Annual Report • Nov 6, 2025
Annual Report
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for the year ended 30th June 2025
| Page | |
|---|---|
| INVESTMENT OBJECTIVE | 2 |
| COMPANY INFORMATION | 3 |
| BOARD OF DIRECTORS | 4 |
| STRATEGIC REPORT: | |
| – FINANCIAL HIGHLIGHTS | 5 |
| – CHAIRMAN'S STATEMENT | 6 |
| – INVESTMENT MANAGER'S REPORT | 7 |
| – SCHEDULE OF LARGEST INVESTMENTS | 10 |
| – STRATEGIC REVIEW | 11 |
| DIRECTORS' REPORT | 18 |
| CORPORATE GOVERNANCE STATEMENT | 25 |
| REPORT OF THE AUDIT AND RISK COMMITTEE | 29 |
| DIRECTORS' REMUNERATION REPORT | 32 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES | 35 |
| INDEPENDENT AUDITOR'S REPORT | 36 |
| STATEMENT OF COMPREHENSIVE INCOME | 48 |
| STATEMENT OF CHANGES IN EQUITY | 49 |
| BALANCE SHEET | 50 |
| CASH FLOW STATEMENT | 51 |
| NOTES TO THE ACCOUNTS | 52 |
| NOTICE OF ANNUAL GENERAL MEETING | 75 |
The Company's current objective is to achieve total return through capital growth and income.
THIS DOCUMENT IS IMPORTANT and, if you are a holder of Ordinary shares requires your attention. If you are in doubt as to what action to take you should seek advice from your own independent personal financial advisor. If you have sold or otherwise transferred all of your Ordinary shares in the capital of the Company you should send this document and the accompanying Form of Proxy immediately to the purchaser or transferee; or to the stockbroker, bank or other agent through whom the sale or transfer was effected.
The Company's shares are traded on the London Stock Exchange and are not subject to restriction under the Financial Conduct Authority's non-mainstream investment products regime.
1 Knightsbridge Green, London, SW1X 7QA Company Number: 03969011
G Howard-Spink (Chairman) J L Duffield (Deputy Chairman) D J Gamble W McQuaker
Brompton Asset Management Limited 1 Knightsbridge Green, London SW1X 7QA (Authorised and regulated by the Financial Conduct Authority)
Apex Fund Administration Services (UK) Ltd Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY Telephone: 01245 398950 | email: [email protected]
CMS Cameron McKenna Nabarro Olswang LLP Cannon Place, 78 Cannon Street London EC4N 6AF
Forvis Mazars LLP 30 Old Bailey, London EC4M 7AU
Brown Brothers Harriman & Co Park House, 16 – 18 Finsbury Circus, London EC2M 7EB
Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Telephone: 0371 384 2549 Website: shareview.co.uk
www.nsitplc.com
The Company's shares are traded on the London Stock Exchange and their prices are shown in the Financial Times under "Investment Companies".
Geoffrey Howard-Spink (Chairman)* was one of the founders in 1981 of Lowe Group Limited, one of the UK's biggest advertising groups. He was Chairman of Immedia Group PLC and a director of Chrysalis. Mr Howard-Spink has been a Director since 2000. He was appointed Chairman of the Company with effect from 13th May 2009.
John L Duffield (Deputy Chairman) is the Chairman of Brompton Asset Management Group Limited. Mr Duffield was Chairman of New Star Asset Management Group PLC between 2000 and April 2009. Prior to founding New Star, Mr. Duffield was the founder and chief executive of Jupiter International Group from 1985 to 2000.Mr. Duffield has been a Director since 2000.
David Gamble* was Chief Executive of British Airways Pension Investment Management from 1993 to 2004. He has also served as a director of numerous financial services companies including a number of investment companies. Mr. Gamble was appointed a Director on 16th November 2017 and is the Chairman of the Audit and Risk Committee.
William McQuaker* was head of Multi-Asset at Henderson Global Investors from June 2005 to April 2016. He is currently a senior adviser to the Solutions & Multi-Asset team at Fidelity International Limited and sits on the investment committee of wealth management company, Artorius. Mr. McQuaker was appointed a Director on 19th June 2023.
* Members of the Audit and Risk Committee and Independent Directors.
for the year ended 30th June 2025
| 30th June 2025 |
30th June 2024 |
% Change |
|
|---|---|---|---|
| PERFORMANCE | |||
| Net assets (£ '000) | 121,140* | 137,861 | (12.13) |
| Net asset value per Ordinary share | 170.56p* | 194.11p | (12.13) |
| Mid-market price per Ordinary share | 110.00p* | 131.50p | (16.35) |
| Discount of price to net asset value | 35.5% | 32.3% | n/a |
| Total Return** | 2.08% | 11.69% | n/a |
| IA Mixed Investment 40% - 85% Shares (total return) | 5.57% | 11.80% | n/a |
| MSCI AC World Index (total return, sterling adjusted) | 7.64% | 20.61% | n/a |
| MSCI UK Index (total return) | 11.03% | 13.16% | n/a |
| 1st July 2024 to | 1st July 2023 to | ||
| 30th June 2025 | 30th June 2024 | ||
| Revenue return per Ordinary share | 4.25p | 4.05p | |
| Capital return per Ordinary share | (0.21)p | 16.62p | |
| Return per Ordinary share | 4.04p | 20.67p | |
| TOTAL RETURN** | 2.08% | 11.69% | |
| DIVIDEND PER ORDINARY SHARE | |||
| Interim paid April 2025 | 1.70p | 1.70p | |
| Proposed final dividend | 1.85p | 1.70p | |
| 3.55p | 3.40p | ||
| B Share Redemption | 24.00p | – | |
| RECEIVABLE BY SHAREHOLDERS | 27.55p | 3.40p |
* After return of capital (B Shares).
* The total return figure for the Company represents the revenue and capital return shown in the Statement of Comprehensive Income before dividends paid, the B Share redemption payment and after deducting B Share issue costs, as a percentage of opening net assets. The total return performance basis is the industry standard and is considered a more appropriate measure than just the revenue return. This is an alternative performance measure.
for the year ended 30th June 2025
Your Company's generated a total return of 2.08% over the year to 30th June 2025, leaving the net asset value (NAV) per ordinary share at 170.56p. By comparison, the Investment Association's Mixed Investment 40-85% Shares Index gained 5.57%. The MSCI AC World Total Return Index gained 7.64% in sterling while the MSCI UK All Cap Total Return Index rose 11.03%. Over the year, UK government bonds returned 1.42%. Further information is provided in the investment manager's report.
Your Company made a revenue profit for the year of £3.02 million (2024: £2.88 million).
Following an extraordinary general meeting in July 2024, £17 million was returned to shareholders in August by way of a "B" share issue and a subsequent redemption of the shares at a price of 24p per B share. Following the scheme, your Company's total issued share capital and voting rights were unchanged. The scheme involved reducing your Company's holdings across the board with a view broadly to maintaining in percentage terms the asset allocation, including the allocation to cash. As a result, the portfolio's risk profile was broadly unchanged.
At the annual meeting on 5th December, shareholders approved the proposal by your Board to change the investment objective from long-term capital growth to long-term total return through capital growth and income.
Your Company has no borrowings. It ended the year under review with cash representing 15% of its NAV and is likely to maintain a significant cash position. In respect of the financial year to 30th June 2025, your Directors recommend the payment of a final dividend of 1.85p per share, making a total for the year of 3.55p (2024: 3.4p).
During the year under review, your Company's shares continued to trade at a significant discount to their NAV. The Board keeps this issue under regular review.
In the autumn of 2025, equity markets appeared likely to benefit overall from central bank monetary easing. The most attractive opportunities appeared to be among lowly valued large companies in the UK, Europe excluding the UK and some emerging markets. High US equity valuations, however, appeared vulnerable to disappointment after the strong rises of recent years driven by investor enthusiasm for technology in general and artificial intelligence advances in particular. Your Company's cash and bond investments provide diversification should equity markets falter and as well as income to pay dividends.
Your Company's unaudited NAV at 30th September 2025 was 180.56p per share.
Geoffrey Howard-Spink Chairman 31st October 2025
for the year ended 30th June 2025
Leading western central banks cut their policy interest rates over the year to 30th June 2025 in response to moderating inflation. The US Federal Reserve reduced its 5.25-5.5% rate by a half percentage point in September 2024 and then made quarter point cuts in November and December but then left the rate unchanged at 4.25-5% in response to near full employment and sticky inflation data. The Core Personal Consumption Expenditures Price Index, the Fed's preferred inflation measure, rose from 2.63% in June 2024 to 2.9% in July 2025. Inflation may rise further because of President Trump's immigration clampdown and import tariff increases. The President has criticised the Fed's refusal to ease policy further because he wishes to stimulate economic growth and weaken the dollar. Investors are nervous about this challenge to central bank independence.
Eurozone interest rates have fallen more rapidly. The European Central Bank cut its key policy rate by a quarter point on seven occasions over the year under review in response to falling inflation, taking the rate from 3.75% to 2%. In September 2025, the latest date for which data are available, inflation was slightly above target at 2.2%. Donald Trump ended the Pax Americana era when he told Europe's leaders they could no longer rely on the US for security. In Germany, the Chancellor, Friedrich Merz, announced welfare spending cuts while increasing infrastructure and defence spending.
Investors are concerned about high public sector borrowing and fiscal deficits in France, the UK and the US. Donald Trump's "Big Beautiful Bill" passed in the Senate after the vice president, JD Vance, cast his swing vote in favour. The measure extended the President's first term tax cuts, increased defence spending and cut benefits. The US trade deficit rose further but the President announced swingeing tariffs on US imports. Tariff revenues may benefit America's fiscal deficit but dollar weakness indicates investor unease. The Moody's credit ratings agency downgraded US government bonds although they remained amongst the safest investments according to the ratings.
UK policy interest rates reached a 5.25% cyclical peak in 2023 and were unchanged until August 2024 when the Bank of England announced the first of five quarter point cuts that in aggregate took the rate to 4% in September 2025. UK inflation rose from 2.0% in June 2024 to 3.8% in September 2025 as wage rises contributed to 4.7% services inflation and 2.8% goods inflation. The Bank eased policy despite above target inflation because economic activity levels were weak. Rachel Reeves, chancellor, faces tough decisions on taxes in her autumn Budget if she intends to narrow the budget deficit without further damaging economic activity.
Some emerging market economies faced significant US tariff rises but may benefit from higher growth rates and lower public sector borrowing relative to gross domestic product. Dollar weakness may also prove a catalyst for investors to buy emerging market equities, which were trading on lower valuations at your Company's year-end.
Your Company's total return over the year under review was 2.08%. By comparison, the Investment Association Mixed Investment 40-85% Shares sector, a peer group of funds with a multi-asset approach to investing and a typical investment in global equities in the 40-85% range, rose 5.57%. The MSCI AC World Total Return Index rose 7.64% in sterling while the MSCI UK All Cap Total Return Index rose 11.03%. Global bonds returned 0.46% in sterling while UK government bonds returned 1.42%.
for the year ended 30th June 2025
During the year under review, Your Company's performance was negatively affected by its relatively low allocation to US equities, which outperformed the benchmark, and from dollar weakness. By contrast, your Company's equity investments in the UK and emerging markets were beneficial. In August 2024, £17 million was returned to shareholders via a B share issue and redemption. To fund this, your Company's investments were sold on a broadly pro-rata basis to maintain the portfolio's overall asset allocation.
US equities rose 6.23% in sterling over the year, with technology stocks marginally outperforming. DeepSeek, a Chinese artificial intelligence (AI) innovator, unveiled a large language model developed at a fraction of the cost of proprietary US AI models and made the source code freely available. This resulted in significant volatility for technology stocks as investors reassessed AI's commercial potential. Polar Capital Global Technology, which has a bias towards AI beneficiaries, however, rose 11.61%, outperforming 6.74% return for US technology stocks in sterling.
Your Company started the year under review with a relatively low allocation to US stocks and the US weighting was further reduced in response to high valuations and the growing concentration risk caused by investor exuberance about AI. This drove the percentage of the US market represented by large technology companies to unprecedented levels. The holdings in Polar Capital Global Technology and the iShares Core S&P 500 exchange traded fund (ETF) were reduced as part of the return of capital to shareholders and the Polar Capital Global Technology holding was reduced by a further £3 million in October 2024.
Your Company benefited from strong performance by UK stocks, up 11.03% as investors bought into a market that was relatively lowly valued and yielded more than many overseas markets. This higher yield supports your Company's ability to pay dividends. Man Income returned 14.16% while Chelverton UK Equity Income, a small company investment, returned 7.33%. Aberforth Geared Value & Income, the successor investment trust to Aberforth Split Level Income, was launched at the start of your Company's financial year. Its shares fell 23.01% over the year as they traded at a discount to their net asset value. The fall came despite the 11.14% gain by UK smaller companies over the year.
Equities in Asia excluding Japan and emerging markets rose 8.38% and 6.98% respectively in sterling over the year despite the imposition of significant US tariffs on Chinese and Indian goods. Your Company's holdings in the JP Morgan Global Emerging Markets Income investment trust and its related open ended fund gained 11.05% and 5.00% respectively as Asian technology stocks including Taiwan Semiconductor Manufacturing Company and Samsung Electronics were buoyed by investor enthusiasm. Prusik Asian Equity Income, which has a value investment style and holds high yielding stocks such as CK Hutchison and Jardine Matheson, gained 9.93%. A bias towards higher dividend payers also helped Schroder Oriental Income and Schroder Asian Income Maximiser return 9.29% and 3.51% respectively.
