River UK Micro Cap Ltd - Audit Report / Information 2025

River UK Micro Cap Limited

Annual Report and Financial Statements

For the year ended 30 September 2025

The Company

at a glance

Purpose

River UK Micro Cap Limited (the “Company”) is a closed-ended

investment company. Its purpose is to deliver high and sustainable

returns to investors by delivering the investment objective detailed

below.

Investment objective

The Company aims to achieve long term capital growth from investment

in a diversied portfolio of United Kingdom (“UK”) micro-cap companies,

typically comprising companies with a free oat market capitalisation of

less than £100 million at the time of purchase.

Investment strategy and policy

The Company’s investment strategy is to take advantage of the illiquidity

risk premium inherent in UK micro-cap companies and exploit fully the

underlying investment opportunities in that area of the market to deliver

high and sustainable returns to Shareholders, in the form of capital gains.

It is expected that the majority of the Company’s investible universe will

comprise companies whose securities are admitted to trading on the

Alternative Investment Market of the London Stock Exchange. While it

is intended that the Company will be fully invested in normal market

conditions, the Company may hold cash or similar instruments.

About the Alternative Investment Fund Manager (“AIFM”)

The AIFM of the Company, is Carne Global AIFM Solutions (C.I.) Limited

(“Carne” or the AIFM) which is authorised and regulated by the Jersey

Financial Services Commission. The AIFM provides an oversight and

risk management function but delegates portfolio management to

River Global Investors LLP. The AIFM is independent and has no legal

ownership connection with River Global Investors LLP.

Contents

Financial highlights and

performance summary 4

Chair’s statement 6

Portfolio Manager’s report 8

Investment portfolio 25

Strategic report 27

Statement of principal risks

and uncertainties 31

Section 172 statement and

principal decisions 35

Board members 38

Directors’ report 40

Directors’ statement of

responsibilities 44

Board and committees 45

AIFMD report 49

Report of the Audit Committee 51

Directors’ remuneration report 54

Independent auditor’s report 56

Statement of comprehensive

income 60

Statement of nancial position 61

Statement of changes in

shareholders’ equity 62

Statement of cash ows 63

Notes to the nancial statements 65

Useful information for

shareholders (unaudited) 84

Company information 86

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3River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

This year, we have seen the

early stages of a recovery as

condence in the UK economy is

creeping back. Consequently, we

anticipate further growth within

our portfolio of investments, not

just from the success of these

fast-growing companies, but also

normalisation of their valuation.

About River Global Investors LLP

(the “Portfolio Manager”)

The Portfolio Manager is an active

equity manager, specialising in UK

and global equity strategies since its

launch in 2006. Since 2014, it has

been part of River Global Group (the

“Group”). The Group is a subsidiary

of River Global PLC. The Portfolio

Manager is authorised and regulated

by the Financial Conduct Authority.

George Ensor, the appointed fund

manager, has been responsible

for the Company’s portfolio since

February 2018. Please refer to page

9 for George’s biography.

Capital redemptions and share

buy backs

The Company is committed to

achieving long term capital growth

and, where possible, returning

such growth to Shareholders

throughout the life of the Company.

Furthermore, the Board believes

that a Net Asset Value (“NAV”) in

the region of £100 million will best

position the Company to maximise

returns from a portfolio of micro-

cap companies. Accordingly,

the Directors operate a capital

redemption mechanism under

which the Company has discretion

to redeem a portion of the

Company’s share capital to return

the NAV back to around £100

million (the “Capital Redemption

Mechanism”) in order to:

• enable the Company to exploit

fully the underlying investment

opportunity and to deliver high

and sustainable returns to

Shareholders, principally in the

form of capital gains;

• enable portfolio holdings to

have a meaningful impact on the

Company’s performance, which

might otherwise be marginal

within the context of a larger

fund; and

• ensure that the Company can

continually take advantage of the

illiquidity risk premium inherent in

micro-cap companies.

On 4 August 2025, the Company

announced that in the event that

the Company has not returned a

minimum of £10 million of capital via

the Capital Redemption Mechanism

prior to 30 June 2028, the Board will

present proposals to enable a full

cash exit for all Shareholders. Refer

to page 27 for further details.

On 4 August 2025, the Company

also commenced a share buyback

programme, to repurchase Ordinary

Shares for up to a maximum

aggregate consideration of £2.0

million. Refer to page 27 for further

details.

Management of your Company

The Board of the Company

comprises a majority of independent

non-executive Directors with

extensive knowledge of investment

matters, the regulatory and legal

framework within which the

Company operates, as well as the

various roles played by investment

companies in Shareholders’

portfolios. The Board provides

oversight of the Company’s activities

and ensures that the appropriate

nancial resources and controls are

in place to deliver the investment

strategy and manage the risks

associated with such activities. The

Board actively supervises both the

AIFM and the Portfolio Manager in

the performance of their respective

functions.

4River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Financial highlights

and performance

summary

Ongoing charges

The ongoing charges for the

year ended 30 September

2025 were 1.74% (30

September 2024: 1.72%),

reecting rising operational

costs oset by rising average

NAV of the Company

compared to the prior year.

Share buybacks

During the year ended 30 September 2025, the Company

repurchased 165,000 Ordinary Shares in the market

at a weighted average price of £2.0411 for a total cost

of £338,487, including transaction costs of £1,706 (30

September 2024: nil Ordinary Shares repurchased). Refer to

note 11 for further details.

Performance during the year

The Company compares its performance to the Numis Smaller

Companies plus Alternative Investment Market (“AIM”) (excluding

Investment Companies) Index (the “Comparative Index”).

