)	–	–	(670,657)
Transactions with shareholders recorded directly to equity
Ordinary dividends paid	–	–	–	–	–	(987,813)	(987,813)
Balance at 30 June 2018	2,386,025	4,453,903	2,408,820	1,917,418	7,310,117	(1,142,190) 17,334,093

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

	Issued ordinary share capital £	Issued preference share capital £	Share premium £	Capital reserve £	redemption Revaluation reserve £	Capital reserve £	Revenue reserve £	Total £
Balance at 1 July 2018	2,386,025	858,783	4,453,903	2,408,820	1,923,762	4,758,355		1,327,945 18,117,593
Transition to IFRS 9
(see note 19)	–	–	–		– (1,923,762) 1,923,762		–	–
Total comprehensive income
Net return for the year	–	–	–	–	–	(597,925)	764,255	166,330
Transactions with shareholders recorded directly to equity
Ordinary dividends paid	–	–	–	–	–	–	(868,513)	(868,513)
Preference share dividends paid	–	–	–	–	–	–	(172)	(172)
Balance at 30 June 2019	2,386,025	858,783	4,453,903	2,408,820	–	6,084,192		1,223,515 17,415,238

Balance at 1 July 2017	2,386,025	858,783	4,453,903	2,408,820	2,556,323	4,025,262		1,827,740 18,516,856
Total comprehensive income Net return for the year	–	–	–	–	–	733,093	488,190	1,221,283
Movement in unrealised
appreciation on investments
held as available for sale:
– Recognised in equity	–	–	–	–	41,318	–	–	41,318
– Recognised in return after
taxation	–	–	–	–	(673,879)	–	–	(673,879)
Transactions with
shareholders recorded
directly to equity
Ordinary dividends paid	–	–	–	–	–	–	(987,813)	(987,813)
Preference share dividends paid	–	–	–	–	–	–	(172)	(172)
Balance at 30 June 2018	2,386,025	858,783	4,453,903	2,408,820	1,923,762	4,758,355		1,327,945 18,117,593

CONSOLIDATED BALANCE SHEET

As at 30 June 2019

	Note	Group 2019 £	Group 2018 £
Non-current assets
Investments	11	15,777,113	16,340,329
Current assets
Trade and other receivables	15	192,958	265,341
Investments available for sale		–	2,077
Cash and cash equivalents		785,703	843,433
		978,661	1,110,851
Current liabilities
Trade and other payables	16	(135,463)	(117,087)
		(135,463)	(117,087)
Net current assets		843,198	993,764
Net assets		16,620,311	17,334,093
Capital and reserves
Issued ordinary share capital	8	2,386,025	2,386,025
Share premium		4,453,903	4,453,903
Capital redemption reserve		2,408,820	2,408,820
Revaluation reserve		–	1,917,418
Capital reserve		8,629,630	7,310,117
Revenue reserve		(1,258,067)	(1,142,190)
Shareholders' funds	10	16,620,311	17,334,093
NAV per 50p ordinary share		348.28p	363.24p

These financial statements were approved by the Board on 20 September 2019 and were signed on its behalf by:

I. R. Dighé Chairman

Company Number: 4205

COMPANY BALANCE SHEET

As at 30 June 2019

	Note	Company 2019 £	Company 2018 £
Non-current assets
Investments	11	15,775,016	16,340,329
Investment in subsidiaries	13	862,656	862,656
		16,637,672	17,202,985
Current assets
Trade and other receivables	15	218,353	285,830
Cash and cash equivalents		785,703	843,433
		1,004,056	1,129,263
Current liabilities
Trade and other payables	16	(226,490)	(214,655)
		(226,490)	(214,655)
Net current assets		777,566	914,608
Net assets		17,415,238	18,117,593
Capital and reserves
Issued ordinary share capital	8	2,386,025	2,386,025
Issued preference share capital	9	858,783	858,783
Share premium		4,453,903	4,453,903
Capital redemption reserve		2,408,820	2,408,820
Revaluation reserve		–	1,923,762
Capital reserve		6,084,192	4,758,355
Revenue reserve		1,223,515	1,327,945
Shareholders' funds		17,415,238	18,117,593

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own Income Statement. The amount of the Company's return for the financial year dealt with in the financial statements of the Group is a profit after tax of £166,330 (2018: £588,722).

These financial statements were approved by the Board on 20 September 2019 and were signed on its behalf by:

I. R. Dighé Chairman

Company Number: 4205

CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS

For the year ended 30 June 2019

		Group		Company
	Note	Year to 30 June 2019 £	Year to 30 June 2018 £	Year to 30 June 2019 £	Year to 30 June 2018 £
Cash flows from operating activities
Cash received from investments		1,203,692	920,760	1,203,692	914,479
Interest received		–	86	–	86
Sundry income		–	1,300	–	1,300
Investment management fees paid		(95,795)	(88,043)	(95,795)	(88,043)
Cash paid to and on behalf of employees		(1,167)	(14,000)	(1,167)	(14,000)
Other cash payments		(263,981)	(369,197)	(259,075)	(359,643)
Net cash inflow from operating activities		842,749	450,906	847,655	454,179
Cash flows from financing activities
Dividends paid on ordinary shares	7	(868,513)	(987,813)	(868,513)	(987,813)
Net cash outflow from financing activities		(868,513)	(987,813)	(868,513)	(987,813)
Cash flows from investing activities
Purchase of investments	11	(6,497,746)	(5,655,702)	(6,497,746)	(5,655,702)
Sale of investments	11	6,465,917	5,771,848	6,465,917	5,771,848
Loans to subsidiaries		–	–	(4,906)	(1,426)
Net cash (outflow)/inflow from investing activities		(31,829)	116,146	(36,735)	114,720
Net decrease in cash and cash equivalents		(57,593)	(420,761)	(57,593)	(418,914)
Reconciliation of net cash flow to movement in net cash
Decrease in cash		(57,593)	(420,761)	(57,593)	(418,914)
Exchange rate movements		(137)	(3,050)	(137)	(3,050)
Decrease in net cash		(57,730)	(423,811)	(57,730)	(421,964)
Net cash at start of period		843,433	1,267,244	843,433	1,265,397
Net cash at end of period		785,703	843,433	785,703	843,433
Analysis of net cash
Cash and cash equivalents		785,703	843,433	785,703	843,433
		785,703	843,433	785,703	843,433

NOTES TO THE FINANCIAL STATEMENTS

At 30 June 2019

1. Accounting policies

Basis of Preparation

The Company is a public limited company limited by shares and incorporated and registered in England and Wales. The Company has been approved as an investment trust within the meaning of section 1158/1159 of the Corporation Tax Act 2010. The Company's registered office is Hamilton Centre, Rodney Way, Chelmsford CM1 3BY.