Indian equities fell 5.65% in sterling over the year as investors preferred more lowly valued emerging markets. Stewart Investors Indian Subcontinent, one of your Company's largest investments, underperformed, falling 12.43%. Your Company's emerging markets weighting increased through a £1.25 million investment in Cusana Emerging Markets Equities but it was later reduced through the sale of Polen Capital Asia Income following the departure of its manager to raise £3.4 million.
for the year ended 30th June 2025
Your Company's sterling hedged global bond investments made significant gains as global bonds rose 8.91% in dollar terms but just 0.46% in sterling because of the dollar's 7.75% fall against the pound. The sterling hedged holdings in Franklin Templeton Emerging Market Bond and the iShares Treasury Bond 7-10 years exchange traded fund returned 14.75% and 5.17% respectively. Within the UK allocation, Schroder Strategic Credit returned 8.28%. These investments combined with sterling and dollar cash provided diversification and income although the weak dollar hurt performance.
Your Company's portfolio ended the year under review positioned positively because equity markets should benefit from monetary easing by the leading western central banks. US equities, which have led markets higher in recent years, appear priced for near perfection, however, with expected returns close to the returns offered by low risk investments such as 2 year US government bonds. This implies that investors are receiving little compensation for the additional risk inherent in investing in US equities. By contrast, larger companies in the UK, the eurozone and some emerging markets appeared to offer attractive returns relative to lower risk assets. Sterling and dollar deposits, bond investments and lower risk multi-asset investments provide diversification and some protection should equity markets fall overall as well as contributing to your Company's ability to pay dividends.
Brompton Asset Management Limited Investment manager 31st October 2025
for the year ended 30th June 2025
| Market value 30th June |
Purchases/ (Sales) |
Market movement |
Market value 30th June |
% of net assets |
|
|---|---|---|---|---|---|
| 2024 | 2025 | ||||
| £'000 | £'000 | £'000 | £'000 | ||
| Polar Capital Global Technology | 12,243 | (4,800) | 847 | 8,290 | 6.84 |
| Man Income Fund | 7,180 | (1,073) | 443 | 6,550 | 5.40 |
| TM Redwheel Global Equity Income Fund | 7,221 | (1,051) | (64) | 6,106 | 5.04 |
| Baillie Gifford Global Income Growth | 7,326 | (1,075) | (237) | 6,014 | 4.96 |
| iShares Core S&P 500 UCITS ETF | 6,643 | (1,001) | 203 | 5,845 | 4.82 |
| Aquilus Inflection Fund | 5,066 | (590) | 92 | 4,568 | 3.77 |
| Stewart Investors Indian Subcontinent Fund | 5,698 | (841) | (616) | 4,241 | 3.50 |
| MI Chelverton UK Equity Income Fund | 4,609 | (677) | 58 | 3,990 | 3.29 |
| EF Brompton Global Conservative Fund | 4,757 | (935) | 39 | 3,861 | 3.19 |
| EF Brompton Global Equity Fund | 4,267 | (627) | 127 | 3,767 | 3.11 |
| FTF Clearbridge Global Infrastructure Income | 3,907 | (565) | 313 | 3,655 | 3.02 |
| Vietnam Enterprise Investments | 3,497 | – | 113 | 3,610 | 2.98 |
| EF Brompton Global Adventurous Fund | 3,774 | (532) | 149 | 3,391 | 2.80 |
| Schroder Asian Income Maximiser L Income | 4,065 | (591) | (185) | 3,289 | 2.72 |
| EF Brompton Global Growth Fund | 3,563 | (493) | 125 | 3,195 | 2.64 |
| Schroder Strategic Credit Fund L Income | 3,050 | – | 56 | 3,106 | 2.56 |
| MI Brompton UK Recovery Unit Trust | 3,290 | (440) | 250 | 3,100 | 2.56 |
| Aberforth Geared Value & Income Trust* | 4,065 | (499) | (568) | 2,998 | 2.47 |
| iShares \$ Treasury Bond 7-10yr UCITS ETF | 2,945 | – | 35 | 2,980 | 2.46 |
| Prusik Asian Equity Income Fund | 2,973 | (425) | 94 | 2,642 | 2.18 |
| EF Brompton Global Balanced Fund | 2,745 | (358) | 49 | 2,436 | 2.01 |
| Cusana Emerging Market Equity Fund | 1,203 | 1,250 | (88) | 2,365 | 1.95 |
| EF Brompton Global Income Fund | 2,236 | – | 24 | 2,260 | 1.87 |
| MI Polen Capital Asia Income Fund | 4,147 | (3,994) | (153) | – | – |
| 110,470 | (19,317) | 1,106 | 92,259 | 76.16 | |
| Balance not held in investments above | 11,246 | (472) | 9 | 10,783 | 8.90 |
| Total investments (excluding cash) | 121,716 | (19,789) | 1,115 | 103,042 | 85.06 |
* The holding in Aberforth Split Level Trust was converted into Aberforth Geared Value and Income Trust during the year.
The income return from the largest holdings above is not included in the table.
The investment portfolio, excluding cash and bank deposits, can be further analysed as follows:
| £ '000 | |
|---|---|
| Investment funds | 74,535 |
| Investment companies and exchange traded funds | 24,868 |
| Unquoted investments, including loans of £0.1m | 2,748 |
| Other quoted investments | 891 |
| 103,042 |
for the year ended 30th June 2025
The Strategic Review is designed to provide information primarily about the Company's business and results for the year-ended 30th June 2025. The Strategic Review should be read in conjunction with the Chairman's Statement on page 6 and the Investment Manager's Report on pages 7 to 9, which provide a review of the year's investment activities of the Company and the outlook for the future. The Directors' Report on pages 18 to 24 and the Corporate Governance Statement on pages 25 to 28 form part of this Strategic Report.
The Company is an investment company under section 833 of the Companies Act 2006. It is an Approved Company under the Investment Trust (Approved Company) (Tax) Regulations 2011 (the 'Regulations') and conducts its affairs in accordance with those Regulations so as to retain its status as an investment trust and maintain exemption from liability to United Kingdom capital gains tax (see page 74 for an uncertainty).
The Company is a small registered Alternative Investment Fund Manager.
The Directors acknowledge the expectation under the UK Code on Corporate Governance issued by the Financial Reporting Council in July 2018 (the 'Code') that they formally define a purpose for the Company. The Directors have reviewed this requirement and consider that the Company's purpose is to deliver the Company's stated investment objective to achieve long-term capital growth for the benefit of its investors.
Similarly, the Directors have also considered the Company's culture and values in line with the Code requirements. The Board has formed the view that as the Company has no direct employees, and with operational management outsourced to the Investment Manager, the Administrator and the Company Secretary, the Company's culture and values have to be those of the Board. Having a stable composition and established working practices, the Board is defined by experienced membership, trust and robust investment challenge. These are therefore the key characteristics of the Company's culture and values.
The Directors are aware of their responsibilities to stakeholders under both the Code and legislation through regular governance updates from the Company Secretary. As a UK listed investment trust, the Directors outsource operational management of the Company, including day-to-day management of the investment portfolio, to third parties. As a consequence, the Directors consider their key stakeholder groups to be limited to the Company's shareholders, its third-party advisers and service providers, and individual Board members.
The Company's Articles of Association, the Board's commitment to follow the principles of the Code and the involvement of the independent Company Secretary in Board matters enable the Directors to meet their responsibilities towards individual shareholder groups and Board members. Governance procedures are in place which allow both investors and Directors to ask questions or raise concerns appropriately. The Board is satisfied that those governance procedures mean the Company can act fairly between individual shareholders and takes account of Mr Duffield's significant shareholding. In considering the payment of the minimum dividend required to maintain investment trust tax status, the recommendations to vote in favour of the resolutions at the AGM and the asset allocation within the investment portfolio, the Board
for the year ended 30th June 2025
assessed the potential benefits to shareholders. The Board meets its major service providers at least quarterly and Shareholders' views are obtained at the Annual General Meeting.
The Board also regularly considers the performance of its significant independent third-party service providers. Those third-party service providers in turn have regular opportunities to report on matters meriting the attention of the Board, including in relation to their own performance. The Board is therefore confident that its responsibilities to each of its key stakeholder groups are being discharged effectively.
As the Company does not have any employees, the Board does not consider it necessary to establish means for employee engagement with the Board as required by the latest version of the Code.
Investment Objective
During the year the Company's investment objective was amended to achieve total return through capital growth and income.
Investment Policy
The Company's investment policy is to allocate assets to global investment opportunities through investment in equity, bond, commodity, real estate, currency and other markets. The Company's assets may have significant weightings to any one asset class or market, including cash.
The Company will invest in pooled investment vehicles, exchange traded funds, futures, options, limited partnerships and direct investments in relevant markets. The Company may invest up to 15% of its net assets in direct investments in relevant markets.
The Company will not follow any index with reference to asset classes, countries, sectors or stocks. Aggregate asset class exposure to any one of the United States, the United Kingdom, Europe ex UK, Asia ex Japan, Japan or Emerging Markets and to any individual industry sector will be limited to 50% of the Company's net assets, such values being assessed at the time of investment and for funds by reference to their published investment policy or, where appropriate, the underlying investment exposure.
The Company may invest up to 20% of its net assets in unlisted securities (excluding unquoted pooled investment vehicles), such values being assessed at the time of investment.
The Company will not invest more than 15% of its net assets in any single investment, such values being assessed at the time of investment.
Derivative instruments and forward foreign exchange contracts may be used for the purposes of efficient portfolio management and currency hedging. Derivatives may also be used outside of efficient portfolio management to meet the Company's investment objective. The Company may take outright short positions in relation to up to 30% of its net assets, with a limit on short sales of individual stocks of up to 5% of its net assets, such values being assessed at the time of investment.
for the year ended 30th June 2025
The Company may borrow up to 30% of net assets for short-term funding or long-term investment purposes.
No more than 10%, in aggregate, of the value of the Company's total assets may be invested in other closed-ended investment funds except where such funds have themselves published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds.
Information on the Company's portfolio of assets with a view to spreading investment risk in accordance with its investment policy is set out on page 10.
For the year ended 30th June 2023, the Company changed its management fee allocation policy. Previously the management fee was charged to income. As the Company invests on a fund of funds basis, for much of the investment portfolio this resulted in two investment management fees being charged to income. For 2023 and subsequent periods, the management fee charged directly by Brompton is being allocated to the capital account.
Net assets at 30th June 2025 totalled £121,140,000 compared with £137,861,000 at 30th June 2024. In the year under review, the NAV per Ordinary share decreased by 12.13% from 194.11p to 170.56p. The decrease in NAV per share of 23.55p resulted from the B Share issue redemption (24.00p), dividends paid (3.40p), capital loss (0.21p) and B share issue expenses (0.18p) offset by the revenue return (4.25p). Final dividends of 1.70p per share in respect of 2024 and an interim dividend for 2025 of 1.70p per share were paid.
The B Share repayment of £17 million was funded from the sale of investments, resulting in the year on year fall in the valuation of investments.
The Company's gross revenue rose to £3,398,000 (2024: £3,256,000). This increase in revenue was achieved despite the fall in net assets following the B Share redemption. The Company continued to invest in higher income producing funds. Interest on the bank balances remained significant but decreased as interest rates were lower. After deducting expenses and taxation, the revenue profit for the year was £3,021,000 (2024: £2,881,000).
Total expenses, including the management fee charged to capital, for the year decreased slightly to £1,119,000 (2024: £1,186,000). In the year under review the investment management fee decreased to £742,000 (2024: £811,000), reflecting the Company's lower average NAV over the period following the B Share redemption. Further details on the Company's expenses may be found in notes 3 and 4 on page 57.
Historically, dividends have not formed a central part of the Company's investment objective. The increased investment in income focused funds over the last few years and charging management fees to capital has enabled the Directors to declare an increased dividend more recently. At the half year the Company paid a dividend of 1.70p per share. The Directors propose a final dividend of 1.85p per Ordinary share in respect of the year ended 30th June 2025 (2024: 1.70p). If approved at the Annual General Meeting, the dividend will be paid on 12th December 2025 to shareholders on te register at the close of business on 14th November 2025 (ex-dividend 13th November 2025).
The primary source of the Company's funding is shareholder funds.
for the year ended 30th June 2025
While the future performance of the Company is dependent, to a large degree, on the performance of international financial markets, which in turn are subject to many external factors, the Board's intention is that the Company will continue to pursue its stated investment objective in accordance with the strategy outlined above. Further comments on the short-term outlook for the Company are set out in the Chairman's Statement on page 6 and the Investment Manager's report on pages 7 to 9.
Throughout the year the Company's investments included seven funds managed by the Investment Manager (2024: seven). No investment management fees were payable directly by the Company in respect of these investments.
In order to measure the success of the Company in meeting its objectives, and to evaluate the performance of the Investment Manager, the Directors review at each meeting: net asset value, income and expenditure, asset allocation and attribution, the share price of the Company and the discount. The Directors consider a number of different indicators as the Company does not have a formal benchmark and performance against those is shown in the Financial Highlights on page 5.