In the year ended 30 September 2025, the NAV total return

the Company outperformed the Comparative Index by 14.0%,

delivering a NAV total return

of 22.3%, compared to 8.3% posted

by the Comparative Index (30 September 2024: outperformed the

Comparative Index by 0.8%).

NAV and share price

30 September

2025

30 September

2024

NAV £84.0 million £69.0 million

Number of Ordinary Shares in

issue and outstanding

33,732,954 33,897,954

NAV per Ordinary Share

£2.4893 £2.0348

Ordinary Share price (bid price)

£2.0000 £1.7400

Share price discount to NAV

(19.7)% (14.5)%

NAV total return

22.3% 14.9%

Prot after taxation and total

comprehensive income

£15.3 million £8.9 million

Basic and diluted prot per

Ordinary Share

£0.4526 £0.2634

1 These are Alternative Performance

Measures (“APMs”). Refer to pages 84

and 85 for further details

2 Source: Bloomberg.

Performance since inception

NAV total return versus Index total return

-50

100

150

200

250

Sep 25Sep 24Sep 23Sep 22Sep 21Sep 20Sep 19Sep 18Sep 17Sep 16Sep 15Dec 14

Total return per share

Total return per index

NAV total return

from inception (net of all fees) was 9.0% on an annualised basis, outperforming the

Comparative Index total return

of 5.6% (30 September 2024: outperformed the Comparative Index

by 2.3%). Refer to the chart above showing the NAV total return versus the Comparative Index from

inception.

Capital redemptions

Since inception to 30 September 2025, the Company has exercised its Capital Redemption Mechanism

on ve separate occasions, as detailed below, redeeming a total of 34,609,615 Ordinary Shares and

returning a total of £76,924,351 to Shareholders.

Redemption

date

Redemption

price per

Ordinary Share

Number of

Ordinary shares

redeemed

Amount

returned to

shareholders

9 June 2017 £1.7217 8,712,240 £14,999,864

1 December 2017 £1.9124 7,843,469 £14,999,850

27 July 2018 £2.1659 5,506,817 £11,927,215

29 January 2021 £2.5335 5,921,631 £15,002,452

7 May 2021 £3.0179 6,625,458 £19,994,970

Refer to note 11 for full details of the Company’s redemption mechanism, including the conditions

required for the Company to be able to operate the Capital Redemption Mechanism.

5River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025 5

1 These are Alternative Performance Measures. Refer to pages

84 to 85 for further details.

2 Source: Bloomberg.

3 Source: Numis Securities Limited.

4 Excludes the cost of each redemption, amounting to a total

of £33,008 across all redemptions.

NAV per Ordinary

+22.3%

30 Sept 2025: £2.4893

30 Sept 2024: £2.0348

Ordinary share

bid price

+14.9%

30 Sept 2025: £2.0000

30 Sept 2024: £1.7400

Share price

discount to NAV

+36%

30 Sept 2025: (19.7)%

30 Sept 2024: (14.5)%

6River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Chair’s statement

Our share price was £1.64 as at 31 March

2025 and £2.00 as at 30 September 2025, an

increase of 22.0%. That’s tremendous news

for investors. Our portfolio manager George

Ensor will put more colour around those

performance gures later in this report.

It is clear to see that condence in the UK

economy is creeping back and the growth

of our smallest and most exciting, listed

companies is looking strong. Yet, valuations

are still not reecting these micro-cap

companies’ actual worth. Consequently, we

anticipate further growth within our portfolio

of investments, not just from the success of

these fast-growing companies, but also as

their valuations begin to normalise.

As at 30 September 2025, the discount to our

net asset value sat at almost 20%, which your

Board views as unacceptably high, although

broadly in line with our peer group. In an ideal

world the net asset value of the Company’s

investments should be accurately reected by

the share price, rather than being 20% less

than the holdings we own.

Given the increase in activism within the

investment trust industry from the likes of US

rms Saba Capital and Verition and home-

grown domestic players such as AVI, we are

not immune from the pressures they bring to

bear on boards.

To this end, we have taken three key decisions

over the last 6 months, in order to reduce and

manage our discount:

1. We have increased our marketing budget

to build a call to action for retail investors

to nd a place in their portfolios for micro

cap holdings. Your Company is the ideal

way in which to hold smaller, high growth-

potential investments, managed by an

expert, and George Ensor is building a

strong reputation in this sector.

2. We have introduced a share buyback

programme, which helps the Company

maintain its share price during periods of

lower demand for its shares. Given the

recent rises in the share price of your

Company, there has been some prot

taking recently, so the share buyback

programme helps underpin the share

price in these instances.

3. Most importantly, we are a Board who

believes that the Company exists to ‘do

what it says on the tin’, and that is to grow

and regularly pay out cash to Shareholders

in the form of our unique redemption

mechanism. Over the last 11 years since

founding, we have raised £70 million and

paid back £77 million to Shareholders

in 5 redemptions, the last two of which

were in 2021. If we have not managed

What a dierence 6 months makes! When I last wrote to you back in the

Spring, reporting our interim results

, we were experiencing an economic

mini slump, that had taken our shares down with it. Your Board is very

aware of its responsibilities to Shareholders, but we want you to be aware

that investing is unpredictable. We understand that investing is also

cyclical and certain sectors and regions come in and out of fashion. We

believe that, for a number of reasons, we have experienced a particularly

sustained downward part of the cycle, but we are seeing the early stages

of a recovery.

1 The Company’s half-year report for the period ended 31 March 2025 was released via the Regulatory News

Service on 13 June 2025.

7River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

to generate a further capital redemption

to Shareholders by June 2028, we will

oer Shareholders a route to wind up the

Company and return funds at as close to

net asset value as possible. This provides a

commitment to Shareholders that they are

not stuck within an investment that is not

living up to its promise.