The Group's consolidated financial statements for the year ended 30 June 2019, which comprise the audited results of the Company and its wholly owned subsidiaries, Abport Limited and New Centurion Trust Limited (together referred to as the "Group"), have been prepared in conformity with IFRS as adopted by the European Union, which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and as applied in accordance with the provision of the Companies Act 2006. The annual financial statements have also been prepared in accordance with the AIC Statement of Recommended Practice issued in November 2014 and updated in February 2018 with consequential amendments ("AIC SORP"), except to any extent where it is not consistent with the requirements of IFRS.

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

The financial statements are presented in Sterling, which is the Group's functional currency as the UK is the primary environment in which it operates.

Going Concern

The financial statements have been prepared on a going concern basis, being a period of at least 12 months from the date that these financial statements were approved, and on the basis that approval as an investment trust company will continue to be met.

The Directors have made an assessment of the Group's ability to continue as a going concern and are satisfied that the Group has the resources to continue in business for the foreseeable future. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern, having taken into account the liquidity of the Group's investment portfolio and the Group's financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on the going concern basis.

Basis of Consolidation

IFRS10 stipulates that subsidiaries of Investment Entities are not consolidated. The Investment Company meets all three characteristics of Investment Entity as described, however, it is envisaged that one of the subsidiaries will be a dealing subsidiary and, therefore consolidated financial statements are presented for the Group. The financial statements of the subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them are eliminated.

Segmental Reporting

The Directors are of the opinion that the Group is engaged in a single segment of business, being investment business. The Group primarily invests in companies listed in the UK.

At 30 June 2019

1. Accounting policies (continued)

Accounting Developments

The following policies were adopted during the financial year.

International Financial Reporting Standards IFRS 9 Classification and measurement of financial assets after initial recognition IFRS 15 Revenue form contracts with customers

The new impairment model will also apply to the Group's other financial assets including trade and other receivables and cash and cash equivalents. The Directors expect to apply the simplified approach to recognise lifetime expected credit losses for these current assets. The adoption of IFRS 9 has no material impact on the reported Net Asset Value.

There will be no change in the accounting for financial liabilities.

In summary, on adoption of IFRS 9 for the first period commencing after 1 January 2018, the Directors consider that IFRS 9 has not had a material impact on the financial position or performance of the Group. See note 19 for further details.

The following accounting standards and their amendments were in issue at the period end but will not be in effect until after this financial year.

	International Financial Reporting Standards	Effective date*
IFRS 3	Business Combinations (amendment)	1 January 2020**
IFRS 16	Leases	1 January 2019
	International Accounting Standards
IAS 28	Investments in Associates and Joint Ventures
	(long term interests in associates or joint venture)	1 January 2019
IFRIC Interpretations
IFRIC 23	Uncertainty over Income Tax Treatments	1 January 2019
	Annual improvements to IFRS 2015-2017 Cycle	1 January 2019

*Years beginning on or after

**Not yet endorsed for use in the EU

The Directors do not expect that the adoption of other standards listed above will have a material impact on the financial statements of the Group in future periods.

Critical Accounting Judgments and Key Sources of Estimation Uncertainty

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

The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. These are reviewed on an ongoing basis. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future period if the revision affects both current and future periods.

At 30 June 2019

1. Accounting policies (continued)

The major part of the investment portfolio is valued by reference to quoted prices. However £4,087,767 of the portfolio comprises fixed interest stocks which are thinly traded; such stocks are best valued by reference to current market price lists provided by an independent broker, itself a recognised leader in such preference share and similar fixed interest stocks. The Directors may overlay such prices with situation specific adjustments including (a) taking a second independent opinion on a specific stock, or (ii) reducing the value to a net present value, to reflect the likely time to be taken to realise a stock which the Group is actively looking to sell. The outturn is reflected in the valuations set out in Note 11 to the accounts.

There were no other significant accounting estimates or significant judgements in the current or previous year.

Investments

As the Group's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth, Investments are classified at fair value through profit or loss on initial recognition in accordance with IFRS 9. The portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Group's Board of Directors.

Investments are measured initially, and at subsequent reporting dates, at fair value, and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time-frame of the relevant market. For listed investments this is deemed to be bid market prices or closing prices for Stock Exchange Electronic Trading Service – quotes and crosses ("SETSqx").

Changes in fair value of investments, realised gains and losses on disposal are recognised in the Income Statement as capital items.

The holdings of the investment in subsidiaries are stated at cost less diminution in value.

All investments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy in note 11.

Foreign Currency

Transactions denominated in foreign currencies are converted to Sterling at the actual exchange rate as at the date of the transaction. Items that are denominated in foreign currencies at the year end are reported at the rate of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is of a capital or revenue nature.

Cash and Cash Equivalents

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

For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

At 30 June 2019

1. Accounting policies (continued)

Income

Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time-apportioned basis.

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

Dividend income will only be recognised when there is reasonable certainty that the issuer has the ability to make the return.

Expenses and Finance Costs

All expenses and finance costs are accounted for on an accruals basis.

Taxation

The tax expense represents the sum of the tax currently payable. The tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income because it excludes items that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates applicable at the balance sheet date.

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

Dividends Payable to Shareholders

Dividends to shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Balance Sheet date have not been recognised as a liability of the Company at the Balance Sheet date.

Share Capital

Issued share capital consists of Ordinary shares with voting rights and issued preference shares which are non-voting. The Issued preference shares, owned in their entirety by New Centurion Trust Limited, a wholly-owned subsidiary of the Company, are entitled to receive a cumulative dividend of 0.01p per share per annum, and are entitled to receive their nominal value, 50p, on a distribution of assets or a winding up.

Share Premium

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

Costs associated with the issue of equity;
Premium on the issue of shares.

At 30 June 2019

1. Accounting policies (continued)

Capital Redemption Reserve

The reserve represents the nominal value of the shares bought back and cancelled. This reserve is not distributable.

Revaluation Reserve

Following the adoption of IFRS 9, there are no investments classified as "assets available for sale". As a result the revaluation reserve has been transferred to the Capital Reserve.

Capital Reserve

The following are taken to this reserve:

Gains and losses on derivatives;
Gains and losses on the disposal of investments;
Net movement arising from changes in the fair value of investments held and classified as at "fair value through profit or loss";
Exchange differences of a capital nature; and
Expenses together with the related taxation effect, allocated to this reserve in accordance with the above policies.