Performance is discussed in the Chairman's Statement and Investment Manager's Report on pages 7 to 9.
The principal risks identified by the Board, and the steps the Board takes to mitigate them, are discussed below. The Audit and Risk Committee reviews existing and emerging risks on a sixmonthly basis. The Board has closely monitored the societal, economic and market focused implications of recent events.
Inappropriate long-term strategy, asset allocation and fund selection could lead to underperformance. The Board discusses investment performance at each of its meetings and the Directors receive reports detailing asset allocation, investment selection and performance.
The Company's future performance is heavily dependent on the performance of different equity and currency markets. The Board cannot mitigate the risks arising from adverse market movements. However, diversification within the portfolio will reduce the impact. Further information is given in portfolio risks below.
The scale and potential adverse impact of a macro-economic event, such as a pandemic and the outbreak of localised wars has highlighted the possibility of a number of identified risks such as market risk, currency risk, investment liquidity risk and operational risk having an adverse impact at the same time. The risk may impact on the value of the Company's investment portfolio, its liquidity, meaning investments cannot be realised quickly, or the Company's ability to operate if the Company's suppliers face financial or operational difficulties. The Directors closely monitor these areas and currently maintain a significant cash balance.
for the year ended 30th June 2025
Portfolio risks - market price, foreign currency and interest rate risks
The largest investments are listed on page 10. Investment returns will be influenced by interest rates, inflation, investor sentiment, availability/cost of credit and general economic and market conditions in the UK and globally. A significant proportion of the portfolio is in investments denominated in foreign currencies and movements in exchange rates could significantly affect their sterling value. The Investment Manager takes all these factors into account when making investment decisions but the Company does not normally hedge against foreign currency movements. The Board's policy is to hold a spread of investments to reduce the impact of the risks arising from the above factors, investing in a spread of asset classes and geographic regions.
The discount in the price at which the Company's shares trade to net asset value means that shareholders cannot realise the real underlying value of their investment. For a number of years, the Company's share price has been at a significant discount to the Company's net asset value. The Directors regularly review the level of discount, however given the investor base of the Company, the Board is very restricted in its ability to influence the discount to net asset value.
The quality of the team employed by the Investment Manager is an important factor in delivering good performance and the loss of key staff could adversely affect returns. A representative of the Investment Manager attends each Board meeting and the Board is informed if any major changes to the investment team employed by the Investment Manager are proposed. The Investment Manager regularly informs the Board of developments and any key implications for either the investment strategy or the investment portfolio. Also see note 20.
A breach of The Investment Trust (Approved Company) (Tax) Regulations 2011 (the 'Regulations') could lead to capital gains realised within the portfolio becoming subject to UK capital gains tax. A breach could occur as a result of factors outside the Board's control. A breach of the FCA Listing Rules could result in suspension of the Company's shares, while a breach of company law could lead to criminal proceedings, financial and/or reputational damage. The Board employs Brompton Asset Management Limited as Investment Manager, and Apex Fund Administration Services (UK) Ltd as Secretary and Administrator, to help manage the Company's legal and regulatory obligations.
Disruption to, or failure of, the Investment Manager's or Administrator's accounting, dealing or payment systems, or the Custodian's records, could prevent the accurate reporting and monitoring of the Company's financial position. The Company is also exposed to the operational risk that one or more of its suppliers may not provide the required level of service. How the Board monitors its major service providers, with an emphasis on their business interruption procedures, is set out in the Corporate Governance Statement on pages 25 to 28.
The Directors confirm that they have carried out a robust assessment of the risks and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity.
for the year ended 30th June 2025
The assets of the Company consist mainly of securities that are readily realisable, or cash and bank deposits and it has no significant liabilities and financial commitments. Investment income has exceeded annual expenditure and current liquid net assets cover current annual expenses for many years. Accordingly, the Company is of the opinion that it has adequate financial resources to continue in operational existence for the long term which is considered to be in excess of five years. Five years is considered a reasonable period for investors when making their investment decisions. In reaching this view, the Directors reviewed the anticipated level of annual expenditure against the cash, bank deposits and liquid assets within the portfolio. The Directors have also considered the risks the Company faces in making this viability statement.
The Company has no employees, with day-to-day operational and administration of the Company being delegated by the Board to the Independent Investment Manager and the Administrator. The Company's portfolio is managed in accordance with the investment objective and policy approved by shareholders. The Company is primarily invested in investment funds and exchange traded funds, where it has no direct dialogue with the underlying investments. Environmental, social and governance considerations of underlying investee companies are not a key driver when evaluating existing and potential investments.
As the Company has no premises, properties or equipment of its own, the Directors deem the Company to be exempt from making any disclosures under the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations 2008). The Company is also exempt from the detailed disclosures required under the streamlined Energy and Reporting requirements.
The Directors rely on undertakings given by its independent third-party advisers that those companies continue to have no instances of modern slavery either within their businesses or supply chains. Given the financial services focus and geographical location of all third-party suppliers to the Company, the Directors perceive the risks of a contravention of the legislation to be very low.
The Board of Directors comprises four male directors, and currently no female board members and no minority ethnic members.
The Board does not have a formal diversity policy, and no targets have been established. The Board is committed to the benefits of diversity, including gender, ethnicity and background when considering new appointments to the Board, whilst always seeking to base any decision on merit, measured by knowledge, experience and ability to make a positive contribution to the Board's decision making.
The Company has not met the diversity and minority ethnic targets set by the FCA.
for the year ended 30th June 2025
As a closed-end investment fund, the Company is exempt from any climate related reporting. The Company mainly invests in funds. Those funds are responsible for determining the impact of climate change when making their investment decisions. The Company does not influence the investment decisions of the funds it invests in.
The listed company's annual financial report must include the information required under UKLR 6.6.1R in a single identifiable section, unless the annual financial report includes a cross-reference table indicating where that information is set out. The Directors confirm that there were no disclosures to be made in this regard.
The Strategic Report of the Company, comprising the information contained on pages 5 to 17 of this Report and Accounts was approved by the Board and signed on its behalf by:
Geoffrey Howard-Spink Chairman 31st October 2025
for the year ended 30th June 2025
The Directors present the audited accounts of the Company and their report for the year ended 30th June 2025.
The Company is a public limited company incorporated and registered in England and Wales and is domiciled in the United Kingdom. The Company number is 03969011.
The Company is an investment company under section 833 of the Companies Act 2006. It is an Approved Company under the Investment Trust (Approved Company) (Tax) Regulations 2011 (the 'Regulations') and conducts its affairs in accordance with those Regulations so as to continue to gain exemption from liability to United Kingdom capital gains tax.
Subsequent to the year-end, the Directors were notified that, following recent changes in the Company's share register, it was not possible to determine with certainty, whether throughout the year the Company had met all the Close Company requirements to maintain investment trust status. No provision has been made for any capital gains tax on capital gains realised during the year.
Subsequent to the year-end, as a precaution, Mr Duffield has increased his holding to ensure that the Close Company requirements are met as a result of his purchase of shares in the Company. Confirmation that the Company has met these requirements has been sought from HMRC.
The Company is listed on the London Stock Exchange, with ISIN GB0002631041 and SEDOL 0263104 and accordingly is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules issued by the Financial Conduct Authority and the UK Corporate Governance Code 2018 issued by the Financial Reporting Council ('the Code').
The Company has been approved by the Financial Conduct Authority to be a small registered Alternative Investment Fund Manager.
Board composition
The names and biographies of the Directors are given on page 4. The Articles of Association provide that the total number of Directors shall be not less than two nor more than ten.
No Director has a contract of employment with the Company. Directors' terms of appointment are set out in letters of appointment which are available for inspection at the registered office of the Company and will be available at the Annual General Meeting ('AGM').
The following Directors, all of whom are non-executive, served during the year:
Date of appointment as a Director J L Duffield 5th April 2000 D J Gamble 16th November 2017 W McQuaker 19th June 2023
G Howard-Spink (Chairman) 13th April 2000
for the year ended 30th June 2025
During the year under review the Company did not arrange insurance cover in respect of legal action against the Directors, as it was considered that the premium would not constitute good value to shareholders. The Directors are indemnified by the Company against all liabilities, except where prohibited by law.
The Board considers a range of factors in determining the independence of the individual Directors including their character and judgement, whether they have any material business relationships with the Company or its advisers, whether they have any close family ties with the Company's advisers or Directors and their other commitments.
The Directors consider that length of service does not of itself impair their ability to act independently, rather, a long-serving Director can offer a perspective that adds value to the deliberations of a well-balanced investment trust company board.
It is considered by the Board that, except for Mr Duffield, all of the Directors are independent. The Board has specifically considered whether Mr Howard-Spink's length of service has impaired his ability to act independently and concluded that he continues to exhibit independence of character and judgement. The Board specifically considered the independence of Mr Gamble at his appointment, who has an immaterial holding in Brompton Asset Management Group Limited and concluded that he is an independent Director. The biographies of the Directors holding office at the date of this report demonstrate a breadth of investment and commercial experience relevant to their positions as Directors. All Directors have a wide range of other interests and are not dependent on the Company itself.
The Board considers that, as in previous years, given its small size and the size and nature of the Company's operations, it is unnecessary to nominate one Director as the Senior Independent Director and all three non-executives accordingly perform these duties.
The Board may appoint directors without shareholder approval. Any Director so appointed must stand for election by shareholders at the next AGM in accordance with the Articles of Association.
Under the Articles of Association one-third of Directors are required to retire by rotation each year. The Code requires all Directors to stand for re-election annually. All the Company's Directors will stand for re-election at the Company's Annual General Meeting in 2025, all being eligible.
Mr Howard-Spink stands for re-election. The Board considers the leadership and contribution by Mr Howard-Spink to its deliberations continues to be extremely valuable, and he continues to exhibit independence of character and judgement. The Board accordingly strongly recommends that shareholders vote in favour of Mr Howard-Spink's re-election.
Mr Duffield, Mr Gamble and Mr McQuaker also stand for re-election. The Board considers the contribution by Mr Duffield, Mr Gamble and Mr McQuaker on investment matters, company strategy and governance and on investment trust matters to be very valuable, notwithstanding that Mr Duffield is not deemed an independent director. The Directors therefore strongly recommend that shareholders vote in favour of all their re-elections to the Board.
for the year ended 30th June 2025
Mr Duffield has a beneficial interest in 59.91% of the Company's shares and is the Chairman of the Investment Manager's parent entity, for these reasons he is not considered to be independent by the Board.
In specific circumstances, shareholders may remove a director before the end of their term of office by passing an ordinary resolution at a general meeting. An ordinary resolution is passed if more than 50% of the votes cast in person or by proxy are in favour of the resolution.
The Board consists solely of non-executive directors and accordingly the Company is not required to comply with the principles of the Code in relation to executive directors' remuneration, nor does it have a Remuneration Committee. Details of the fees paid to the Directors can be found in the Directors' Remuneration Report on page 33.
The Company has no executive directors or employees. The day-to-day management and administration of the Company, including investment management, accounting and company secretarial matters, and custodian arrangements are delegated to specialist third party companies.
The Company's investments are managed by Brompton Asset Management Limited (the 'Investment Manager' or 'Brompton'). This relationship is governed by an agreement dated 17th May 2018. The portfolio manager is Gill Lakin.
Brompton receives a management fee, payable quarterly in arrears, equivalent to an annual 0.75 per cent of total assets after the deduction of the value of any investments managed by the Investment Manager or its associates (as defined in the investment management agreement). The investment management agreement may be terminated by either party giving three months written notice, to expire on the last calendar day of any month.
During the year under review the investment management fee amounted to £742,000 (2024: £811,000).
Secretarial, administration and accounting services
Company secretarial services, general administration and accounting services for the Company are undertaken by Apex Fund Administration Services (UK) Ltd (the 'Administrator').
Brown Brothers Harriman & Co is the independent custodian to the Company.
for the year ended 30th June 2025
Mr Duffield is the Chairman of Brompton Asset Management Group Limited, the ultimate parent of the Investment Manager. Details of the investment management fee and Directors' fees are given in note 20.
Share capital
The Company's share capital comprises 71,023,695 Ordinary shares of 1p each (2024: 71,023,695), all of which are issued and fully paid. No shares are held in treasury (2024: nil). The Company did not issue or repurchase any ordinary shares during the year or up to the date of this report.
On 8 August 2024, the company returned £17,046,000 to its shareholders by way of a B Share scheme. A bonus issue of one new B Share was made for each Ordinary Share which was then redeemed for cash. The net assets of the Company were reduced by £17 million.
There are no restrictions on the transfer of the Company's shares other than: a) transfers by Directors and Persons Discharging Managerial Responsibilities and their connected persons during prohibited periods under the rules of the FCA or which may constitute insider dealing; b) transfers for more than one class of share; c) transfers to more than four joint transferees; and d) transfers of shares which are not fully paid up or on which the Company has a lien provided that such would not prohibit dealings taking place on an open and proper basis.
The Company is not aware of any arrangements between shareholders or between the Company and any shareholders which restrict the transfer of shares or which would take effect or terminate in the event of a change of control of the Company.
The voting rights of the Ordinary shares on a poll are one vote for every share held.