The Board also chose to extend the contract

on our longest serving (non-independent)

Director, Mark Hodgson. Mark comes with

a wealth of experience in the industry and

with the Company that is highly valued by

a relatively new Board of Directors. We

acknowledge this is not best practice, but cost

savings of retaining him and refraining from

incurring search fees for his replacement have

been reinvested into our marketing eort.

To conclude, your Company is showing

positive signs of coming through the

most recent down cycle with a signicant

improvement in both share price and net

asset value. We will continue to pursue a

prudent marketing stance to drive interest

in the Company and demand for the shares,

targeting retail investors. With a strong and

improving performance story to tell, we

are hopeful to see better demand for your

Company.

John Blowers

Chair

3 December 2025

River Trust has advertised on Trustnet.com

Chair’s statement (continued)

Since 1955, UK Micro Caps

have grown more

The numbers don’t lie. Over the

last 70 years, UK Micro Caps

have grown by 10% per year.

ADD SOME TO YOUR

PORTFOLIO NOW.

CAPITAL IS AT RISK - PAST PERFORANCE IS NOT A RELIABLE INDICATOR OF

FUTURE RESULTS- RETURNS ARE NOT GUARANTEED

This is a ancial promotion by River Global Investors LLP, authorised by the FCA in conjunction with

Carne Global AJFM Solutions (CI) Limited, regulated by the Jersey Financial Services Commission.

Annualised returns

since 1955, Source: AIC

6.3%

GLOBAL

MARKETS

6.5%

UK STOCK

MARKET

9.0%

UK SMALLER

COMPANIES

10.5%

UK MICRO

CAPS

8River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

-50%

-45%

-40%

-35%

-30%

-25%

-20%

-15%

-10%

-5%

Year 1Year 2Year 3Year 4Year 5Year 6Year 7

Year 8

Year 9

Geometric Relative Performance

of UK Small vs UK Large

Relative Drawdowns in UK Small vs Large Performance since 1990

Sep 1990

Jun 1994

May 2007

Mar 2014

Sep 2015

Mar 2018

Sep 2021

Source: River Global Investors LLP, Bloomberg, Deutsche Numis. Data to 10 October 2025. UK Small Cap is Numis Smaller Companies

plus AIM ex Investment Trusts, UK Large is FTSE 100 (both total return).

Portfolio Manager’s report

Executive Summary

At the end of the year, we own a concentrated portfolio of well capitalised, free cash ow

generating UK listed micro cap companies that have delivered 25% per annum revenue growth

over the last three years but trade on a 7% free-cash-ow yield. We therefore believe we are well

positioned to continue to deliver strong absolute returns.

Following a broad Shareholder consultation, the Company has rearmed its commitment to

return capital to Shareholders. Should we not return at least £10m to Shareholders by 30 June

2028 then the Board will propose a full cash exit for all Shareholders. While I am personally

condent that we will deliver the returns necessary to support the long-term future of the

Company, I think the proposal is a clear example that the Board have and will prioritise the

interests of all Shareholders.

How strong is the investment case for UK smaller companies?

The chart below shows the relative performance, including dividends, of UK smaller companies

relative to large companies for each signicant cycle of underperformance since 1990. The chart

We have been through a long cycle of mega cap outperformance, not

dissimilar to the late 90s cycle that culminated in the Dot-Com bubble.

We reiterate our view that we are entering a new regime of equity

leadership which is likely to see capital moving out of the United States of

America (“US”). The strong fundamentals of our portfolio have started to

come through with strong absolute and relative performance delivered

in the year. Our NAV growth of 22.3% outperformed our small cap

Comparative Index return of 8.3%. We also outperformed broader UK and

Global equity indices which returned 17-18%

1 FTSE 100 +17.5%, S&P 500 +17.6% and MSCI All Country World Index +17.3%, all total return.

9River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

There are a host of well capitalised UK listed

businesses that have strong market positions

and scope to compound double digit earnings

that are trading on high single digit free-

cash-ow yields. We believe it is critical to

remain diversied – by style but also by the

cyclicality and origin of earnings (domestic or

international).

Fund manager:

George Ensor

George graduated from Bristol University

with an Upper Second-Class degree in

Chemistry in 2008 before joining Smith

& Williamson Investment Management

as a graduate trainee where he worked

for ve years as an analyst and Private

Client Investment Manager.

George joined River Global Investors LLP

in March 2014 as a UK equity analyst and

is currently Portfolio Manager of the ES

RGI UK Listed Smaller Companies Fund

and River UK Micro Cap Limited. George

is a CFA charter holder.

Portfolio Manager’s report (continued)

10River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

runs each cycle – with the exception of the current

cycle (red line) – to the point in which total returns are

equivalent. The chart shows that all bar three of the

cycles have gone from relative peak to trough and back

to peak within 4 years. It is evident from the chart that

we are in the second worst small cap cycle since 1990,

with only the 1990s cycle that culminated in the Dot-

Com bubble seeing a greater magnitude or period of

underperformance.

The chart below (on the left hand side) shows that the

US is going through a similar cycle with US small caps

underperforming large caps for over a decade, indeed

the data suggests that the US cycle has been worse than

the UK and similar to the late 90s cycle in the US. The

second chart (on the right hand side) shows that UK and

European small caps are trading below their post 2008

median price-to-earnings multiple whilst each large cap

index is trading at a premium. US large caps are trading

in the top decile (and likely towards the top of the top

decile) of their post 2008 price-to-earnings range (the

range on the chart is the 10th to 90th percentile). What

makes this chart particularly relevant is that the majority

of global listed equity capital is invested in US large caps.