Realised gains on investments less expenses, provisions and unrealised gains may be considered by the Board for distribution. This reserve is not distributable.

Revenue Reserves

The revenue reserve represents the surplus accumulated profits and is distributable.

2. Income

	Year ended	Year ended
	30 June 2019	30 June 2018
	£	£
Income from investments:
UK dividends	848,003	505,852
Un-franked dividend income	46,335	96,066
UK fixed interest	259,933	346,877
	1,154,271	948,795
Other income:
Bank deposit interest	–	85
Underwriting commission	–	1,300
Net dealing gains of subsidiaries	–	6,093
Total income	1,154,271	956,273

At 30 June 2019

3. Investment Management Fee

	Year ended	Year ended
	30 June 2019	30 June 2018
	£	£
Investment Management Fee	98,697	88,259

The management fee payable monthly in arrears by the Company to the Investment Manager, Fiske plc is calculated at the rate of one-twelfth of 0.75% per calendar month of the NAV of the Company, capped at £90,000 for the first twelve months to 31 March 2019. For these purposes, the NAV shall be calculated as at the last business day of each month.

At 30 June 2019 an amount of £10,402 (2018: £7,500) was outstanding and due to the Investment Manager.

4. Other Expenses

	Year ended 30 June 2019 £	Year ended 30 June 2018 £
Administration and secretarial services	81,000	121,229
Auditors' remuneration for:
– audit of the Group's financial statements	35,000	33,950
Directors' remuneration (see note 18)	45,319	60,000
Staff costs	1,167	14,000
Pension costs	233	280
Other expenses	139,106	148,630
	301,825	378,089

The audit of the Group's financial statements includes the cost of the audit of Abport Limited of £2,000 (2018: £2,000) and New Centurion Trust Limited £2,000 (2018: £2,000), which are charged to the subsidiaries.

In conjunction with the resignation of former directors, a secretary also retired with the aggregate remuneration consisting of:

	Year ended 30 June 2019 £	Year ended 30 June 2018 £
Staff costs
Wages and salaries	1,167	14,000
Social security costs	–	1,579
Total	1,167	15,579
Pension costs
Pension payments	233	280
Total	233	280

There were no employees as at 30 June 2019 (2018: one).

The Company does not have a provision (2018: same) in respect of future pension payments. There are no pension liabilities due to past employees.

At 30 June 2019

5. Taxation

		Year ended 30 June 2019			Year ended 30 June 2018
	Revenue £	Capital £	Total £	Revenue £	Capital £	Total £
Current Taxation
Overseas taxation suffered	1,113	–	1,113	5,329	–	5,329
	1,113	–	1,113	5,329	–	5,329

The current tax charge for the year is lower than (2018: lower than) the standard rate of corporation tax in the UK of 19% to 30 June 2019 and 19% to 30 June 2018. The differences are explained below:

	Year ended 30 June 2019			Year ended 30 June 2018
	Revenue	Capital	Total	Revenue	Capital	Total
	£	£	£	£	£	£
Return on ordinary activities	753,749	(597,905)	155,844	489,925	741,056	1,230,981
Theoretical tax at UK Corporation tax
rate of 19% (2018: 19%)	143,212	(113,602)	29,610	93,086	140,801	233,887
Effects of:
UK dividends that are not taxable	(161,121)	–	(161,121)	(96,112)	–	(96,112)
Overseas dividends that are not taxable	(4,422)	–	(4,422)	(18,253)	–	(18,253)
Non taxable investment gains/(losses)	–	113,602	113,602	–	(140,801)	(140,801)
Overseas taxation suffered	1,113	–	1,113	5,329	–	5,329
Unrelieved expenses	22,331	–	22,331	21,279	–	21,279
Actual current tax charged to the
revenue account	1,113	–	1,113	5,329	–	5,329

Factors that may affect future tax charges

The Company has excess management expenses of £1,714,172 (2018: £1,596,643). It is unlikely that the Company will generate sufficient taxable income in the future to use these expenses to reduce future tax charges and therefore no deferred tax asset has been recognised.

Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company under HMRC rules.

Further reductions to the UK Corporation tax rates were substantively enacted as part of the Finance Bill on 15 September 2015. These reduce the main rate to 17% from 1 April 2020.

At 30 June 2019

6. Return per Ordinary Share

	Year ended 30 June 2019			Year ended 30 June 2018
	Revenue	Capital	Total	Revenue	Capital	Total
Return after taxation
Return attributable to ordinary
shareholders (£)	752,636	(597,905)	154,731	484,596	741,056	1,225,652
Weighted average number of
ordinary shares in issue (excluding
shares held in Treasury)			4,772,049			4,772,049
Return per ordinary share (pence)
basic and diluted	15.77p	(12.53)p	3.24p	10.16p	15.53p	25.69p

7. Dividends per Ordinary Share

	Year ended	Year ended
	30 June 2019	30 June 2018
	£	£
Declared and paid per Ordinary Share
In respect of the prior period:
Fourth interim dividend 5.70p (2018: 5.70p)	272,007	272,007
In respect of the year under review:
First interim 5.00p (2018: 5.00p)	238,602	238,602
Second interim dividend 3.75p (2018: 5.00p)	178,952	238,602
Third interim dividend 3.75p (2018: 5.00p)	178,952	238,602
	868,513	987,813
Declared per Ordinary Share
Dividend declared in respect of the year under review:
Fourth interim dividend 3.75p (2018: 5.70p)	178,952	272,007

8. Ordinary Share Capital

	Group and Company 2019		Group and Company 2018
Issued, allotted and fully paid:	Number	£	Number	£
Ordinary shares of 50p each	4,772,049	2,386,025	4,772,049	2,386,025

The ordinary shares entitle the holders to receive all ordinary dividends and all remaining assets on a winding up, after the fixed rate preference shares have been satisfied in full.

The Company does not hold any ordinary shares in Treasury (2018: none).

9. Issued Preference Share Capital

	Group			Company
	2019	2018	2019	2018
	£	£	£	£
Issued preference share capital	–	–	858,783	858,783

At 30 June 2019

9. Issued Preference Share Capital (continued)

The 1,717,565 fixed rate preference shares of 50p each are non-voting, entitled to receive a cumulative dividend of 0.01p per share per annum, and are entitled to receive their nominal value, 50p, on a distribution of assets or a winding up. The whole of the issue is held by New Centurion Trust Limited, a wholly owned subsidiary of the Company.