Shareholders are entitled to such dividends (if any) as the Board may from time to time declare, and on a winding up are entitled to a distribution of such surplus assets (if any) as may remain after settling the liabilities of the Company, in proportion to the number of shares held and the respective amounts paid up or credited as paid up on their shares.
At 30th June 2025 and 30th September 2025, the Company had received TRI notifications of the following interests which represent 3% or more of the voting rights in the Company:
| Shareholder | % of voting rights 30th June 2025 |
% of voting rights 30th September 2025 |
|---|---|---|
| J L Duffield | 59.1 | 59.9 |
| First Equity Limited | 4.1 | 4.1 |
| M R L Astor & Family | 3.9 | 3.9 |
for the year ended 30th June 2025
The Board and Investment Manager are available for dialogue with shareholders. The primary mediums through which the Company communicates with its shareholders are the Half Year Report and the Annual Report and Accounts which aim to provide shareholders with a clear understanding of the Company's activities and its results. The Company's Annual Report and Accounts and Half Year Report are also published on the Company's website at: www.nsitplc. com and net asset values are published on the London Stock Exchange and the Company's website monthly.
It is currently intended that all shareholders will have the opportunity to attend and vote at the AGM during which the Directors and Investment Manager will be available to answer questions regarding the Company.
The Company will generally seek to provide twenty working days' notice of the AGM.
The Notice of Meeting sets out the business of the AGM and any item not of an entirely routine nature is explained in the Directors' Report or, where applicable, in the Notice of Meeting. Separate resolutions are proposed for each substantive issue.
The Directors have undertaken a review of the Company's ability to continue as a going concern, including the uncertainty detailed in note 22. The Directors specifically reviewed whether the Company could continue in operational existence for at least the next 12 months. The Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the accounts, given this review, and since the assets of the Company consist mainly of securities that are readily realisable, or cash and bank deposits and it has no significant liabilities. This is discussed further in the viability statement on page 16.
As permitted by the Company's Articles of Association, each Director has the benefit of an indemnity which is a qualifying third-party indemnity, as defined by section 234 of the Companies Act 2006.
The Company owns the whole of the issued share capital (£1) of JIT Securities Limited. JIT Securities Limited is dormant and has £nil (2024: £nil) net assets.
for the year ended 30th June 2025
Following a competitive tender in 2023, the Directors chose Johnston Carmichael LLP to be the Company's auditor for the year ended 30th June 2024. Subsequent to last year's AGM, Johnston Carmichael LLP resigned. There were no matters that they wanted to bring to the attention of Shareholders or creditors. The company has appointed Forvis Mazars LLP as the auditor for the year ended 30th June 2025. A resolution proposing the appointment of Forvis Mazars LLP until the close of the 2026 general meeting at which accounts would be laid before members, and to authorise the Directors to determine their remuneration, included in the Notice of AGM.
The Directors who were members of the Board at the time of approving this Report are listed on page 4. Each of those Directors confirms that:
The AGM of the Company will be held at 1 Knightsbridge Green, London, SW1X 7QA on Thursday, 4th December 2025 and will commence at 11.00 am.
Shareholders' views are important, and the Board encourages shareholders to exercise their votes in respect of the meeting in advance, by completing and returning their proxy forms. This will ensure that the votes are registered.
In addition, shareholders may also submit questions in advance of the AGM to the Company Secretary via email to [email protected] or by post to the Company Secretary at the address set out on page 3 of this report.
The notice of meeting can be found on pages 75 to 79.
In addition to the Ordinary business to be transacted at the forthcoming Annual General Meeting, Resolution 9 will be proposed as an Ordinary Resolution and Resolutions 10 to 13 will be proposed as Special Resolutions.
Resolution 9 seeks renewal of the general and unconditional authority for the Directors to allot shares. The authority can be sought for up to 5 years but is put to shareholders annually. The Directors do not currently have any plans to exercise this authority if granted under this Resolution.
Resolution 10 would allow the Company to allot a limited number of equity securities without applying pre-emption rights. Again, the Directors do not currently have any plans to exercise this authority but consider it desirable and in the Company's interest to have the authority in place.
for the year ended 30th June 2025
Resolution 11 is to seek renewal of the existing authority for the Company to make market purchases of the Company's shares. The authority is limited to 10,646,450 Ordinary shares representing approximately 14.99% of the current issued Ordinary share capital. No market purchases have yet been made but the Directors feel it is important to have the ability to make purchases and the Directors would only exercise the authority, if granted, if they considered it to be in the Company's best interest. Any Ordinary shares bought back would be cancelled or held in treasury at the discretion of the Directors.
Resolution 12 would give the Directors discretion to re-issue Ordinary shares held in treasury into the market. Shares would not be re-issued at a price below the most recent published net asset value prior to re-issue.
Resolution 13 will enable the Directors to call general meetings (other than an Annual General Meeting) at not less than 14 days' notice rather than 21 days. Ordinarily the Directors would expect to give the full notice period but circumstances might make it desirable to call a meeting on shorter notice. A general meeting may only be called on short notice if it complies with certain conditions.
The Directors strongly recommend that shareholders vote in favour of all Resolutions being put to the annual general meeting, as they themselves intend to vote in respect of their own beneficial shareholdings totalling 42,548,223, being approximately 59.91% of the Ordinary share capital in issue at the date of this report.
The Corporate Governance Statement on pages 25 to 28 forms part of the Directors' Report.
For and on behalf of the Board of Directors Apex Fund Administration Services (UK) Ltd Corporate Secretary 31st October 2025
for the year ended 30th June 2025
Throughout the year under review the Company applied the UK Corporate Governance Code issued by the Financial Reporting Council ('FRC') in July 2018 (the 'Code') and had regard to the Code of Corporate Governance issued by the Association of Investment Companies in February 2019 (the 'AIC Code') which provides specific corporate governance guidance for investment trusts, if they are members of the AIC. The Company has not taken advantage of the AIC's exemptions as it is not a member of the AIC. Full details of the Company's corporate governance arrangements and instances of non-compliance are given below.
The Code referred to above can be found on the FRC's website at www.frc.gov.uk
It is considered that the Company has complied with the provisions of the Code subject to the following: the chairman has been a director for more than nine years (Code provision 19), see page 19; the Company has not appointed a Senior Independent Director (Code provision 12), see page 19; the Company undertakes Board evaluations every two years (Code provision 21), see below and the Company does not have a Nominations Committee (Code provision 17), see below and Remuneration Committee (Code provision 32), see page 32. In addition, as the Company does not have any employees, a Nominations Committee or a Remuneration Committee it cannot comply with provisions 5, 6, 13, 14, 23, and 32-34.
Responsibilities of the Board
The Board is responsible for the effective stewardship of the Company's affairs. It determines the strategic direction of the Company and sets the boundaries within which the Investment Manager operates. The Board meets at least four times a year and reviews the Company's investment policy, performance and financial position. The Investment Manager takes decisions as to the purchase and sale of individual investments and is responsible for effecting those decisions on the best available terms. There is an agreed procedure for Directors, in the furtherance of their duties, to take independent professional advice at the Company's expense.
The Chairman is responsible for leading the Board and ensuring that it continues to deal effectively with all aspects of its role. In particular, he ensures that the Investment Manager and Administrator provide the Directors, in a timely manner, with management, regulatory and financial information that is clear, accurate and relevant. Representatives of the Investment Manager attend each Board meeting, enabling the Directors to seek clarification on specific issues or to probe further on matters of concern.
The Board comprises four non-executive Directors. In the light of the small size of the Board, it has been decided not to appoint a formal Nominations Committee and appointments of any new Directors are considered by the Board in meeting as a whole.
for the year ended 30th June 2025
The powers of the Directors are set out in the Articles of Association which are publicly available from Companies House. Except as otherwise provided by regulation and legislation, the Directors may exercise all the ordinary powers usually conferred on directors to manage the affairs of a company and to delegate such of those powers to committees, agents or individuals as they consider appropriate. The Directors may authorise the Company to borrow; to pay fees, expenses, salaries and make other payments to directors, executives and employees; and to provide pensions or other benefits for Directors, executives and employees; but have not exercised these powers except for the payment of fees to non-executive Directors.
Attendance at the Board and Audit and Risk Committee meetings held during the financial year is shown below.
| Board meetings | Audit committee meetings |
|
|---|---|---|
| No. of meetings | 5 | 5 |
| John Duffield | 5 | N/A |
| David Gamble | 5 | 5 |
| Geoffrey Howard-Spink | 5 | 5 |
| William McQuaker | 5 | 5 |
The Company
The performance of the Company is considered in detail at each Board meeting.
The Board evaluates its own performance, that of the Audit and Risk Committee, and the performance of each Director and the Chairman on a regular basis. Because the Board comprises only four Directors, appraisals are carried out every two years rather than annually. Appraisals are conducted using a tailored questionnaire designed to elicit views on all Board and committee functions, followed by an opportunity to openly discuss the findings and ensure that effectiveness is maintained. A review was carried out in 2024. That evaluation confirmed that the Board continues to perform effectively.
The Board has overall responsibility for the establishment of the Company's systems of internal control and for reviewing their effectiveness. Internal control systems are designed to meet the particular requirements of the Company and to manage rather than eliminate the risks of failure to achieve its objectives. The systems by their very nature provide reasonable but not absolute assurance against material misstatement or loss. The Board has reviewed the effectiveness of the Company's internal control systems including the financial, operational and compliance controls and risk management processes for the year.
for the year ended 30th June 2025
The key procedures which have been established with a view to providing effective internal control are as follows:
The Statement of Directors' Responsibilities in respect of the accounts is set out on page 35. The Directors' Report states that the business is a going concern and confirmation of the Directors consideration on viability is on page 16.
for the year ended 30th June 2025
The Board has delegated contractually to external third parties (including the Investment Manager) the management of the investment portfolio, custodial services (including safeguarding of assets), day-to-day accounting, company secretarial and administration duties, and registration services. Each of these contracts was entered into after consideration by the Board of the quality and cost of the services offered. The Board receives regular formal reports from the Investment Manager and ad hoc information as required.
The Board has delegated the voting of investee company shares to the Investment Manager. The Board is conscious that the majority of its investments are in diverse funds, and its direct holdings in quoted companies do not constitute positions of significant influence. The Investment Manager regularly informs the Board of any material developments in connection with any investments or investee companies.
The Board has put in place a framework for Directors to report conflicts of interest or potential conflicts of interest, which it believes works effectively. Directors are aware that they have a continuing obligation to notify the Company Secretary of all existing, new and potential situations or interests which do or could conflict with the interests of the Company. All disclosed situations and interests are reviewed by the Board at its meetings and, where appropriate, authorised. It is the Board's intention to continue to review all notified situations on a regular basis.
for the year ended 30th June 2025
Composition of the Audit and Risk Committee
The Board has established an Audit and Risk Committee (the 'Committee') which consists of all the independent directors. Mr Gamble (Chairman), Mr Howard-Spink and Mr McQuaker. Mr Gamble was appointed Chairman of the Committee on becoming a director in 2017. All three committee members are considered by the Board to be independent of the Investment Manager. It is considered that each of the members of the Audit and Risk Committee has recent and relevant financial experience, and of the sector in which the Company operates.
The terms of reference of the Committee are available on the Company's website: www.nsitplc.com
Role of the Audit and Risk Committee
The Audit and Risk Committee is required to meet at least twice a year and operates within clearly defined terms of reference. The Committee usually meets four times a year. The Committee provides a forum through which the Company's external auditor reports to the Board.
The main work and responsibilities of the Audit and Risk Committee include:
Significant accounting matters considered by the Audit and Risk Committee
As part of the Audit and Risk Committee's review of the 2025 Annual Report and Accounts, the Committee considered the following significant issues, including the consideration of principal risks and uncertainties in light of the Company's activities and issues communicated by the Auditor during their work.
for the year ended 30th June 2025
Valuation of the investment portfolio: Approximately 97% of the portfolio values, excluding cash, have been verified by daily or monthly market prices. The valuation of the remainder of the portfolio, which is more subjective, is reviewed separately by the Investment Manager and the Audit and Risk Committee. The Audit and Risk Committee reviewed the Investment Manager's detailed valuation paper covering the basis adopted for valuing each unquoted investment.
Ownership of the investment portfolio: The Company uses the services of an independent global custodian, Brown Brothers Harriman & Co. The Investment Manager and Administrator reconcile their records to those of the custodian. The Auditor obtains independent confirmation of the holdings from the custodian at the year end.
Compliance with The Investment Trust (Approved Company) (Tax) Regulations 2011: compliance with these regulations is essential to maintaining the taxation benefits of being an Investment Company for UK tax purposes. Schedules are prepared by the Administrator to confirm ongoing compliance and there is an additional review at the year end by the Investment Manager.
Accounting for the B Share issue and redemption: The accounting includes the establishment of a Capital Redemption Revenue, the treatment of expenses and the use of the Share Premium account to issue new B Shares.
Recognition of income: the accounting treatment of special dividends or deemed income could impact the split between income and capital and the minimum dividend payable.
The Audit and Risk Committee has concluded that the above areas have been accounted for and disclosed appropriately.