Portfolio Manager’s report (continued)

Relative performance of US small caps vs.

large caps

Relative total return, rebased to 100 in Kanuary 1998

Regional large and small cap forward

P/E ratios

x, multiple

Source: JPMorgan Guide to the Markets, UK, Q4 2025, 30 September 2025.

We believe – like all the cycles that have gone before

– that this cycle will recover. We expect UK smaller

company earnings to outperform large cap earnings,

and we expect the earnings multiples to normalise. Set

against an investment universe which is trading at or

close to historic peak multiples, we consider this to be a

fantastic opportunity set.

We would also note that the chart above (on the right

hand side) is using the MSCI UK Small Cap index which

we would view as a mid-cap index. In our view, valuation

multiples are more depressed in UK small and micro

caps than they are in mid-caps. The data overleaf splits

the UK into large (FTSE 100), mid (FTSE 250) and small

(FTSE Small and AIM 100) and shows that the smaller

indices have derated relative to mid and large. This is

particularly true for AIM which we comment on later

in the section on Long Term Performance. The data

overleaf suggests that UK smaller companies have rarely

traded on a cheaper valuation multiple in the last

15 years.

11River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

There is also evidence that the cycle is starting to turn.

A recent report from JPMorgan – for which the relevant

chart is shown below – stated that “November 2023

seems to have marked a change of direction with small

and mid-caps gaining momentum decisively in the

last six months”

. Indeed, developed market interest

rate expectations peaked in November 2023 and our

Comparative Index made what we expect to be the cycle

low in October 2023.

Portfolio Manager’s report (continued)

Forward EV/EBITDA (median)

Source: River Global Investors LLP. Performance to 20 October 2025.

Performance of SMid vs. Large-Caps since their 2021 relative peak

Source: JPMorgan Global Equity Research and Global Equity Strategy, 17 September 2025.

FTSE AIM 100

FTSE 100

FTSE 250

FTSE Small

Aug

2 JPMorgan Global Equity Research and Global Equity Strategy, 17 September 2025.

12River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Each position that impacted relative performance by at least two percentage points is detailed on the chart below.

The NAV per share at the end of September was £2.4893, a gain of 22.3% from the NAV

per share of £2.0348 at the end of September 2024. Our Comparative Index returned a

gain of 8.3%, leaving relative performance for the year at +14.0%.

NAV per share

+22.3%

2025: £2.4893 2024: £2.0348

Relative performance

+14.0%

Fund: +22.3% Benchmark: +8.3%

One year

performance review

Portfolio Manager’s report (continued)

Source: River Global Investors LLP. Performance to 30 September 2025.

DF Capital (+)

Serabi Gold (+)

Windward Ltd (+)

Renold (+)

ActiveOps (+)

SigmaRoc (+)

AOTI (+)

hVIVO (+)

Litigation Capital Mgmt (+)

Kooth (+)

Relative Contribution (%)

(+) Overweight

(–) Underweight

-2.1%

-2.5%

-2.9%

-3.2%

+5.1%

+4.8%

+3.2%

+2.7%

+2.4%

+2.3%

13River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

DF Capital

Specialist lender, DF Capital – our largest position

throughout the period – has benetted from both strong

growth in net book value per share and a re-rating of

the shares towards book value. The company recently

reported year-on-year loan book growth of 26% whilst

June 2025 interim results upgraded net-interest-margin

guidance from 6% to 7%. We view loan book growth and

net interest margin as two key value drivers for banks

and continue to believe that the fundamentals support

a premium to book value. The company has successfully

launched its asset nance oering to the existing dealer

network – we expect this to be an important driver of

loan book growth over the next few years and to also

reduce the seasonality of the business, which should

enable more ecient use of capital.

Serabi Gold

Brazilian gold exploration and production company

Serabi Gold was once again a signicant positive

contributor to performance. Our investment case

has been premised on production growth alongside

falling costs supporting improving cash generation

which should enable greater investment in browneld

exploration which in turn supports future production

growth. Production growth is accelerating, growing 27%

year-on-year in the latest quarterly update, costs are

falling, and the company is successfully delivering with

exploration rigs. The protability and cash generation

of the company has been supercharged by the 46%

increase in the gold price.

Three of our top performers from the prior

year – Renold, Science in Sport (+1.5% relative

performance contribution (not shown on

chart)) and Windward – were, alongside Aquis

Exchange (+1.9% relative contribution (not shown

on chart)), taken private in the year. Aquis was

acquired by a strategic buyer – the Swiss stock

exchange – which supported the greatest bid

premium at 96%

, whilst Renold, Science in Sport

and Windward achieved bid premiums of 54%,

39% and 60% respectively.

ActiveOp

Enterprise SaaS business ActiveOps had a poor start

to the year – as reported in our interim report – with

the announcement that they had lost one of their

largest contracts. Twelve months on, not only has that

customer reinstated the prior contract but they are

also considering a signicant expansion. Alongside this,

ActiveOps has reported a rapid acceleration in organic

growth with year-on-year organic constant currency

annual recurring revenue (“ARR”) growth of 27% in the

6-month period to September 2025. Furthermore, total

ARR growth – at 58% – benetted from the acquisition of

Enlighten for which we believe there will be substantial

synergies to be realised over the next 12 months. Whilst

the enterprise to sales multiple has re-rated over the

last 6 months, it remains below average despite what we

believe to be leading growth.

SigmaRoc

SigmaRoc rallied strongly on the announcement of

Germany’s ambitious new stimulus plan. Following the

acquisition of CRH’s European lime assets last year,

the group generates more than 40% of revenues from

the region and is directly exposed to construction and

steel end markets. An improving demand environment

combined with the company’s strong operational track

record of improving returns and continued deleveraging

on an attractive valuation means it remains a high

conviction position.