The Directors do not consider the fair values of the issued preference share capital to be significantly different from the carrying values.

10. Net Asset Value per Ordinary Share

The NAV per ordinary share is calculated as follows:

	2019 £	2018 £
Net assets	16,620,311	17,334,093
Ordinary shares in issue, excluding own shares held in Treasury	4,772,049	4,772,049
NAV per ordinary share	348.28p	363.24p

The underlying investments of the wholly owned subsidiary New Centurion Trust Limited comprise issued preference share capital, as discussed in note 9, in the Company and, being effectively eliminated on consolidation, the valuation thereof does not impact the NAV attributable to ordinary shareholders.

11. Investments

During the year, upon transition to IFRS 9, investments held for sale were re-designated as investments held at fair value through profit or loss.

	Group		Company
	2019	2018 £	2019	2018 £
	£		£
Available for sale	–	6,592,447	–	6,592,447
At fair value through profit or loss	15,777,113	9,747,882	15,775,016	9,747,882
Total investments designated at fair value	15,777,113	16,340,329	15,775,016	16,340,329
Investments available for sale
Opening book cost	5,211,124	6,562,916	5,266,743	6,618,535
Opening net investment holding gains	1,381,323	2,025,591	1,325,704	1,969,972
Re-classification to fair value through profit or loss
upon transition to IFRS 9	(6,592,447)	–	(6,592,447)	–
Total investments designated as available for sale	–	8,588,507	–	8,588,507
Movements in the year:
Purchases at cost	–	–	–	–
Sales - proceeds	–	(1,923,800)	–	(1,923,800)
Sales - gains on sales	–	572,008	–	572,008
Decrease in investment holding gains	–	(644,268)	–	(644,268)
Closing valuation	–	6,592,447	–	6,592,447

At 30 June 2019

11. Investments (continued)

	Group		Company
	2019	2018	2019	2018
	£	£	£	£
Closing book cost	–	5,211,124	–	5,266,743
Closing net investment holding gains	–	1,381,323	–	1,325,704
	–	6,592,447	–	6,592,447
Analysis of changed in investment holding gains
Movement in impairment provision	–	(3,745)	–	(11,707)
Recognised in equity	–	30,134	–	41,318
Recognised in return after taxation	–	(670,657)	–	(673,879)
Losses on investments	–	(644,268)	–	(644,268)

Investments held at fair value through profit or loss

	Group		Company
	2019	2018	2019	2018
	£	£	£	£
Opening book cost	14,827,617	8,301,661	14,883,235	8,301,661
Opening net investment holding gains/(losses)	1,514,789	(601,039)	1,457,094	(601,039)
Total investments designated as held at fair value	16,342,406*	7,700,622	16,340,329*	7,700,622
Movements in the year:
Purchases at cost	6,497,746	5,655,702	6,497,746	5,655,702
Sales - proceeds	(6,465,917)	(3,848,048)	(6,465,917)	(3,848,048)
Sales - gains (losses) on sales	267,049	(492,823)	288,915	(492,823)
(Decrease)/increase in investment holding gains	(864,171)	732,429	(886,057)	732,429
Closing valuation	15,777,113	9,747,882	15,775,016	9,747,882
Closing bookcost	15,126,495	9,616,492	15,203,979	9,616,492
Closing net investment holding gains	650,618	131,390	571,037	131,390
	15,777,113	9,747,882	15,775,016	9,747,882

*This includes re-classified available for sale assets.

	Group Year ended			Company
			Year ended
	2019	2018	2019	2018
	£	£	£	£
Transaction costs
Costs on acquisitions	30,438	28,265	30,438	28,265
Costs on disposals	9,165	8,020	9,165	8,020
	39,603	36,285	39,603	36,285
	Group		Company
	30 June 2019	30 June 2018	30 June 2019	30 June 2018
	£	£	£	£
Analysis of capital gains
Gains on sale of investments	267,049	79,185	288,915	79,185
Movement in investment holding gains	(864,171)	88,161	(886,057)	88,161
	(597,122)	167,346	(597,142)	167,346

At 30 June 2019

11. Investments (continued)

Fair Value Hierarchy

The Group is required to classify fair value measurements using a fair value hierarchy that reflects the subjectivity of the inputs used in measuring the fair value of each asset. The fair value as the amount at which the asset could be sold or the liability transferred in an orderly transaction between market participants, at the measurement date, other than a forced or liquidation sale.

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

Level 1 – valued using quoted prices, unadjusted in active markets for identical assets or liabilities.

Level 2 – valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included in level 1.

Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data or the asset or liability.

The table below sets out fair value measurements of financial instruments by the level in the fair value hierarchy into which the fair value measurement is categorised.

At 30 June 2019	Level 1 £	Level 2 £	Level 3 £	Total £
Financial assets at fair value through profit or loss
Equities	8,803,036	300,353	2,250,165	11,353,554
Fixed Interest bearing securities	3,721,476	–	702,083	4,423,559
	12,524,512	300,353	2,952,248	15,777,113
At 30 June 2018	Level 1 £	Level 2 £	Level 3 £	Total £
Financial assets at fair value through profit or loss
Equities	7,770,314	–	–	7,770,314
Fixed Interest bearing securities	471,448	–	1,506,120	1,977,568
Financial assets available for sale
Equities	800,000	413,559	2,889,789	4,103,348
Fixed Interest bearing securities	2,061,228	–	427,871	2,489,099
Current asset investments held by a trading subsidiary	2,077	–	–	2,077
	11,105,067	413,559	4,823,780	16,342,406

There were no transfers between level 1 and 2 during the current or prior year.

The valuation techniques used by the Group are set out in the Accounting Policies in Note 1.

Valuation process for Level 2 investments

The valuations are provided by an independent third party broker. The values are determined using observable inputs including prevailing interest rates, the maturity and redemption dates of the investment. The equity securities of the issuing company of the investments held are or have been publicly listed. The information includes reported results, commentary on current trading and, third party research.

At 30 June 2019

11. Investments (continued)

Valuation process for Level 3 investments

Investments classified within Level 3 have significant unobservable inputs. Level 3 investments can typically include unlisted equity and corporate debt securities. As observable prices are not available for these securities, the Group has used valuation techniques to derive the fair value using recognised valuation methodologies, in accordance with International Private Equity and Venture Capital ("IPEVC") Valuation Guidelines including discounted cash flow modelling where relevant.