Auditor independence and performance
The Audit and Risk Committee makes recommendations to the Board regarding the appointment and independence of the external Auditor and assesses the objectivity and effectiveness of the audit process. Representatives of Forvis Mazars LLP attended the Audit and Risk Committee meetings at which their audit planning memorandum and the draft Annual Report and Accounts were considered. They also engage with the Directors as and when required. Details of the amounts payable to the Auditor during the year under review, for audit and other services, are set out in note 4 on page 57.
The effectiveness of the audit was assessed by considering the Auditor's direct engagement with the Audit and Risk Committee, the auditors' written reports and from feedback by the Investment Manager and the Administrator.
In 2023, the Audit and Risk Committee undertook an audit tender process and Johnston Carmichael LLP was appointed for the year ended 30th June 2024.
Forvis Mazars LLP has been appointed auditor for the year ended 30th June 2025.
The Auditor does not provide the Company with any non-audit services. The Board concluded, on the recommendation of the Audit and Risk Committee, that the Auditor is independent of the Company and the Investment Manager.
for the year ended 30th June 2025
Other Matters
In common with many investment trusts, the Company does not have a whistle-blowing policy. The main functions of the Company are delegated to third parties and the Audit and Risk Committee believes that it is appropriate to rely on the whistle-blowing policies operated by those third parties.
The Company does not have any employees, and its day-to-day operations are delegated to third parties. The Board has determined that, in view of these circumstances, there is no need for the Company to have an internal audit function. The Directors review periodically whether a function equivalent to internal audit is needed and will continue to monitor its systems of internal controls in order to provide assurance that they operate as intended.
Approved by the Audit and Risk Committee and signed on its behalf by:
David Gamble Chairman – Audit and Risk Committee 31st October 2025
for the year ended 30th June 2025
The Directors are pleased to present their report on remuneration. An Ordinary resolution, to approve the Directors' Remuneration Policy (the 'Policy') (which is binding) was put to the 2023 AGM and approved. As is now customary, a Ordinary resolution to adopt this report (which is advisory) will also be proposed for approval by shareholders at the forthcoming AGM.
The Auditor is required to report to the Company's members on certain parts of the Directors' Remuneration Report and to state whether in their opinion those parts of the report have been properly prepared in accordance with the Act. Where information set out below has been audited, it is clearly indicated. The Auditor's opinion is included within the Independent Auditor's Report on pages 36 to 47.
This report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It describes the Policy and how it was implemented for the year to 30th June 2025.
The Board does not consider it necessary or appropriate to establish a separate Remuneration Committee as the Company has no employees, the Board is small and there are no executive Directors. Non-executive Directors' remuneration is determined by the Board in line with the Policy below.
The Company's policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole, be fair and comparable to that of other investment trusts that have a similar capital structure (ordinary shares) and have a similar investment objective (long-term total return). Where Non-Executive Directors undertake additional duties, such as chairmanship of the Board or the Audit and Risk Committee, additional remuneration will be payable.
At the 2023 AGM it was agreed that the aggregate ceiling for Directors' fees should be increased from £100,000 to £150,000. Under the current remuneration policy, the non-executive Directors of the Company are entitled to such rates of annual fees as the Board, at its discretion determines, subject to an aggregate ceiling of £150,000. The changes to the Directors' remuneration took effect from the end of the 2023 AGM.
No Director shall be entitled to any benefits in kind, share options, long-term incentives, pension or other retirement benefits or compensation for loss of office. It is considered that no part of the Directors' remuneration should be performance related in the light of their non-executive status. Directors are entitled to reimbursement of expenses in respect of duties undertaken in connection with the management of the Company.
It is the Board's policy that none of the Directors has a service contract. Any Director may be removed without notice and no compensation will be due on leaving office.
for the year ended 30th June 2025
The remuneration policy was approved by shareholders at the 2023 AGM, at which 99.98% of the votes were in favour and 0.02% were against. At last year's AGM, the Directors' Remuneration Report was also approved 99.88% voted in favour and 0.12% voted against.
The table below shows the new rates of annual fees payable to the highest paid Director, the Chairman, and all other non-executive Directors for the year to 30th June 2025 and the rates for the year to 30th June 2024.
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| (£) | (£) | (£) | |
| Chairman | 30,000 | 30,000 | 25,000 |
| Board member and committee chair | 27,500 | 27,500 | 20,000 |
| Board member | 25,000 | 25,000 | 20,000 |
The Director who served in the year received the following emoluments wholly in the form of fees:
| Name of Director | Fees paid/Total (£) | |||
|---|---|---|---|---|
| 2025 | Increase* | 2024 | ||
| G Howard-Spink | 30,000 | (7.5%) | 27,917 | |
| D J Gamble | 27,500 | (4.0%) | 26,458 | |
| J L Duffield | 25,000 | (0.0%) | 25,000 | |
| W McQuaker | 25,000 | (0.0%) | 25,000 | |
| Total | 107,500 | 104,375 |
* Percentage increase over the prior year.
During the year no Directors received taxable benefits (2024: nil).
There were no percentage changes in fees for the years ended 30th June 2021, 2022 and 2023. Mr Howard-Spink, Mr Duffield and Mr Gamble each received increased payments in 2024 representing a 12%, 25% and 32% increase respectively.
Fees paid to Directors are reviewed on a regular basis. The fees were increased following the 2023 AGM. All Directors have received a minimum of £25,000 each with effect from 1st December 2023.
for the year ended 30th June 2025
The fees payable in respect of Mr Duffield's services are paid to the Investment Manager. The Company has no executive Directors. Distributions made to shareholders by way of dividend have no correlation to Directors' remuneration. Any comparison would not be meaningful.
The interests of the Directors in the Ordinary shares of the Company at the beginning and end of the financial year are shown in the table below.
| 30th June | 30th June | |
|---|---|---|
| Ordinary shares of 1p beneficial: | 2025 | 2024 |
| J L Duffield | 42,003,223 | 42,003,223 |
| D J Gamble | – | – |
| G Howard-Spink | – | – |
| W McQuaker | – | – |
There has been one change in the Directors' interests in the period from 30th June 2025 to the date of this report. On 10th September 2025, Mr Duffield acquired 545,000 shares in the Company.
The graph below compares the share price total return (assuming all dividends are reinvested) since 31st December 2009 against the IA Mixed Investment 40-85% (total return). The data has been rebased to 100 at 31st December 2009.

By order of the Board Geoffrey Howard-Spink Chairman 31st October 2025
for the year ended 30th June 2025
The Directors are responsible for preparing the financial statements in accordance with applicable United Kingdom law and regulations. Company law requires the Directors to prepare Financial Statements for each financial year. Under law, the Directors are required to prepare Financial Statements under UK adopted international accounting standards.
Under Company Law, the Directors must not approve the Company's Annual Report and Accounts unless they are satisfied that they give a true and fair view of the financial position of the Company and the financial performance and cash flows of the Company for that period. In preparing those Company's Annual Report and Accounts the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors have concluded that the Company's Annual Report and Accounts for the year ended 30th June 2025, taken as a whole, is fair, balanced and understandable, and provide the information necessary for shareholders to assess the performance, business model and strategy of the Company.
The Directors of the Company each confirm to the best of their knowledge that:
For and on behalf of the Board of Directors Apex Fund Administration Services (UK) Ltd – Secretary 31st October 2025
for the year ended 30th June 2025
We have audited the financial statements of New Star Investment Trust plc (the 'Company') for the year ended 30th June 2025 which comprise the Statement of Comprehensive Income, Statement of Changes in Equity, Balance Sheet, Cash Flow Statement and notes to the accounts on pages 52 to 74, including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
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 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 entities and 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.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our audit procedures to evaluate the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included but were not limited to:
for the year ended 30th June 2025
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
In relation to Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Director's considered it appropriate to adopt the going concern basis of accounting.
Key audit matters are those matters that, in our professional judgement, 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.
We summarise below the key audit matters in forming our opinion above, together with an overview of the principal audit procedures performed to address each matter and our key observations arising from those procedures.
These matters, together with our findings, were communicated to those charged with governance through our Audit Completion Report.
for the year ended 30th June 2025
Accuracy, completeness and cut off of revenue recognition including incorrect classification of special dividends (as described on page 30 in the Report of the Audit and Risk Committee and as per the accounting policy set out on page 53).
According to the Statement of Recommended Practice issued by the Association of Investment Companies ('AIC SORP'), recognition of revenue relies upon dividend notifications to be received from the investment portfolio. Depending on the reason behind the payment, dividends recognised are either revenue or capital in nature; therefore, the Directors are required to exercise judgement in determining whether the special dividends should be classified as revenue or capital.
The Company has recognised income from investments in the Statement of Comprehensive Income of £2.69m (2024: £2.37m). Additionally, for the year ended 30th June 2025, the Company changed its investment objective from longterm capital growth to long-term total return through capital growth and income. Therefore, revenue is considered a driver of performance measurement.
In order to maintain investment trust status, the Company is required to distribute at least 85% of its income for the accounting period. The revenue column of the Statement of Comprehensive Income is the main driver of this minimum dividend calculation.
There is a risk that an incorrect classification could result in understated income which could put the Company's investment trust status at risk. There is also a risk that an incorrect classification could result in overstated income to increase the dividends paid to shareholders.
Our audit procedures included, but were not limited to:
for the year ended 30th June 2025
We therefore assess the risk of fraud in revenue recognition as being principally in relation to accuracy, completeness and cutoff of revenue recognition including through incorrect classification of the special dividends as revenue or capital items in the Statement of Comprehensive Income.
Valuation and existence of the investment portfolio (as described on page 30 in the Report of the Audit and Risk Committee and as per the accounting policy set out on page 53).
Investments held as of 30 June 2025 were valued at £103.04m (2024: £121.72m) in which 97% are level 1 and 2 investments and 3% are level 3 investments. These are measured in accordance with the requirements of IFRS and the AIC SORP.
Investments make up 85.1% of the net asset value of the Company as of 30th June 2025 (88.3% of the net asset value as of 30th June 2024) and are considered to be the key driver of the performance of the Company.
The investments are classified as held at fair value through profit or loss on initial recognition and are measured at subsequent reporting dates at fair value, which is either the quoted bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.
Investments in units of unit trusts or shares in OEICs are valued at the bid price for dual priced funds, or single price for non-dual priced funds, released by the relevant investment manager.
• to address the risk of management override, testing all journal entries and other adjustments made in the preparation of the financial statements relating to special dividends.
There were no material matters to communicate with respect to the procedures in response to the accuracy, completeness and cut off of revenue recognition, including incorrect classification of special dividends.
Our audit procedures included, but were not limited to:
for the year ended 30th June 2025
There is also a risk that investments recorded might not exist or might not be owned by the Company.
We therefore identified valuation and existence of investments as a key audit matter as it had the greatest effect on our overall audit strategy and allocation of resources.
for the year ended 30th June 2025
| Key Audit Matter | How our scope addressed this matter | ||
|---|---|---|---|
| • for all level 3 investments in the portfolio, assessing subsequent events for information that could impact the valuation as of the year-end, if any; |
|||
| • to address the risk of management override, testing all journal entries and other adjustments made in the preparation of the financial statements relating to unquoted investments valuation; and |
|||
| • reviewing the adequacy of the disclosure in the financial statements to ensure that the methodology applied in accordance with IFRS and the Statement of Recommended Practice issue by the Association of Investment Companies. |
|||
| Our observations | |||
| There were no material matters to communicate with regards to the valuation and existence of the investment portfolio held at 30th June 2025. |
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows.
| Overall materiality | £1.21m |
|---|---|
| How we determined it | 1% of net assets |
| Rationale for benchmark applied |
Net assets have been identified as the principal benchmark within the financial statements as they are considered to be the main focus of the shareholders. Whilst valuation processes for these investments are not considered to be complex, there is a risk that errors in valuation could cause a material misstatement. 1% has been chosen as it is a generally accepted auditing practice for investment trust |
| audits and the Company is a public interest entity. |
for the year ended 30th June 2025
| Performance materiality | Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole. On the basis of our risk assessments and together with our assessment of the overall control environment, we determined 55% of overall materiality, amounting to £0.66m. We also determined a specific materiality for the revenue column of the Statement of Comprehensive Income at £0.15m, being 5% of revenue profit before tax. |
|---|---|
| Reporting threshold | We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £0.03m as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. |
As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the directors made subjective judgements, such as assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole. We used the outputs of our risk assessment, our understanding of the Company, their environment, controls, and critical business processes, to consider qualitative factors to ensure that we obtained sufficient coverage across all financial statement line items.
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 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.
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 course of audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
for the year ended 30th June 2025
In our opinion, based on the work undertaken in the course of the audit:
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the:
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:
The Listing Rules require us to review the Directors' statement in relation to going concern, longerterm viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Statement specified for our review.
for the year ended 30th June 2025
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
As explained more fully in the Directors' responsibilities statement set out on page 35, the Directors are responsible for the preparation of the 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 financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
for the year ended 30th June 2025
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: UK-adopted international accounting standards, the Companies Act 2006, the Listing Rules, UK Corporate Governance Code, the Association of Investment Companies' Code and Statement of Recommended Practice, Section 1158 of the Corporation Tax Act 2010 and The Companies (Miscellaneous Reporting) Regulations 2018.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Statement of Recommended Practice issued by the Association of Investment Companies, the Companies Act 2006 and UK tax legislation including Section 1158 of the Corporation Tax Act 2010.