AOTI

AOTI had been seeing success with its strategy to

roll out its topical oxygen therapy into new Medicaid

states in the US. However, missing IPO expectations

for prot set the shares on a downward trend. Growth

has since rolled in the Veterans’ Administration (AOTI’s

key market representing roughly half of group sales)

as US government eciency initiatives have resulted in

headcount cuts, whilst issues with reimbursement in

Arizona have caused a deterioration in the company’s

balance sheet strength (forecast to be c1x net debt to

EBITDA from our prior expectation of net cash FY25E),

causing further share price weakness. There is evidence

3 Source: Bloomberg, 12m performance in USD to 30 September 2025.

4 Source: Bloomberg. For comparison, each premium is shown to the closing share price 30 September 2024.

14River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

to suggest that headwinds to growth are transitory and

the company has some exibility to manage its cash

position, but another downgrade to the expectation

set is unhelpful for the rating. The current valuation

assumes limited contribution from AOTI’s growth

pipeline – despite the company moving closer to Centers

for Medicare & Medicaid Services approval – but we

await evidence of improving cash collection and earnings

momentum before rebuilding our position.

hVIVO

Concerns over the availability of funding for hVIVO’s

biotech clients and so demand for the company’s human

challenge trials resulted in a 53% fall in the share price.

Whilst the company has taken steps to diversify its

revenue streams, human challenge trials remain the

key value driver due to their relative size (contracts can

be £15m+ versus c£3m for lab services for a eld trial),

which creates lumpiness. An ambitious expectation

set leaves risk to the downside on short term earnings,

with a wide range of outcomes for prots and cash

dependent on the timing of contract signings, but – as

if often the case – this does overlook some excellent

progress. For example, in January 2025, the company

announced its largest human challenge trial to date,

a phase 3 trial for ILiAD which, if successful, could

transform the addressable market. We added to our

position as the shares traded well below our downside

scenario target price.

Litigation Capital Management

As we wrote in the interim update, Litigation Capital

Management has a fantastic long-term track record

from investing in litigation cases. The company has

been attempting to transition from fully funding

case investments with internal capital to co-investing

alongside managed, third-party, capital – a strategy

which we believed would result in both higher return on

capital and less volatile returns. Unfortunately, it appears

to us that the company has failed to maintain investment

standards as the commitments grew and there has

been a poor run of failed cases. We began selling down

our position in August 2025 and were largely complete

(c.£70k position outstanding) by the end of September

2025. The balance was exited on 1 October 2025 ahead

of a further disappointing case update which saw the

shares decline by more than 50%.

Kooth

Kooth, the leading provider of digital mental health

services, is making good progress in its dominant

Californian contract with underlying revenue and

protability in-line with expectations. An online article

earlier in the year suggesting that this contract was

at risk of being cancelled was – in our opinion – the

main driver of the c.50% decline in the share price. The

recent extension of their contract in New Jersey is an

example of the company’s ability to add additional, albeit

smaller, contracts and illustrates the value proposition

whilst the valuation, at c.0.5x sales to enterprise value,

suggests there is little expectation of further progress or

indeed an extension beyond mid-2027 of the contract

in California. We expect the company to be free-cash-

ow neutral this year as they have invested heavily in

promoting the new services in California and to return

to positive free-cash generation next year. Net cash of

£15m represented c.30% of the company’s market cap

at 30 September 2025.

15River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Positive absolute and relative

performance in nine out of

eleven nancial periods.

Total return after all fees

151.8%

Outperformance

73.1%

Long term

performance

review

We’ve extended the analysis that we shared with Shareholders last year in the table

below which shows the annual NAV performance for each nancial year since the

Company’s IPO in December 2014

5 Period to September 2015 is from IPO on 2 December 2014 and is therefore approximately 10 month not 12-month period.

6 Measured as a composite of MSCI UK Value vs. MSCI UK Growth and Numis Small Cap Ex-Investment Trusts plus AIM vs AIM All Share.

7 Measured as Numis Smaller Companies Ex-Investment Trusts plus AIM vs UK All Share. Double signal means equal or greater than 10%.

Portfolio Manager’s report (continued)

The fourth row shows our performance relative to our

Comparative Index whilst the fth row shows our quartile

ranking for each period when compared to the AIC UK

Smaller Companies peer group. The nal row shows

our performance relative to the AIM All Share index, the

index in the UK with the smallest average market cap.

The second and third rows provide some context for the

investment backdrop in the relevant period.

For example, in the nancial year to the end of

September 2025, we delivered absolute NAV growth

of 22% and we outperformed both the AIM All Share

index and our Comparative Index by 14%. There was a

value style bias

in the market and smaller companies

underperformed the broader UK market.

16River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

8 Bloomberg, 15 October 2025.

Sept

15*

Sept

NAV

performance

13% 14% 45% 25% -17% 9% 59% -48% 4% 15% 22%

Style bias Growth Growth Value Growth None Growth Value Value Value Value Value

Small cap

premium

++ – + – – – ++ ++ – – – – \= –

Relative

performance

5% 4% 24% 22% -10% 12% 14% -21% 1% 1% 14%

Quartile 3rd 1st 1st 1st 4th 1st 1st 4th 3rd 3rd 1st

AIM relative

performance

10% 0% 21% 14% 2% -2% 29% -14% 12% 11% 14%

*10 months.

Source: River Global Investors LLP, BNP Paribas, Bloomberg.

The intention of the data is to illustrate that the Company has delivered strong absolute and relative performance in

a range of macro environments. We would highlight the following:

• Positive absolute and relative performance in nine out of eleven nancial periods.

• Total return after all fees of 151.8%.

• Outperformance of 73.1%.

• We have delivered positive absolute and relative returns in years with both Growth and Value style leadership.