The Level 3 investments held by the Group currently consist of fixed interest bearing securities and certain equity securities. These are valued by the Investment Manager with valuation confirmations provided to the Board on a regular basis. The equity securities of the issuing company of the Level 3 investments held have been formerly listed and, therefore, detailed public information is available to substantiate the future prospects of the issuing company. The fixed interest bearing securities anticipated future cash returns and cash-flows. This information includes reported results, commentary on current trading, and third party research.

The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques used include the use of comparable recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity specific inputs.

Unobservable inputs are not provided by the Group but provided by a third party pricing vendor, these prices that are provided by the pricing vendor are not adjusted.

The following stocks, each having no independent source of pricing, have been assessed by the Directors as having the following values:

Nil value: 600 Group Warrants, Fairpoint Group Ordinary shares, Gable Holdings 7.35% Loan Note and Whitnash 6.5% 2nd Preference shares.

Par value: Intercede Group 8% Secured Convertible Loan notes.

Written down value: Liberty Limited 6% Cumulative Non Redeemable Preference shares and Liberty Retail Limited 9.5% Cumulative Non Redeemable Preference shares have each been marked down to reflect expectations of discounted value.

If the value of the level 2 and 3 investments were to increase or decrease by 10%, while all the other variables remained constant, the net assets and net profit available to shareholders would have increased/decreased by £325,260 (2018: £523,734).

At 30 June 2019

11. Investments (continued)

The table below presents the movement in Level 3 investments that were accounted for at fair value for the year ending 30 June 2019.

Year ended 30 June 2019 Group	Financial assets at fair value through profit or loss £
Opening balance Transfer to level 1*	4,823,780 (1,056,120)
Movement in unrealised gains/(losses) on investments at fair value through profit or loss Realised gain Sales proceeds	206,423 45,398 (1,067,233)
Closing balance	2,952,248
Company	Financial assets at fair value through profit or loss £
Opening balance	4,823,780
Transfer to level 1*	(1,056,120)
Movement in unrealised gains/(losses) on investments at fair value through profit or loss	171,292
Realised gain	80,529
Sales proceeds	(1,067,233)
Closing balance	2,952,248

*During the year one investment converted to equity and another listed on an exchange, and had a quoted price as at 30 June 2019.

Year ended 30 June 2018	Financial
Group	assets at fair value through profit or loss £	Available for sale £	Total £
Opening balance	1,664,286	3,816,982	5,481,268
Movement in impairment provision on investments available for sale	–	(99,952)	(99,952)
Movement in unrealised appreciation on investments available for sale
recognised in equity	–	(20,156)	(20,156)
Movement in unrealised appreciation on investments available for sale
recognised in return after taxation	–	3,865	3,865
Purchases at cost	–	–	–
Movement in unrealised gains/(losses) on investments at fair value
through profit or loss	(158,165)	–	(158,165)
Realised loss	–	16,930	16,930
Sales proceeds	–	(400,010)	(400,010)
Closing balance	1,506,121	3,317,659	4,823,780

At 30 June 2019

11. Investments (continued)

	Financial assets at fair
Company	value through profit or loss £	Available for sale £	Total £
Opening balance	1,664,286	3,816,982	5,481,268
Movement in impairment provision on investments available for sale	–	(105,215)	(105,215)
Movement in unrealised appreciation on investments available for sale recognised in equity	–	(18,115)	(18,115)
Movement in unrealised appreciation on investments available for sale recognised in return after taxation	–	7,087	7,087
Purchases at cost	–	–	–
Movement in unrealised gains/(losses) on investments at fair value
through profit or loss	(158,165)	–	(158,165)
Realised loss	–	16,930	16,930
Sales proceeds	–	(400,010)	(400,010)
Closing balance	1,506,121	3,317,659	4,823,780

During the year there were four significant disposals:

Stock	Proceeds	Cost	Valuation @ 30.06.2018
	£	£	£
Charles Taylor	514,317	334,592	595,814
Direct Line	341,909	354,049	362,174
Lloyds 7.625% Perp	308,051	204,360	522,301
Lloyds 7.875% Perp	423,809	245,997	419,721

12. Derivative Contracts

The derivative contracts serve as components of the Company's investment strategy and are utilised primarily to structure and hedge investments, to enhance performance and reduce risk to the Group (the Company does not designate any derivative as a hedging instrument for hedge accounting purposes). The derivative contracts that the Company may hold from time to time or issue include: index-linked notes, contracts for differences, covered options and other equity-related derivative instruments.

These instruments can involve a high degree of leverage and are very volatile. A relatively small movement in the underlying value of a derivative contract may have a significant impact on the profit and loss and net assets of the Group. The Company's investment objective sets limits on investments in derivatives with a high risk profile. The Investment Manager is instructed to closely monitor the Company's exposure under derivative contracts and any use of the derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Company's direct investments. The Company will not enter into uncovered short positions.

At 30 June 2019

12. Derivative Contracts (continued)

As at 30 June 2019, the Group had no positions in the following type of derivative:

Options

Options are contractual agreements that convey the right, but not the obligation, for the purchaser either to buy or sell a specific amount of a financial instrument at a fixed price, either at a fixed future date or at any time within a specified period.

The Company purchases either Put or Call options through regulated exchanges and OTC markets. Options purchased by the Company provide the Company with the opportunity to purchase (Call options) or sell (Put options) the underlying asset at an agreed-upon value either on or before the expiration of the option. The Company is exposed to credit risk on purchased options only to the extent of their carrying value, which is their fair value.

During the year ended 30 June 2018, the FTSE 100 March 2018 6,000 Put option expired.

		Group		Company
	2019	2018	2019	2018
	£	£	£	£
Movements in the period:
Opening valuation	–	63,640	–	63,640
Purchases at cost	–	–	–	–
Sales proceeds	–	–	–	–
Losses on sales	–	(339,853)	–	(339,853)
Movements in unrealised loss	–	276,213	–	276,213
Closing valuation	–	–	–	–
Closing bookcost	–	–	–	–
Closing unrealised loss	–	–	–	–
	–	–	–	–
		Group		Company
	2019	2018	2019	2018
	£	£	£	£
Analysis of capital gains
Losses on sale of investments	–	(339,853)	–	(339,853)
Movement in investment holding losses	–	276,213	–	276,213

– (63,640) – (63,640)

At 30 June 2019

13. Investment in Subsidiaries

		Company
	2019 £	2018 £
At cost	5,410,552	5,410,552
Provision for diminution in value At cost	(4,547,896) 862,656	(4,547,896) 862,656

At 30 June 2019, the Company held interests in the following subsidiary companies:

	Country of Incorporation	% share of capital held	% share of voting rights	Nature of business
Abport Limited	England	100%	100%	Investment dealing company
New Centurion Trust Limited	England	100%	100%	Investment holding company

The registered office for both companies above is:

Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY

14. Substantial Share Interests

The Company has no notified interests in 3% or more of the voting rights of any companies at 30 June 2019.