In addition, we evaluated the Directors' and Management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, particularly in relation to special dividends, revenue recognition (which we pinpointed to the accuracy and completeness assertions), valuation of unquoted investments and significant one-off or unusual transactions.
for the year ended 30th June 2025
Our procedures in relation to fraud included but were not limited to:
The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect on our audit are discussed in the "Key audit matters" section of this report.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Following the recommendation of the Audit & Risk Committee, we were appointed on 15 April 2025 to audit the financial statements for the year ending 30th June 2025. The period of total uninterrupted engagement is one year, covering the years ending 30th June 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit.
Our audit opinion is consistent with our additional report to the audit committee.
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.
for the year ended 30th June 2025
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard ('ESEF RTS'). This auditor's report provides no assurance over whether the annual financial report will be prepared using the single electronic format specified in the ESEF RTS.
Nargis Shaheen Yunis (Senior statutory auditor) For and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 30 Old Bailey London EC4M 7AU 4th November 2025
for the year ended 30th June 2025
| Year ended 30th June 2025 |
Year ended 30th June 2024 |
||||||
|---|---|---|---|---|---|---|---|
| Notes | Revenue Return £ '000 |
Capital Return £ '000 |
Total £ '000 |
Revenue Return £ '000 |
Capital Return £ '000 |
Total £ '000 |
|
| INVESTMENT INCOME | 2 | 2,693 | – | 2,693 | 2,373 | – | 2,373 |
| Other operating income | 2 | 705 | – | 705 | 883 | – | 883 |
| 3,398 | – | 3,398 | 3,256 | – | 3,256 | ||
| GAINS AND LOSSES ON INVESTMENTS |
|||||||
| Gains on investments at fair value through profit or loss |
8 | – | 1,115 | 1,115 | – | 12,575 | 12,575 |
| Legal and professional costs | – | – | – | – | – | – | |
| Other exchange Gains/(losses) | – | (529) | (529) | – | 35 | 35 | |
| Trail rebates | – | 5 | 5 | – | 4 | 4 | |
| 3,398 | 591 | 3,989 | 3,256 | 12,614 | 15,870 | ||
| EXPENSES | |||||||
| Management fees | 3 | – | (742) | (742) | – | (811) | (811) |
| Other expenses | 4 | (377) | – | (377) | (375) | – | (375) |
| (377) | (742) | (1,119) | (375) | (811) | (1,186) | ||
| PROFIT/(LOSS) BEFORE TAX | 3,021 | (151) | 2,870 | 2,881 | 11,803 | 14,684 | |
| Tax | 5 | – | – | – | – | – | – |
| PROFIT/(LOSS) FOR THE YEAR | 3,021 | (151) | 2,870 | 2,881 | 11,803 | 14,684 | |
| EARNINGS/(LOSS) PER SHARE | |||||||
| Ordinary shares (pence) | 6 | 4.25p | (0.21)p | 4.04p | 4.05p | 16.62p | 20.67p |
The total column of this statement represents the Company's profit and loss account, prepared in accordance with UK adopted international accounting standards. The supplementary Revenue Return and Capital Return columns are both prepared under guidance published by the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations.
The Company did not have any income or expense that was not included in 'Profit/(Loss) for the year'. Accordingly, the 'Profit/(Loss) for the year' is also the 'Total comprehensive income for the year', as defined in IAS 1 and no separate Statement of Comprehensive Income has been presented.
No operations were acquired or discontinued during the year.
All income is attributable to the equity holders of the company. There are no minority interests.
Fully diluted earning per share is the same as earnings per share.
for the year ended 30th June 2025
| Capital | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | Special | redemption | Capital | Revenue | ||
| capital | premium | reserve | reserve | reserve | reserve | Total | |
| Notes | £ '000 | £ '000 | £ '000 | £ '000 | £ '000 | £ '000 | £ '000 |
| AT 30TH JUNE 2024 | 710 | 21,573 | 56,908 | – | 56,049 | 2,621 | 137,861 |
| Total | |||||||
| comprehensive | |||||||
| income for the | |||||||
| year | – | – | – | – | (151) | 3,021 | 2,870 |
| Dividends paid 7 |
– | – | – | – | – | (2,415) | (2,415) |
| Issue of B Shares | 17,046 | (17,046) | – | – | – | – | – |
| B Share issue costs | – | – | – | – | (130) | – | (130) |
| Redemption of | |||||||
| B Shares | (17,046) | – | – | 17,046 | (17,046) | – | (17,046) |
| AT 30th JUNE 2025 | 710 | 4,527 | 56,908 | 17,046 | 38,722 | 3,227 | 21,140 |
for the year ended 30th June 2024
| Capital | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | Share | Special | redemption | Capital | Revenue | |||
| capital | premium | reserve | reserve | reserve | reserve | Total | ||
| Notes | £ '000 | £ '000 | £ '000 | £ '000 | £ '000 | £ '000 | £ '000 | |
| AT 30TH JUNE 2023 | 710 | 21,573 | 56,908 | – | 44,246 | 2,155 | 125,592 | |
| Total | ||||||||
| comprehensive | ||||||||
| income for the | ||||||||
| year | – | – | – | – | 11,803 | 2,881 | 14,684 | |
| Dividend paid | 7 | – | – | – | – | – | (2,415) | (2,415) |
| AT 30th JUNE 2024 | 710 | 21,573 | 56,908 | – | 56,049 | 2,621 | 137,861 | |
at 30th June 2025
| Notes | 30th June 2025 £ '000 |
30th June 2024 £ '000 |
|---|---|---|
| NON-CURRENT ASSETS | ||
| Investment at fair value through profit or loss 8 |
103,042 | 121,716 |
| CURRENT ASSETS | ||
| Other receivables 10 |
203 | 479 |
| Cash and cash equivalents 11 |
11,405 | 10,236 |
| Other financial assets (longer-term deposits) 12 |
6,815 | 5,773 |
| 18,423 | 16,488 | |
| TOTAL ASSETS | 121,465 | 138,204 |
| CURRENT LIABILITIES | ||
| 13 Other payables |
(325) | (343) |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 121,140 | 137,861 |
| NET ASSETS | 121,140 | 137,861 |
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS | ||
| Called-up share capital 14 |
710 | 710 |
| Share premium 15 |
4,527 | 21,573 |
| Special reserve 15 |
56,908 | 56,908 |
| Capital redemption reserve 15 |
17,046 | – |
| Capital reserve 15 |
38,722 | 56,049 |
| 16 Revenue reserve |
3,227 | 2,621 |
| TOTAL EQUITY | 121,140 | 137,861 |
These Accounts were approved by the Board of Directors and authorised for issue on 31st October 2025.
Geoffrey Howard-Spink
Chairman
New Star Investment Trust Plc
Registered in England & Wales No. 03969011
for the year ended 30th June 2025
| Notes | Year ended 30th June 2025 £ '000 |
Year ended 30th June 2024 £ '000 |
|---|---|---|
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 1,500 | (3,788) |
| INVESTING ACTIVITIES | ||
| Purchase of investments 8 |
(2,241) | (32,535) |
| Sale of investments 8 |
22,030 | 31,695 |
| 19,789 | (840) | |
| NET CASH (OUTFLOW)/INFLOW FROM INVESTING ACTIVITIES | 21,289 | (4,628) |
| FINANCING ACTIVITIES | ||
| B Share issue redemption | (17,046) | – |
| B Share issue costs | (130) | – |
| Equity dividends paid 7 |
(2,415) | (2,415) |
| NET CASH (OUTFLOW)/INFLOW FROM FINANCING ACTIVITIES | (19,591) | (2,415) |
| INCREASE/(DECREASE) IN CASH | 1,698 | (7,043) |
| RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN CASH & CASH EQUIVALENTS |
||
| Net Increase/(Decrease) in cash and cash equivalents resulting from cash flows |
1,698 | (7,043) |
| Exchange movements | (529) | 35 |
| Movement in cash & cash equivalents | 1,169 | (7,008) |
| Cash & cash equivalents at start of the year | 10,236 | 17,244 |
| CASH & CASH EQUIVALENTS AT END OF YEAR | 11,405 | 10,236 |
| RECONCILIATION OF PROFIT BEFORE FINANCE COSTS AND TAXATION TO NET CASH FLOW FROM OPERATING ACTIVITIES |
||
| Profit before finance costs and taxation* | 2,870 | 14,684 |
| (Gains) on investments | (1,115) | (12,575) |
| Exchange movements | 529 | (35) |
| Capital trail rebates | (5) | (4) |
| Net revenue gains before taxation | 2,279 | 2,070 |
| Decrease/(Increase) in debtors | 276 | (134) |
| (Decrease)/Increase in creditors | (18) | 45 |
| (Decrease) in longer-term deposits | (1,042) | (5,773) |
| Taxation | – | – |
| Capital trail rebates | 5 | 4 |
| NET CASH INFLOW FROM OPERATING ACTIVITIES | 1,500 | (3,778) |
* Includes dividends received in cash of £2,041,000 (2024: £2,132,000), accumulation income of £269,000 (2024: £253,000) and interest received of £1,417,000 (2024: £726,000).
for the year ended 30th June 2025
The financial statements have been prepared in accordance with UK adopted International Accounting Standards.
These financial statements are presented in pounds sterling, the Company's functional currency, being the currency of the primary economic environment in which the Company operates, rounded to the nearest thousand.
(a) Basis of preparation: The financial statements have been prepared on a going concern basis (see 1(q)). The principal accounting policies adopted are set out below.
Where presentational guidance set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('SORP') issued by the Association of Investment Companies ('AIC') in November 2014 and updated in February 2018 and October 2019 with consequential amendments is consistent with the requirements of UK adopted International Accounting Standards, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
The Company is an investment entity as defined by UK adopted International Accounting Standards.
Consolidated accounts have not been prepared as the subsidiary is immaterial in the context of these financial statements. The net asset value of the investment in JIT Securities Limited has been included in the investments in the Company's balance sheet. JIT Securities Limited has not traded throughout the year and the preceding year and, as a dormant company, has exemption under 480(1) of the Companies Act 2006 from appointing auditors or obtaining an audit.
(b) Presentation of Statement of Comprehensive Income: 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 statement of comprehensive income between items of a revenue and capital nature has been presented alongside the statement of comprehensive income.
In accordance with the Company's Articles of Association, net capital returns may now be distributed by way of a dividend. Additionally, the net revenue profit is the measure the Directors believe is appropriate in assessing the Company's compliance with certain requirements set out in the Investment Trust (Approved Company) (Tax) Regulations 2011.
for the year ended 30th June 2025
All investments are classified as held at fair value through profit or loss on initial recognition and are measured at subsequent reporting dates at fair value, which is either the quoted bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted. Investments in units of unit trusts or shares in OEICs are valued at the bid price for dual priced funds, or single price for non-dual priced funds, released by the relevant investment manager. Unquoted investments are valued by the Directors at the balance sheet date based on recognised valuation methodologies, in accordance with International Private Equity and Venture Capital ('IPEVC') Valuation Guidelines such as dealing prices or third-party valuations where available, net asset values and other information as appropriate.
The fair value of investments reflects the impact, if any, of climate change.
for the year ended 30th June 2025
The capital reserve is available for the payment of dividends.
for the year ended 30th June 2025
It is expected that these new standards will have no impact on the NAV in the financial statements.
for the year ended 30th June 2025
| Year ended 30th June 2025 £'000 |
Year ended 30th June 2024 £'000 |
|
|---|---|---|
| INCOME FROM INVESTMENTS | ||
| UK net dividend income | 2,093 | 2,102 |
| Overseas dividends | 205 | 91 |
| UK fixed interest | 395 | 180 |
| 2,693 | 2,373 | |
| OTHER OPERATING INCOME | ||
| Bank interest | 705 | 883 |
| 705 | 883 | |
| TOTAL INCOME COMPRISES | ||
| Dividends | 2,298 | 2,193 |
| Interest income | 1,100 | 1,063 |
| 3,398 | 3,256 | |
The above dividend and interest income has been included in the profit before finance costs and taxation included in the cash flow statements.
for the year ended 30th June 2025
| Year ended 30th June 2025 |
Year ended 30th June 2024 |
|||||
|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Investment management fee | – | 742 | 742 | – | 811 | 811 |
| – | 742 | 742 | – | 811 | 811 | |
At 30th June 2025 there were amounts accrued of £186,000 (2024: £212,000) for investment management fees.