• Unsurprisingly, positive absolute and relative performance has been most correlated with a positive smaller

companies’ premium. The smaller companies’ premium was -7.9% for the most recent period.

The nal row on the table above shows our performance relative to the AIM All Share index. AIM is seen as the key

small company market in the UK with 562 companies with an average market cap of £112m

. At the end of the

period, all but ve of our investments were AIM listed, representing 80% of the NAV.

As the chart below shows – smaller companies have underperformed large companies over the last few years. In

fact, since July 2021, the FTSE 100 total return is 56%, some 43% ahead of the Numis Small Cap excluding AIM and

Investment Trust index which has gained 13%. The AIM market has however been the real underperformer and

whilst there are going to be multiple drivers of performance such as constituent sectors, relative earnings growth

and relative valuation multiples, the data does suggest that small has consistently underperformed large over the

last 4 years. This is also evident in the chart above where we show that the “Small Cap Premium” has either been

negative or neutral in the last 4 years. Our view is that smaller companies have underperformed due to an aversion

to liquidity risk given the ongoing outows from UK equities and we believe this has happened despite earnings

growth that has likely been stronger for smaller companies than large companies within the UK over the last 4 years.

17River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Period NAV

Numis Smaller Companies

plus AIM (ex ICs) Index

Dierence

Quartile

6 month 25.3 10.1 +8.4 1

1 year 22.3 8.3 +14.1 1

3 years 45.9 27.6 +18.3 2

5 years 20.9 35.8 -14.9 3

Since inception 154.0 80.5 +73.5 1

Source: River Global Investors LLP, BNP Paribas, Bloomberg. Performance to 30 September 2025. Since inception is 02 December

2014. Note: NAV data is based on daily unaudited estimations. Quartile refers to performance versus peers within the AIC UK

Smaller Companies peer group.

Portfolio Manager’s report (continued)

Sept 2021 Sept 2022 Sept 2023 Sept 2024 Sept 2025

100

120

140

160

FTSE 100 +56%

100 Companies / £24.1bn Av Market Cap

FTSE 100 TR

Numis SC ex IT TR

RMMC NAV TR

AIM All Share TR

Deutsche

Numis Small Cap ex AIM ex ITs +13%

338 Companies / £485m Av Market Cap

AIM All Share -33%

562 Companies / £112m Av Market Cap

River UK Micro Cap -23%

35 Companies / £61m Av Market Cap

Source: River Global Investors LLP, BNP Paribas, Bloomberg. Data from 30 June 2021 to 30 September 2025. Average Market Cap

for RMMC is the median market cap.

This view is further supported by the valuation chart that we showed in the section on the investment case for UK

smaller companies. Ultimately, the key opportunity for our investment strategy over the next few years is a reversal of

fortune for the smallest UK listed companies.

Our NAV performance and performance relative to our Comparative Index is shown below. We also include

performance gures for AIM and the broader UK market (MSCI United Kingdom IMI) in the chart that follows.

18River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

-20

100

120

140

160

Since inception5 years3 years1 year

River UK Micro Cap

NSCI AIM ex ICs

MSCI United Kingdom IMI

AIM All Share

Source: River Global Investors LLP, BNP Paribas, Bloomberg. Performance to 30 September 2025. Since inception is 02 December

2014. Note: NAV data is based on daily unaudited estimations. Quartile refers to performance versus peers within the AIC UK

Smaller Companies peer group.

We return excess capital to Shareholders when the Company’s assets are in excess of £110m. The two most recent

capital returns were in 2021 with a total of £35m returned. The details below allow us to calculate a money-weighted

return (or internal rate of return (“IRR”)) which diers from the NAV performance calculations shown above as it

incorporates the timings of the capital returns. We believe, particularly given the depressed state of the UK equity

and small-cap market, that an IRR of 12.8% conrms that the approach we are taking is absolutely in the interest of

our Shareholders.

Following a broad Shareholder consultation, the Company has rearmed its commitment to return capital to

Shareholders. Should we not return at least £10m to Shareholders by 30 June 2028 then the Board will propose a full

cash exit for all Shareholders. While I am personally condent that we will deliver the returns necessary to support

the long-term future of the Company, I think the proposal is a clear example that the Board have and will prioritise

the interests of all Shareholders.

Date Cash ow (£mn) Comment

02/12/2014 -50.6 Initial Public Oer (IPO)

29/10/2015 -19.5 Additional equity oering

09/06/2017 15.0 Shareholder capital return

01/12/2017 15.0 Shareholder capital return

27/07/2018 11.9 Shareholder capital return

29/01/2021 15.0 Shareholder capital return

07/05/2021 20.0 Shareholder capital return

30/09/2024 84.0 NAV

IRR 12.8%

Source: River Global Investors LLP, BNP Paribas

Growth

Recovery

19River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Activity

Portfolio Manager’s report (continued)

Source: River Global Investors, company reports.

Five new positions were initiated in the

year which are detailed below. At the end

of September 2025, the ve positions

represented 10.1% of the portfolio. A

small initial position was also purchased

in Corero Network Security, which

represented 0.0% of the portfolio.

Dialight

Dialight’s LED housing knowhow and IP underpins

industry leading environmental credentials and,

crucially, an ability to oer a proven 10-year warranty

which permits lowest total cost of ownership claims

for heavy duty industrial requirements. Dialight is a

self-help recovery investment case where 300 out of

a total 14,000 SKUs account for 85% of gross prot.

A focus on products with strong economics under

new management provides the foundation for margin

recovery. Expectations for a 3-year forward margin of 6%

are well below the low teens recovered margin potential,

providing scope for material upgrades and >100%

upside potential given a low starting valuation of 0.5x

enterprise value to sales. Post year end, Dialight’s rst-

half trading update revealed underlying earnings for the

full-year are expected to be signicantly ahead of market

expectations.