15. Trade and Other Receivables

	Group		Company
	2019	2018	2019	2018
	£	£	£	£
Amounts due from subsidiaries	–	–	25,395	20,489
Accrued income	35,577	15,998	35,577	15,998
Due from brokers	–	–	–	–
Dividends receivable	146,804	215,804	146,804	215,804
Taxation recoverable	6,064	3,182	6,064	3,182
Other receivables	4,513	30,357	4,513	30,357
	192,958	265,341	218,353	285,830

The carrying amount of trade receivables approximates to their fair value. Trade and other receivables are not past due at 30 June 2019.

16. Trade and Other Payables

	Group		Company
	2019	2018	2019	2018
	£	£	£	£
Preference dividends payable to the Company's wholly
owned subsidiary	–	–	1,033	861
Amount due to subsidiaries	–	–	101,533	101,533
Investment management fees	10,402	7,500	10,402	7,500
Other trade payables and accruals	125,061	109,587	113,522	104,761
	135,463	117,087	226,490	214,655

At 30 June 2019

17. Financial Instruments and Associated Risks

The Groups financial instruments comprise securities, cash balances, receivables and payables. They are classified in the following categories:

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

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

Investment Objective and Policy

The Group's investment objective is to provide shareholders with an attractive level of dividends coupled with capital growth over the long-term. The investing activities in pursuit of its investment objective involve certain inherent risks.

Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Group's direct investments, as described below.

Risks

The risks identified arising from the Group's financial instruments are market risk (which comprises market price risk and interest rate risk, liquidity risk and credit and counterparty risk). The Group may enter into derivative contracts to manage risk. The Board reviews and agrees policies for managing each of these risks, which are summarised below.

Market Risk

Market risk arises mainly from uncertainty about future prices of financial instruments used in the Group's business. It represents the potential loss the Group might suffer through holding market positions by way of price movements, interest rate movements and exchange rate movements. The Group assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.

Market price risk

Market price risk (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.

The Board manages the risks inherent in the investment portfolio by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance and exposure are reviewed at each Board meeting.

The Group's exposure to changes in market values was £15,777,113 (2018: £16,342,406). The direct impact of a 5% movement in the value of investments amounts to £788,856 (2018: £817,120). An equal change in the opposite direction would have decreased the net assets and net profit available to shareholders by an equal and opposite amount. The analysis is based on closing balances only and is not representative of the year as a whole. The market value of the option may move in a different direction to Securities.

At 30 June 2019

17. Financial Instruments and Associated Risks (continued)

	2019 £	2018 £
Securities available for sale Securities at fair value through profit or loss	– 15,777,113	6,592,447 9,747,882
Total investment	15,777,113	16,340,829
	2019 £	2018 £
Securities available for sale	–	329,622
Securities at fair value through profit or loss Effect on post-tax profit for the year and on equity	788,856 788,856	487,394 817,016

Interest Rate Risk

Interest rate movements may affect the level of income receivable on cash deposits. The Group's financial assets and liabilities, excluding short-term debtors and creditors, may include investment in fixed interest securities, such as UK corporate debt stock, whose fair value may be affected by movements in interest rates. The majority of the Group's financial assets and liabilities, however, are non-interest bearing. As a result, the Group's financial assets and liabilities are not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates.

The possible effects on the fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions.

	Cash flow interest rate risk 2019 £	No interest rate risk 2019 £	Total 2019 £	Cash flow interest rate risk 2018 £	No interest rate risk 2018 £	Total 2018 £
Investments available for sale	–	–	–	2,489,099	4,103,348	6,592,447
Investments at fair value through
profit or loss	3,957,341	11,817,675	15,775,016	1,506,120	8,241,762	9,747,882
Investment in Subsidiary	–	2,097	2,097	–	2,077	2,077
Other receivables*	–	188,445	188,445	–	234,984	234,984
Cash at bank	785,703	–	785,703	843,433	–	843,433
Current liabilities	–	(135,463)	(135,463)	–	(117,087)	(117,087)
	4,743,044	11,872,754	16,615,798	4,838,652	12,465,084	17,303,736

* The above table doesn't include prepayments of £4,513 (2018: £30,357).

At 30 June 2019

17. Financial Instruments and Associated Risks (continued)

Interest rate movements may affect the level of income receivable on cash deposits and fixed interest bearing securities. The impact of a 1% movement in interest rates would move net assets and net profit available to shareholders by the following amounts:

	2019 £	2018 £
Fixed interest bearing securities	2,599	3,469
Bank interest	–	1
	2,599	3,470

Liquidity Risk

The Group's assets mainly comprise readily realisable quoted and unquoted securities that can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the ability to liquidate listed securities.

The Group's liquidity risk is managed by the Investment Manager in accordance with established policies and procedures in place. Cash flow forecasting is performed in the operating entities of the Group and aggregated by the Investment Manager. The Investment Manager monitors the rolling forecasts of the group's liquidity requirements to ensure it has sufficient cash to meet obligations as they fall due.

The maturity profile of the Group's financial liabilities £135,463 (2018: £117,087) are all due in one year or less.

Credit and Counterparty Risk

Credit risk is the risk of financial loss to the Group if the contractual party to a financial instrument fails to meet its contractual obligations.

The maximum exposure to credit risk as at 30 June 2019 was £978,661 (2018: £1,108,774). The calculation is based on the Group's credit risk exposure as at 30 June 2019 and this may not be representative for the whole year.

The Group's quoted investments are held on its behalf by Fiske plc acting as the Group's custodian. Bankruptcy or insolvency of the custodian may cause the Group's rights with respect to securities held by the custodian to be delayed.

Where the Investment Manager makes an investment in a bond, corporate or otherwise, the credit rating of the issuer is taken into account so as to minimise the risk to the Group of default.

Investment transactions are carried out with a number of brokers where creditworthiness is reviewed by the Investment Manager.

Cash is only held at banks that have been identified by the Board as reputable and of high credit quality.

Foreign Currency Risk

Although the Group's performance is measured in sterling, a proportion of the Group's assets may be either denominated in other currencies, investments with currency exposure or the trading activities of its investee companies.