A summary of the terms of the investment management agreement may be found in the Directors' Report on page 20.
| Year ended 30th June 2025 £'000 |
Year ended 30th June 2024 £'000 |
|
|---|---|---|
| Directors' remuneration | 115 | 104 |
| Administrative and secretarial fee | 94 | 95 |
| Auditors' remuneration | ||
| – Audit | 68 | 56 |
| Other expenses | 100 | 120 |
| 377 | 375 | |
| Allocated to: | ||
| – Revenue | 377 | 375 |
| – Capital | – | – |
| 377 | 375 |
for the year ended 30th June 2025
| Year ended 30th June 2025 |
Year ended 30th June 2024 |
|||||
|---|---|---|---|---|---|---|
| Revenue Return £'000 |
Capital Return £'000 |
Total £'000 |
Revenue Return £'000 |
Capital Return £'000 |
Total £'000 |
|
| Overseas tax | – | – | – | 7 | – | 7 |
| Recoverable income tax | – | – | – | (7) | – | (7) |
| Total current tax for the year | – | – | – | – | – | – |
| Deferred tax | – | – | – | – | – | – |
| Total tax for the year (note 5b) | – | – | – | – | – | – |
The charge for the year of £nil (2024: £nil) can be reconciled to the profit per the statement of comprehensive income as follows:
| Year ended | Year ended | |
|---|---|---|
| 30th June | 30th June | |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Total profit before tax | 2,870 | 14,684 |
| Theoretical tax at the UK corporation tax rate of 25% (2024: 25%) | 717 | 3,671 |
| Effects of: | ||
| Non-taxable UK dividend income | (523) | (526) |
| Gains and losses on investments that are not taxable | (68) | (3,154) |
| Excess expenses utilised | (75) | 23 |
| Overseas dividends which are not taxable | (51) | (14) |
| Overseas tax | – | 7 |
| Recoverable income tax | – | (7) |
| Total tax for the year | – | – |
Due to the Company's tax status as an investment trust and the intention to continue meeting the conditions required to maintain approval of such status in the foreseeable future, the Company has not provided tax on any capital or income gains arising on the revaluation or disposal of investments, other than for non-reporting funds.
There is no deferred tax (2024: £nil) in the capital account of the Company. There is no deferred tax charge in the revenue account (2024: £nil).
The Company has not recognised a deferred tax asset of £1,081,000 (2024: £1,156,000) arising from unutilised management expenses of £4,324,000 (2024: £4,624,000) after allowing for taxable unrealised profits. There is no expiry date for these assets.
for the year ended 30th June 2025
Total earnings per Ordinary share is based on the total profit on ordinary activities after taxation of £2,870,000 (2024: £14,684,000) and on 71,023,695 (2024: 71,023,695) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.
Revenue earnings per Ordinary share is based on the revenue profit on ordinary activities after taxation of £3,021,000 (2024: £2,881,000) and on 71,023,695 (2024: 71,023,695) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.
Capital loss per Ordinary share is based on net capital loss for the year of £151,000 (2024: £11,803,000) and on 71,023,695 (2024: 71,023,695) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.
Notes 14 and 15 provide details of the return to shareholders from the B Share scheme.
Amounts recognised as distributions in the year:
| Year ended | Year ended | |
|---|---|---|
| 30th June | 30th June | |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Dividends paid during the year | ||
| 2024 Final | 1,207 | 1,207 |
| 2025 Interim | 1,208 | 1,208 |
| 2,415 | 2,415 | |
| Dividends payable in respect of the year ended | ||
| 30th June 2025: 3.55p (2024: 3.4p) per share | 2,521 | 2,415 |
A final dividend of 1.85p per share is proposed.
for the year ended 30th June 2025
| INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS ANALYSIS OF INVESTMENT PORTFOLIO |
Year ended 30th June 2025 £'000 103,042 |
Year ended 30th June 2024 £'000 121,716 |
|
|---|---|---|---|
| Quoted* £'000 |
Unquoted** £'000 |
Total £'000 |
|
| Opening book cost | 89,127 | 10,972 | 100,099 |
| Opening investment holding gains/(losses) | 29,836 | (8,219) | 21,617 |
| Opening valuation | 118,963 | 2,753 | 121,716 |
| Movement in period | |||
| Purchases at cost | 1,601 | 640 | 2,241 |
| Sales | |||
| – Proceeds | (22,000) | (30) | (22,030) |
| – Realised gains/(losses) on sales | 8,268 | (2) | 8,266 |
| Movement in investment holding gains for the year | (6,538) | (613) | (7,151) |
| Closing valuation | 100,294 | 2,748 | 103,042 |
| Closing book cost | 76,996 | 11,580 | 88,576 |
| Closing investment holding gains/(losses) | 23,298 | (8,832) | 14,466 |
| Closing valuation | 100,294 | 2,748 | 103,042 |
* Quoted investments include unit trust and OEIC funds and one monthly priced fund.
** Unquoted investments include two funds invested primarily in unquoted investments totalling £1.7 million.
| Year ended 30th June 2025 £'000 |
Year ended 30th June 2024 £'000 |
|
|---|---|---|
| ANALYSIS OF CAPITAL GAINS AND LOSSES | ||
| Realised gains on sales of investments | 8,266 | 10,249 |
| Movement in investment holding (losses)/gains | (7,151) | 2,326 |
| Net gains/(losses) on investments attributable to ordinary shareholders |
1,115 | 12,575 |
The purchase and sale proceeds above include transaction costs on purchases of £35 (2024: £8,818) and on sales of £605 (2024: £nil).
for the year ended 30th June 2025
The Company owns the whole of the issued share capital (£1) of JIT Securities Limited, a company registered in England and Wales.
The financial position of the subsidiary is summarised as follows:
| Year ended | Year ended | |
|---|---|---|
| 30th June | 30th June | |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Net assets brought forward | – | – |
| Dividend paid to parent | – | – |
| Net assets carried forward | – | – |
| 10. OTHER RECEIVABLES | ||
| 30th June | 30th June | |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Prepayments and accrued income | 143 | 479 |
| Taxation | 19 | – |
| Other debtors | 41 | – |
| 203 | 479 | |
All accrued income and other debtors were received. There is no expected credit loss to any debtor balance.
| 30th June | 30th June | |
|---|---|---|
| 2025 | 2024 | |
| £'000 | £'000 | |
| Cash at bank and on short-term deposit | 11,405 | 10,236 |
for the year ended 30th June 2025
| 30th June 2025 £'000 |
30th June 2024 £'000 |
|
|---|---|---|
| Longer-term deposits | 6,815 | 5,773 |
| The longer-term deposits matured in July 2024. | ||
| 13. OTHER PAYABLES | ||
| 30th June 2025 £'000 |
30th June 2024 £'000 |
|
| Accruals | 325 | 343 |
| 14. CALLED UP SHARE CAPITAL | ||
| 30th June 2025 £'000 |
30th June 2024 £'000 |
|
| Authorised | ||
| 305,000,000 (2024: 305,000,000) Ordinary shares of £0.01 each | 3,050 | 3,050 |
| Issued and fully paid 71,023,695 (2023: 71,023,695) Ordinary shares of £0.01 each |
710 | 710 |
On 8 August, the Company issued one new B Share for every Ordinary Share which were then redeemed immediately, leaving the Company's share capital unchanged.
for the year ended 30th June 2025
| Share Premium account £'000 |
Special Reserve £'000 |
Capital Redemption Reserve £'000 |
Capital Reserve £'000 |
|
|---|---|---|---|---|
| At 30th June 2024 | 21,573 | 56,908 | - | 56,049 |
| Decrease in investment holding gains | - | - | - | (7,151) |
| Net gains on realisation of investments | - | - | - | 8,266 |
| Losses on foreign currency | - | - | - | (529) |
| Trail rebates | - | - | - | 5 |
| Management fees allocated to capital | - | - | - | (742) |
| B Share redemption | (17,046) | - | 17,046 | (17,046) |
| B Share issue costs | - | - | - | (130) |
| At 30th June 2025 | 4,527 | 56,908 | 17,046 | 38,722 |
On 8 August 2024 the company returned £17,046,000 to its shareholders by way of a B share scheme. A bonus issue of one new B share was made for each Ordinary Share which was then redeemed for cash. The net assets of the company were reduced by £17 million.
In addition to the B share issue, the Shareholders approved a resolution to enable distributions to be paid out of capital profits.
The components of retained earnings are set out below:
| 30th June 2025 £'000 |
30th June 2024 £'000 |
|
|---|---|---|
| Capital reserve – realised | 24,256 | 34,432 |
| Capital reserve – revaluation | 14,466 | 21,617 |
| 38,722 | 56,049 | |
| 16. REVENUE RESERVE Retained revenue profit Dividends paid |
30th June 2025 £'000 5,642 (2,415) 3,227 |
30th June 2024 £'000 5,036 (2,415) 2,621 |
for the year ended 30th June 2025
The net asset value per Ordinary share is 170.56 (2024: 194.11).
The net asset value per Ordinary share is calculated on net assets of £121,140,000 (2024: £137,861,000) and 71,023,695 (2024: 71,023,695) Ordinary shares in issue at the year end.
| At 1st July 2024 £'000 |
Cash flow £'000 |
Exchange movement £'000 |
At 30th June 2025 £'000 |
|
|---|---|---|---|---|
| Cash at bank and on short-term deposit | 10,236 | 1,698 | (529) | 11,405 |
The Company's investment objective has been to achieve long-term capital growth. The investment objective is implemented by allocating assets to global investment opportunities through investment in equity, bond, commodity, real estate, currency and other markets. The Company's assets are stated at fair value.
For listed securities, this represents the last traded bid price, or for unit trusts and OEICs, the bid price for dual priced funds, or single price for non-dual priced funds, released by the relevant investment manager.
Unquoted investments are valued by the Directors at the balance sheet date based on recognised valuation methodologies, in accordance with IPEVC valuation guidelines such as dealing prices or third-party valuations where available, net asset values and other information as appropriate.
The holding of securities, investing activities and associated financing undertaken pursuant to this objective involve certain inherent risks. Events may occur that would result in either a reduction in the Company's net assets or a reduction of potential revenue profits available for dividend. As an investment trust, the Company invests in securities for the long term. Accordingly, it is, and has been throughout the year under review, the Company's policy that no short-term trading in investments or other financial instruments shall be undertaken.
The main financial instrument risks arising from the Company's pursuit of its investment objective are market risk (comprising price risk, currency risk, and interest rate risk), liquidity risk and credit risk. The Board has reviewed and agreed policies for managing each of these risks, which are unchanged from the previous year, and which are summarised below.
Note 19(h) sets out a summary of the Company's financial assets and liabilities by category.
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices of investments held by the Company.
for the year ended 30th June 2025
This market risk comprises three elements - currency risk (see note 19(b)), interest rate risk (see note 19(c)), and other price risk (see note 19(d)). The Board reviews and agrees policies for managing these risks. The Company's Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
A proportion of the Company's portfolio is invested in investments denominated in a foreign currency and movements in exchange rates can significantly affect their Sterling value.
Furthermore, a proportion of the Company's investments in other collective investment schemes may have underlying currency exposure through their investments and, as a result, the Company may be subject to further indirect currency movement.
The Investment Manager does not normally hedge against foreign currency movements affecting the value of the investment portfolio but takes account of this risk when making investment decisions. In addition, the Directors may authorise the Investment Manager to hedge currency risk or increase it in appropriate circumstances.
During the year under review, the Investment Manager did not enter into any forward currency contracts. (2024: £nil).
The fair values of the Company's assets that have foreign currency exposure at 30th June 2025 are shown below.
| 2025 US |
2025 | 2025 Japanese |
2025 | 2024 US |
2024 | 2024 Japanese |
2024 | |
|---|---|---|---|---|---|---|---|---|
| Dollars £'000 |
Euros £'000 |
Yen £'000 |
Total £'000 |
Dollars £'000 |
Euros £'000 |
Yen £'000 |
Total £'000 |
|
| Investment at fair value through profit or loss |
5,899 | 6,205 | – | 12,104 | 7,076 | 5,993 | – | 13,069 |
| Cash at bank and short–term deposits |
3,255 | 35 | – | 3,290 | 8,673 | 1 | – | 8,674 |
| Longer-term deposits |
3,181 | – | – | 3,181 | 2,990 | – | – | 2,990 |
| Other receivables | 41 | 41 | – | 82 | 174 | – | – | 174 |
| Total net foreign currency exposure |
12,376 | 6,281 | – | 18,657 | 18,913 | 5,994 | – | 24,907 |
The above table represents the direct assets denominated/dealt in US Dollars, Euros and Japanese Yen. The Company holds investments which are denominated in sterling which have significant currency exposure. These assets are not included in the above table. The underlying currency exposure will be significantly greater.
for the year ended 30th June 2025
Foreign currency sensitivity
During the financial year sterling appreciated by 8.41% against the US dollar (2024: depreciated 0.59%), depreciated by 0.8% against the euro (2024: appreciated 1.28%) and depreciated by 2.46% (2024: appreciated 10.80%) against the Japanese Yen.
Applying a 10% change in rate to the exposures listed above would affect net assets and total return as follows:
| 2025 US Dollars |
2025 Euros |
2025 Japanese Yen |
2025 Total |
2024 US Dollars |
2024 Euros |
2024 Japanese Yen |
2024 Total |
|
|---|---|---|---|---|---|---|---|---|
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| If exchange rates appreciated by 10% |
(1,125) | (571) | – | (1,696) | (1,719) | (545) | – | (2,264) |
| If exchange rates depreciated by 10% |
1,375 | 698 | – | 2,073 | 2,101 | 666 | – | 2,767 |
It should be noted that the above illustration is based on the currency denominated/dealt assets noted above at the year end, not the total currency exposure. Exposures may be subject to change during the year as a result of investment decisions.
The Company will be affected by interest rate changes as it holds cash and bank deposits. The majority of the Company's investments are equity based and are not therefore subject to interest rate risk. However, interest rate changes will have an impact on the valuation of equities, although this forms part of other price risk, which is considered separately below.
Management of the risk
The possible effects on 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 Company currently has no gearing.