Microlise

Microlise is a business that we rst met prior to IPO in

July 2021 and have tracked since. The fundamentals

appeal given the dominant market share – 58% of eets

in excess of 500 vehicles with all of the top 15 retailers

as customers – in the provision of telematics and eet

20River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

management software. Whilst annualised recurring

revenue growth has not been rapid, growing organically

at c.11% for the last three years, the customer churn

has consistently been below 1% which we would argue

points to the strength of the customer proposition.

With low-teens EBITDA margins, protability is lower

than would be expected for a SaaS business model with

high market share which suggests prots could well

compound more quickly than revenue from here. Finally,

with the shares trading on just over one-times sales or

two-times recurring revenues with a net cash balance

sheet, we believe there is an attractive margin of safety

with the price discounting limited growth.

Sylvania Platinum

South African based Sylvania Platinum is a low-

cost producer of platinum group metals (PGM). The

company extracts PGM from the tailings (or mine

dumps) associated with partner Chrome mines. Sylvania

is therefore less exposed to the typical operational

challenges that we experience in mining companies

and the approach, which involves no mining, also

supports their attractive cost – and therefore margin

– proposition. The supply-side dynamics for PGMs are

interesting; supply has been in decline for many years

and is viewed as being inelastic to price given years of

poor return on capital, the metals remain in decit and

there is little evidence of new supply coming to market.

Since we initiated the position in October 2024, the

company has outperformed on production guidance

and is benetting from substantially higher commodity

prices (Platinum and Palladium prices are up 60% and

26% respectively9).

Tracsis

Tracsis is a provider of software and hardware

solutions enabling high return on investment digital

transformation primarily in the rail industry for long-term

blue-chip customers. Under previous management, the

group executed a buy and build strategy with limited

integration. Under current management, the company

is professionalising into a corporate with short-term

margin recovery potential underpinned by growing

into a larger operating cost base plus a higher software

mix. The group’s relatively small scale compared to

large incumbent peers like Hitachi and Siemens that

have exploited monopoly type positions aords it

agility and more of a trusted partnership approach

with customers who welcome a mid-sized competitor.

Tracsis should benet from long-term tailwinds in the

UK and North America as the transportation industry

(a relative laggard) increasingly adopts digital solutions.

We believe this provides a strong foundation for the

group to transition to a quality-growth investment case

in the mid-term. We initiated a small position given a

compelling valuation – a multiple of 6-times enterprise

value to earnings before interest, tax, depreciation and

amortisation (“EBITDA”) discounting limited growth with

margins below history and caution regarding short-term

trading reecting soft Control Period 7 (5-year planning

and funding cycle for Network Rail) activity. Following the

group’s in-line full-year trading update in August 2025,

we added to our initial position.

Trifast

Trifast designs, engineers, manufactures and distributes

non-standard, qualied industrial fasteners that perform

critical functions and thereby remove signicant

complexity out of the supply chain for assembly

industries. Historic margin degradation is largely a

function of pursuing growth at any cost and a lack of

integration of prior acquisitions resulting in operational

ineciencies. New management is pursuing a self-help

margin recovery plan with mid-term margin targets

below history and robust evidence of self-help actions

driving improved nancial performance in a challenging

market (sequential margin improvement, balance sheet

deleveraging to < 1x). Valuation is compelling at 0.6x

enterprise value to sales versus a mid-term operating

margin target of at least 10%.

9 Source: Bloomberg. USD Price gain from 30 September 2024 to 30 September 2025.

21River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Source: River Global Investors LLP

Portfolio

positioning

We are looking to build a portfolio of companies that have a clear opportunity to

create shareholder value in one of three phases of the company lifecycle – Growth,

Quality and Recovery.

RecoveryQualityGrowth

30/09/2023

30/09/2024 30/09/2025

Portfolio Manager’s report (continued)

When compared to the end of September 2024, we have added 10 percentage points (ppts) to Recovery at the

expense of Growth which is down 12ppts. The skew is typically driven by the performance of existing holdings and

where we are nding the greatest conviction in new ideas. The prior year saw a bias to new Growth investments

whilst the current year saw a bias to Recovery ideas (as discussed in prior section). Whilst Growth holdings performed

well in the year, take privates – Science in Sport, Renold, Windward and Aquis Exchange – were entirely targeted

22River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

at our Growth holdings. Indeed, those four holdings

represented a combined 13.9% of the portfolio at the

end of the prior year which is a relevant factor when

considering the year-on-year change.

Excluding two funding businesses (DF Capital and

LendInvest

), on 1-year forward consensus forecasts,

just three positions – totalling 2.2% of the portfolio – are

forecast to be free-cash-ow negative next year with all

three having sucient cash to fund ongoing investment.

Excluding the same two businesses

, there are just

two companies – representing a combined 5.4%

NAV – in the portfolio that have net debt-to-EBITDA (on

a trailing basis) in excess of 2x. SigmaRoc represents

the majority of this exposure (4.2%) and not only is it

rapidly de-leveraging but it also has strong asset backing

support (mineral reserves and quarries) – the company

reported leverage at their recent interim results of 2.04x.

The other is Flowtech Fluidpower, a cyclical Recovery

investment case, in which we are building our stake

given improved operational momentum.

Using the same analysis again, the portfolio trades on a

free cash ow yield of 7.0%. This increases to 8.4% when

the discount to NAV – of 19.7% at the end of September

2025 – that the shares trade on is accounted for

Our latest Sustainability and Stewardship Policy is

available on our website (www.river.global/what-we-do/

sustainable-investing/stewardship). Our approach to

integrating sustainability analysis into our fundamental

research process is unchanged. We believe that

businesses that are managed with the interest of all

stakeholders in mind will compound higher returns for

Shareholders over the medium term.