At 30 June, the Group held £1,285 (2018: £1,502) of investments held for sale denominated in Australian Dollars. This is not material to the Group.

At 30 June 2019

17. Financial Instruments and Associated Risks (continued)

Derivatives

The Investment Manager may use derivative instruments in order to "hedge" the market risk of part of the portfolio. The Investment Manager reviews the risks associated with individual investments and, where they believe it appropriate, may use derivatives to mitigate the risk of adverse market (or currency) movements. The Investment Manager discusses regularly the hedging strategy with the Board.

At the year end, there were no derivative contracts open (2018: none).

Capital Management Policies

Capital is managed so as to maximise the return to shareholders while maintaining a capital base to allow the Group to operate effectively. Capital is managed on a consolidated basis and to ensure that it will be able to continue as a going concern.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell securities to reduce debt.

The Board, with the assistance of the Investment Manager, monitors and reviews the capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as "equity" as shown in the consolidated balance sheet plus net debt. The gearing ratios at 30 June 2019 and 2018 were as follows:

	2019 £	2018 £
Cash and bank balances	785,703	843,433
Net cash	785,703	843,433
Ordinary shareholders' funds Gearing (net debt/ordinary shareholders' funds)	16,620,311 nil	17,568,224 nil

18. Related Party Transactions

Details of the relationship between the Company/Group and the Investment Manager, Fiske plc are disclosed in the Strategic Report pages 2 to 12.

The amounts paid to the Investment Manager, together with details of the Investment Management Agreement, are disclosed in note 3. Investment Management fees for the year amounted to £98,697 (2018: £88,259). In addition, £6,141 was paid to Fiske plc pursuant to a custody agreement (2018: £5,079).

As at the year end, the following amounts were outstanding payable to Fiske plc: £13,670 (2018: £12,579).

Key Management Personnel

The Board consists of three non-executive Directors all of whom, with the exception of Mr Perrin who is a nonexecutive Director of Fiske plc, are considered to be independent by the Board. For the year ended 30 June 2019 all Directors including, the Chairman, received an annual fee of £15,000. The Directors did not receive any other form of renumeration.

Controlling Party

The Director's consider that there is no controlling party.

At 30 June 2019

18. Related Party Transactions (continued)

At the year end, there were no outstanding fees payable to Directors (2018: £nil).

Expenses outstanding to Directors at the year end consists of £nil (2018: £nil). No interest is charged on the balance and consists of reimbursement of expenses incurred.

There were no other related party transactions during the current or previous year.

19. Transition to IFRS 9 Financial Instruments

IFRS 9 'Financial Instruments' is effective for periods beginning on or after 1 January 2018 and has been adopted by the Group in the year. IFRS 9 sets out requirements for recognising and measuring financial assets and financial liabilities and replaces IAS 39 'Financial Instruments: Recognition and Measurement'. The impact on the consolidated financial statements of the Group is detailed below.

Classification of financial assets

IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and the cash flow characteristics of the assets.

IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost, fair value through other comprehensive income and fair value through profit or loss. The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale. The new classification requirements do impact the accounting for the Group's financial assets and all investments previously classified as available for sale have been reclassified to fair value through profit or loss.

Impairment of financial assets

IFRS 9 replaces the incurred loss model in IAS 39 with a forward-looking 'expected credit loss' model. The new impairment model will apply to financial assets measured at amortised cost. There is no impact on the values reported in the financial statements from adopting IFRS 9 in respect of expected credit losses.

Cash and cash equivalents

Cash and cash equivalents are held at banks with a strong credit rating and are not subject to any period of notice. The Group typically maintains a low value of cash and cash equivalents and often a net overdrawn cash position as part of its RCF funding arrangement. There is no impact on the values reported in the financial statements from adopting IFRS 9 in respect of expected credit losses.

Classification of financial liabilities

IFRS 9 largely retains the existing requirements in IAS 39 for the classification of financial liabilities. The classification requirements of IFRS 9 do not impact the financial statements.

Transition

The impact on the financial statements from the adoption of IFRS 9 is detailed below. The Group and Company has applied the simplified approach and therefore adjustments on transition to IFRS 9 are presented as an adjustment to opening reserves at 1 July 2018.

At 30 June 2019

19. Transition to IFRS 9 Financial Instruments (continued)

Opening Reserves Adjustment	Year ended 30 June 2018 £
Consolidated Balance Sheet and Consolidated Statement of Changes in Equity
Capital and reserves
Revaluation Reserve	(1,917,418)
Capital Reserve	1,917,418

–

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 153rd Annual General Meeting of the Company will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 21 November 2019 at 11.30am to consider and, if thought fit, pass the following resolutions, of which numbers 1 to 9 and 13 will be proposed as ordinary resolutions and numbers 10 to 12 as special resolutions.

Ordinary Business

Resolution 1 – Ordinary Resolution To receive and adopt the Strategic Report, Reports of the Directors' and Auditor and the audited financial statements for the year ended 30 June 2019.

Resolution 2 – Ordinary Resolution To receive and approve the Directors' Remuneration Report for the year ended 30 June 2019.

Resolution 3 – Ordinary Resolution To re-elect I. R. Dighé as a Director of the Company.

Resolution 4 – Ordinary Resolution To re-elect T. M. Metcalfe as a Director of the Company.

Resolution 5 – Ordinary Resolution To re-elect M. H. W. Perrin as a Director of the Company.

Resolution 6 – Ordinary Resolution

To appoint PKF Littlejohn LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next meeting at which financial statements are laid before the Company.

Resolution 7 – Ordinary Resolution To authorise the Directors to determine the remuneration of the Auditor.

Resolution 8 – Ordinary Resolution

To approve the Company's dividend payment policy as set out on page 10 of the Annual Report and Accounts for the year ended 30 June 2019.

Resolution 9 – Ordinary Resolution

THAT, in substitution for any existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ("the Act") to exercise all the powers of the Company to allot ordinary shares of 50 pence each in the capital of the Company ("ordinary shares") up to an aggregate nominal amount of £238,602 (being 10% of the issued ordinary share capital of the Company at the date of this Notice, during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of the Annual General Meeting of the Company to be held in 2020 (unless previously renewed, varied or revoked by the Company in general meeting) (the "Section 551 period"), but so that the Company may, at any time prior to the expiry of the Section 551 period, make offers or agreements which would or might require ordinary shares to be allotted after the expiry of the Section 551 period and the Directors may allot ordinary shares in pursuance of such offers or agreements as if the authority had not expired.