The Company may from time to time hold significant cash and bank deposits. Short-term borrowings are used when required. Cash balances are invested in the market and may be put on deposit for up to one year to improve the return.
Derivative contracts are not used to hedge against the exposure to interest rate risk.
for the year ended 30th June 2025
Interest rate exposure
The exposure, at 30th June, of financial assets and liabilities to interest rate risk is shown by reference to:
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
|---|---|---|---|---|---|---|
| Greater | Greater | |||||
| In 1 year | than | In 1 year | than | |||
| or less | 1 year | Total | or less | 1 year | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Exposure to fixed interest rates: |
||||||
| Cash and short-term | ||||||
| deposit accounts | 6,807 | – | 6,807 | 10,196 | – | 10,196 |
| Longer-term deposits | 6,815 | – | 6,815 | 5,773 | – | 5,773 |
| Exposure to floating interest rates: |
||||||
| Cash at bank | 4,598 | – | 4,598 | 40 | – | 40 |
| Total exposure to interest | ||||||
| rates | 18,220 | – | 18,220 | 16,009 | – | 16,009 |
The above year-end amounts may not be representative of the exposure to interest rates during the year, since the level of cash held during the year will be affected by the strategy being followed in response to the Board's and Investment Manager's perception of interest rates, the market prospects and the investment opportunities available at any particular time.
The following table illustrates the sensitivity of the profit before taxation for the year and net assets to an increase or decrease of 50 (2024: 50) basis points in interest rates regarding the Company's monetary financial assets which are subject to interest rate risk.
The sensitivity analysis is based on the Company's monetary financial instruments (cash and cash equivalents and longer-term deposits) held at each balance sheet date, with all other variables held constant.
| Increase | Decrease | Increase | Decrease | |
|---|---|---|---|---|
| in rate | in rate | in rate | in rate | |
| 2025 | 2025 | 2024 | 2024 | |
| £'000 | £'000 | £'000 | £'000 | |
| Effect on total return to equity | 92 | (92) | 80 | (80) |
for the year ended 30th June 2025
The Company's exposure to other price risk comprises mainly movements in the value of its equity related investments.
A Schedule of the Largest Investments is given on page 10. Investments are valued in accordance with the Company's accounting policies. Uncertainty in future valuations of the Company's investments arises as a result of future changes in the market prices or NAV of the Company's listed equity investments and its unit trust and OEIC investments, and the effect changes in exchange rates may have on the sterling value of the investments.
In order to manage this risk, the Directors meet regularly with the Investment Manager to compare the performance of the portfolio against the IA sector benchmark and market indices. Given the Company's investment objective, the Company does not hedge against the effect of changes in the underlying prices of the investments.
The Company had no derivative instruments at the year end.
The unquoted investments are held at Directors' valuations. All valuations are reviewed by the Investment Manager, the Company's Audit and Risk Committee and subsequently recommended to the Board.
The Company's exposure to other changes in market prices at 30th June on its quoted investments, was as follows:
| 2025 £'000 |
2024 £'000 |
|
|---|---|---|
| Quoted investments at fair value through profit or loss | 100,294 | 118,963 |
| The Company's exposure to other changes in prices at 30th June on its unquoted investments was as follows: |
||
| 2025 £'000 |
2024 £'000 |
|
| Unquoted investments at fair value through profit or loss | 2,748 | 2,753 |
for the year ended 30th June 2025
Analysed as:
| 2025 | 2024 | |
|---|---|---|
| £'000 | £'000 | |
| Equities | 2,694 | 2,334 |
| Loan – interest bearing | 54 | 88 |
| Loan – non-interest bearing | – | 331 |
| 2,748 | 2,753 | |
The following table illustrates the sensitivity of the profit after taxation for the year and the equity to an increase or decrease of 10% in the fair values of the Company's investments. The sensitivity analysis is based on the Company's investments at each balance sheet date, with all other variables held constant.
| Increase in | Decrease in | Increase in | Decrease in | |
|---|---|---|---|---|
| fair value | fair value | fair value | fair value | |
| 2025 | 2025 | 2024 | 2024 | |
| £'000 | £'000 | £'000 | £'000 | |
| Effect on total return and on net assets | 10,304 | (10,304) | 12,172 | (12,172) |
Liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities, including outstanding commitments associated with financial instruments.
The Company's assets mainly comprise cash, short-term deposits and securities which can be readily sold to meet future funding commitments, if necessary. Unlisted securities, which carry a higher degree of liquidity risk form less than 2.5% (2024: 2.5%) of the net assets.
All financial liabilities of the Company at the balance sheet date are payable within three months.
The liquidity risk is managed by maintaining some cash or cash equivalent holdings in order to meet investment requirements and other liabilities as they fall due. At the year end the Company had liquid resources of £117 million (2024: £130 million). This included £18 million (2024: £16 million) of cash and deposits and £96 million (2024: £114 million) of listed/daily priced investments.
A summary of the Company's financial liabilities is provided in note 19(h). The Company has sufficient funds to meet these financial liabilities as they fall due.
for the year ended 30th June 2025
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits.
Management of the risk
Credit risk is managed as follows:
Credit risk exposure
The maximum exposure to credit risk at 30th June 2025 was £18,220,000 (2024: £16,009,000), comprising:
| 2025 | 2024 | |
|---|---|---|
| £'000 | £'000 | |
| Cash and cash equivalents | 11,405 | 10,236 |
| Longer-term deposits | 6,815 | 5,773 |
| 18,220 | 16,009 | |
All of the above financial assets are current, their fair values are considered to be approximately the same as the values shown and the likelihood of a material credit default is considered to be low as monies are only deposited with banks with a good credit rating.
The Company's financial assets and financial liabilities are stated at their fair values at the year end. The fair value of quoted shares and securities and unit trusts and OEICs is based on last traded market bid prices or the bid/single price provided by the fund administrator. The fair value of unlisted shares and securities is based on Directors' valuations as detailed in the accounting policies (note 1(f)).
for the year ended 30th June 2025
The carrying amounts of the Company's financial assets and financial liabilities, as recognised at the balance sheet date of the reporting periods under review, are categorised as follows:
| 2025 | 2024 | |
|---|---|---|
| £'000 | £'000 | |
| FINANCIAL ASSETS | ||
| Financial assets at fair value through profit or loss | ||
| Current assets carried at cost: | 103,042 | 121,716 |
| Debtors (due from brokers, dividends receivable, accrued | ||
| income and other debtors) | 203 | 479 |
| Cash and cash equivalents | 11,405 | 10,236 |
| Longer-term deposits | 6,815 | 5,773 |
| 121,465 | 138,204 | |
| FINANCIAL LIABILITIES | ||
| Measured at amortised cost: | ||
| Creditors: amounts falling due within one year | ||
| Accruals | 325 | 343 |
| 325 | 343 | |
The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant assets as follows:
The tables below set out fair value measurements of financial instruments at the year end, by the level in the fair value hierarchy into which the fair value measurement is categorised.
for the year ended 30th June 2025
| Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
|
|---|---|---|---|
| Equities, funds and loans at 30th June 2024 (restated) |
23,275 | 95,688 | 2,753 |
| Movements during the year | (2,084) | (16,585) | (5) |
| 21,191 | 79,103 | 2,748 | |
| Transfer from Level 1 to Level 2 | (1,465) | 1,465 | – |
| 19,726 | 80,568 | 2,748 | |
| Split: | |||
| Equities and funds | 19,726 | 80,568 | 2,694 |
| Loans | – | – | 54 |
| 19,726 | 80,568 | 2,748 | |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| £'000 | £'000 | £'000 | £'000 | |
| Equities and Funds | 113,897 | 5,066 | 2,334 | 121,297 |
| Restatement for investment funds | (90,622) | 90,622 | – | – |
| Loan | – | – | 419 | 419 |
| 23,275 | 95,688 | 2,753 | 121,716 | |
The valuation techniques used by the Company are explained in the accounting policies on pages 52 to 55.
Level 2 assets have been restated to include investment funds (OEICs and unit trusts). Investment funds can be redeemed on a daily basis at their net asset value, accordingly they are highly liquid. However, as they are priced once a day rather than continuously, they have been reclassified as Level 2 investments. Comparative figures have been restated. This reclassification does not affect their fair value or profit or loss.
£1.5m of less liquid quoted investments have been transferred from Level 1 to Level 2.
Level 2 investments also include an offshore fund, traded monthly.
All loans are level 3 investments.
A reconciliation of fair value measurements in Level 3 is set out overleaf.
for the year ended 30th June 2025
| 2025 £'000 |
2024 £'000 |
|
|---|---|---|
| Opening fair value | 2,753 | 2,490 |
| Movement in classification of investments: | ||
| Purchases at cost, including proceeds reinvested | 640 | 662 |
| Sales proceeds | (30) | (419) |
| Total gains or losses included in gains on investments in the statement of comprehensive income |
||
| – on sold assets | (2) | – |
| – on assets held at the end of the year | (613) | 20 |
| Closing fair value | 2,748 | 2,753 |
Level 3 valuations comprise the unquoted investments held at Directors' valuation and two private equity funds with a lock-in period.
The Level 3 portfolio represents less than 2.5% of the net asset value of the Company. Fair value has been established using recognised valuation techniques in accordance with IPEVC guidelines. The Level 3 portfolio includes £1.0 million of direct private equity investments and £1.7 million represents investments in funds invested in private equity which have restricted redemptions. These funds are valued at an externally prepared NAV. The largest direct private investment (0.6% of the Company's NAV) is fair valued taking into consideration the last transaction value. A 10% increase or decrease in its earnings would not have a material impact on the valuation of this investment.
The Company's capital is as disclosed in the Balance Sheet and note 14 and is managed on a basis consistent with its investment objective and policies.
During the year the Company returned £17million to shareholders, by way of the issue and redemption of B shares
The Company's shares trade at a significant discount to NAV, thereby restricting the Company's ability to issue new shares. No shares are held in Treasury.
for the year ended 30th June 2025
Since 1st January 2010, Brompton or its predecessor Brompton Asset Management LLP has acted as Investment Manager to the Company. This relationship is governed by an agreement dated 17th May 2018. Details of the investment management fee payable can be found on page 20.
Mr Duffield is the Chairman of Brompton Asset Management Group Limited, the ultimate parent of Brompton. Currently Mr Duffield owns the majority (59.91%) of the shares in the Company (see page 21). Mr Gamble has an immaterial holding in Brompton Asset Management Group Limited.
The total investment management fee payable to Brompton for the year ended 30th June 2025 was £742,000 (2024: £811,000) and at the year-end £186,000 (2024: £212,000) was accrued.
The Company's investments include seven funds managed by Brompton or its associates totalling £22,011,000 (2024: £24,631,000). No investment management fees were payable directly by the Company in respect of these investments.
The Company has an equity investment of £170,000 (2024: £100,000) in an investment management company in which a related party of Mr Duffield holds a minority stake. The Company has an investment in a private equity fund valued at £1.2 million (2024: £0.9 million) managed by this investment company. The Company has further capital commitments of £0.9 million.
Details of Directors fees paid can be found on page 33.
As a shareholder, Mr Duffield has received 59.14% of the Dividends paid during the year and 59.14% of the B Share redemption proceeds paid during the year.
The Company has made commitments to invest a further £1.1 million (2024: £1.2 million) which remains undrawn at the year end. There are no other commitments at the reporting date (2024: £nil).
Subsequent to the year end, the Directors were notified that, following recent changes in the Company's share register, it was not possible to determine with certainty, whether throughout the year the Company had met all the Close Company requirements to maintain investment trust status. No provision has been made for any capital gains tax on capital gains realised during the year.
Subsequent to the year end, as a precaution, Mr Duffield has increased his holding to ensure that the Close Company requirements are met as a result of his purchase of shares in the Company. Confirmation that the Company has met these requirements has been sought from HMRC.
Notice is hereby given that the 2025 Annual General Meeting of New Star Investment Trust plc ("Company") shall be held at Tenth Floor, 1 Knightsbridge Green, London, SW1X 7QA commencing at 11.00 am on Thursday 4 December 2025 for the following purposes:
To consider, and if thought fit to pass, the following Resolutions which are proposed as Ordinary Resolutions of the Company:
To consider, and if thought fit to pass, Resolution 9 as an Ordinary Resolution of the Company, and Resolutions 10 to 14 as Special Resolutions of the Company:
(ii) to holders of other equity securities as required by the rights of those equity securities or otherwise as the Directors may consider necessary.
subject to such exclusions restrictions or other arrangements as the Directors consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares, or any legal or regulatory or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and unless otherwise renewed varied or revoked the authorities hereby granted shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2026 or fifteen months after the passing of this Resolution save that the Company may before such expiry enter into offer(s) or agreement(s) which shall or may require Shares to be allotted after such expiry and the Company may allot Shares in pursuance of such offer(s) or agreement(s) as if the authorities hereby granted had not so expired.
save that the Company may enter into offer(s) or agreement(s) which shall or may require Shares to be allotted after such expiry and the Company is authorised to allot Shares in pursuance of such offer(s) or agreement(s) as if the authorities hereby granted had not so expired.
By order of the Board Apex Fund Administration Services (UK) Ltd Corporate Secretary 31st October 2025
Registered Office: 1 Knightsbridge Green, London SW1X 7QA Registered in England & Wales No: 03969011
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