NOTICE OF ANNUAL GENERAL MEETING continued

Resolution 10 – Special Resolution

THAT, in substitution for any existing authorities, subject to the passing of Resolution 9, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of the Act, to allot ordinary shares for cash pursuant to the authority conferred on the Directors by Resolution 9 above, and to sell ordinary shares from Treasury for cash as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £119,301 (being 5% of the issued ordinary share capital of the Company at the date of this Notice, such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 (unless previously renewed, varied or revoked by the Company in general meeting) save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold after the expiry of such power and the Directors may allot or sell ordinary shares in pursuance of such an offer or agreement as if such power had not expired.

Resolution 11 – Special Resolution

THAT, the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 50p each in the capital of the Company ("ordinary shares") provided that:

a) the maximum number of ordinary shares hereby authorised to be purchased is 715,330 (representing 14.99% of the ordinary shares in issue, excluding shares held in Treasury at the date of this Notice);
b) the minimum price which may be paid for each ordinary share is 50p;
c) the maximum price which may be paid for each Ordinary Share shall not be more than the higher of: (i) an amount equal to 105% of the average of the middle market quotations of ordinary shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the contract of purchase is made; and (ii) the higher of the price of the last independent trade in the ordinary shares and the highest then current independent bid for the ordinary shares on the London Stock Exchange;
d) this authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the Annual General Meeting of the Company to be held in 2020;
e) the Company may make a contract of purchase for ordinary shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration; and
f) any ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in Treasury and if held in Treasury may be resold from Treasury or cancelled at the discretion of the Directors.

Resolution 12 – Special Resolution

THAT, a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. Special Business.

Resolution 13 – Ordinary Resolution

THAT, the Company shall continue in existence as a closed-ended investment trust in accordance with the Articles of Association.

By order of the Board Maitland Administration Services Limited Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY

20 September 2019

NOTICE OF ANNUAL GENERAL MEETING continued

NOTES

Right to appoint a proxy

1. A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy does not need to be a member of the Company. A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
1. A proxy form which may be used to make such appointment and give proxy directions accompanies this notice. If you do not receive a proxy form and believe that you should have one, or if you require additional proxy forms in order to appoint more than one proxy, please contact the Registrar on 0371 384 2030 or, if dialing internationally, on +44 (0) 121 415 7047. The helpline is open Monday to Friday 8.30am to 5.30pm, excluding public holidays in England and Wales.

Procedure for appointing a proxy

1. To be valid, the proxy form, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof, should be lodged at the office of the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA and must be received by post or (during normal business hours only) by hand at Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex no later than 48 hours (excluding non-working days) before the time of the meeting or any adjournment thereof.
1. The return of a completed proxy form will not preclude a member from attending the Annual General Meeting and voting in person if he or she wishes to do so.The termination of the authority of a person to act as proxy must be notified to the Company in writing.

Nominated persons

1. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
1. The statement of the rights of members in relation to the appointment of proxies in notes 1 and 3 above does not apply to Nominated Persons. The rights described in those notes can only be exercised by members of the Company.

Record date and entitlement to vote

1. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be entered on the Company's register of members at 18:30 on 19 November 2019 (or, in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the right of any person to attend and vote at the meeting. Only holders of ordinary shares are entitled to attend and vote at the Annual General Meeting.
1. As at 19 September 2019 (the business day prior to the publication of this notice), the Company's issued share capital amounted to 4,772,049 ordinary shares carrying one vote each. The total voting rights in the Company as at 19 September 2019 were 4,772,049 votes.

Members' rights

1. In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if:
2. a) to do so would:
  - (i) interfere unduly with the preparation for the meeting, or
  - (ii) involve the disclosure of confidential information;
3. b) the answer has already been given on a website in the form of an answer to a question; or
4. c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

NOTICE OF ANNUAL GENERAL MEETING continued

1. Members should note that it is possible that, pursuant to requests made by members of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006.The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006.Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
1. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to members of the Company entitled to receive notice of the Annual General Meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General Meeting unless: (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the Annual General Meeting.
1. Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the Annual General Meeting.

Documents

1. The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the dates of this Notice will be available on the Company's website, www.maitlandgroup.com.
1. None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting.

Registered in England and Wales No. 4205

AI Terminal

The Investment Company PLC

4642_10-k_2019-06-30_cc2cc141-4746-4bf4-9cf5-fef1e1c654ea.pdf

THE INVESTMENT COMPANY PLC

REPORT AND ACCOUNTS

CONTENTS

DIRECTORS AND ADVISERS

DIRECTORS (all non-executive)

ADVISERS

Secretary, Administrator and Registered Office Independent Auditors

Investment Manager Equiniti Limited

Broker

Registrar

STRATEGIC REPORT

SUMMARY OF RESULTS

FINANCIAL CALENDAR

CHAIRMAN'S STATEMENT

Overall impact on NAV

Portfolio Changes

Costs

Dividends

Outlook and Recommendation

AGM

INVESTMENT MANAGER'S REPORT

Performance

Portfolio

Future Prospects

M. Foster, J. Harrison & J. Dieppe Fiske plc 20 September 2019

TWENTY LARGEST INVESTMENTS

TWENTY LARGEST INVESTMENTS

CORPORATE SUMMARY

Business and management of the Company

Investment Objective

Investment Policy

Risk diversification

Unquoted investments

Investment strategy

Performance

Dividend Policy

Total Assets and Net Asset Value

Principal Risks and Uncertainties

Risk Management

1. Market price risk

2. Interest rate risk

3. Liquidity risk

Additional risks and uncertainties include:

Key Performance Indicators ("KPIs")

Viability Statement

Future Prospects

Board Diversity

Environmental, Human Rights, Employee, Social and Community Issues

DIRECTORS' REPORT

The Company

Directors

Directors' and Officers' Liability Insurance

Conflicts of Interest

Capital Structure

Substantial Shareholdings

Investment Management

Details of the Investment Manager

Michael Foster

James Harrison

Julian Dieppe

Investment Management Agreement

Financial Instruments

Requirements of the Listing Rules

Change of Control

Going Concern

Articles of Association

Annual General Meeting

Resolutions 9 and 10: Authority to issue shares and disapplication of pre-emption rights

Purchase of Own Shares

Notice Period for General Meetings

Continuation vote

Recommendation

Modern Slavery Act

Greenhouse Gas Emissions

Auditor Information

Auditor

CORPORATE GOVERNANCE STATEMENT