The portfolio allocation across the four dierent

categories – which are detailed in the policy which

can be found on the link above – was 16% in S1 rated

companies, 70% in S2 rated companies, 14% in S3

rated companies and no S4 rated positions (2024:

27% S1, 62% S2 and 11% S3). M&A was a key driver of

the reduction in our allocation to S1 rated companies

as both Windward and Science in Sport were held in

this category. Across the ve new positions, with the

exception of S1 rated Dialight, all the other additions

were S2 rated.

10 Combined 10.4% of portfolio, 30 September 2025. .

11 Two companies are excluded as the concept of FCF and Net Debt to EBITDA are not appropriate measures for companies that leverage

equity.

12 Company Reports, River Global LLP. 30 September 2025.

13 River Global LLP, Bloomberg. 30th September 2025.

14 Source: UBS Holt, 10 October 2025.

In summary, we have a portfolio of 35 holdings

which in aggregate are:

• High growth – they have grown revenue at

an annual growth rate of c.25% over the last

three years.

• Cheap, trading on a free cash ow yield

of 7%.

• All, except for three suciently well

capitalised positions, forecast to generate

positive free cash ow on one-year-forward

consensus forecasts.

• Well capitalised, with the majority being

net cash and just 5% of the portfolio having

trailing net debt-to-EBITDA of greater than 2x.

[

](https://www.river.global/what-we-do/sustainable-investing/stewardship)[

](https://www.river.global/what-we-do/sustainable-investing/stewardship)

23River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

15 Source: S&P Global, 3 October 2025

16 Source: S&P Global, October 2025.

17 Bank of England Monetary Policy Report August 2025

The UK Services PMI

deteriorated in September 2025 from the 16-month high that

was recorded in August 2025 of 54.2, albeit – at 50.8 – indicating some growth. The

(materially smaller) Manufacturing and Construction PMIs

are both below 50, indicating

contraction.

Outlook

Portfolio Manager’s report (continued)

The labour market is, as measured through the number

of vacancies, about 10% looser today than it was in

2019 and has recently shown signs of stabilisation

post the scal raid on employers that was announced

last October 2024 and the signicant real increase in

the national living wage. The rate of wage ination is

declining and is expected to be around 3.75% by the end

of the year

Taken together and assuming, at least directionally, that

the Bank of England CPI forecasts are correct – there

should be scope for interest rates in the UK to fall by

at least what is implied in current forecasts, potentially

more. It is noteworthy, to us, that market implied

rate cuts and terminal rates for the UK are outliers

when compared to the US and Europe. Market pricing

currently implies 1.5 rate cuts over the next 12 months

in the UK which compares to 4 and 2 for the US and

Europe respectively. The 12-month implied rate for

the UK of 3.6% is 60bps higher than that of the US and

double the 1.8% implied for Europe.

Fiscal consolidation is required at the Autumn Budget,

but we have seen evidence of a more pro-business,

pro-growth and less inationary agenda in the last few

months. Specically, business rates reform – yet to be

nalised – could be a welcome reduction for smaller

premises which would include pubs and small retail and

leisure units.

The opportunity to us is therefore clear – there are

a host of well capitalised UK listed businesses that

have strong market positions and scope to compound

double digit earnings that are trading on high single digit

free-cash-ow yields. We believe it is critical to remain

diversied – by style but also by the cyclicality and origin

of earnings (domestic or international).

We are keen to stress one nal point. There is an

entrenched consensus that the UK will remain a low

growth economy with high borrowing costs, poor

energy policy and limited scal wiggle room. Sentiment

is depressed and valuations – which we continue to see

24River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Portfolio Manager’s report (continued)

as the best way to limit downside risk – and forecasts

imply little if any growth. Put another way, the bar has

been set suitably low. It is this starting point, set against

a global equity market which is not only expensive but

operating at historically elevated levels of protability

and concentration, that sets apart the medium-term

opportunity.

George Ensor

Fund Manager

River Global Investors

This Portfolio Manager’s Report is compiled with

reference to the investment portfolio. Therefore, all

positions are calculated by reference to their ocial

closing prices (as opposed to the closing bid prices

basis within the nancial statements). The estimated

unaudited NAV is calculated on a daily basis utilising

closing bid prices and is inclusive of all estimated

charges and accruals.

25River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Investment portfolio

The Investment Portfolio below details the Company’s holdings as at 30 September 2025, exclusive of cash and cash

equivalents (portfolio weightings are based on mid-prices).

Name Description

Weight

(% of portfolio)

DF Capital Financials 9.5%

ActiveOps Information Technology 6.2%

Venture Life Consumer Staples 4.6%

Capital Limited Materials 4.6%

Supreme Consumer Discretionary 4.6%

Sigmaroc Materials 4.2%

Keystone Law Industrials 4.2%

InvestAcc Financials 4.0%

Sylvania Platinum Materials 3.7%

Netcall Information Technology 3.6%

Gear4music Consumer Discretionary 3.6%

Ten Lifestyle Industrials 3.5%

Diaceutics Health Care 3.1%

Serabi Gold Materials 2.9%

Cake Box Holdings Consumer Staples 2.8%

1Spatial Information Technology 2.6%

BOKU Information Technology 2.4%

Tracsis Information Technology 2.3%

Dialight Industrials 2.2%

GetBusy Information Technology 2.0%

Kooth Health Care 1.9%

MPAC Group Industrials 1.8%

The Pebble Communication Services 1.6%

Inspecs Health Care 1.6%

IG Design Consumer Discretionary 1.6%

Flowtech Fluidpower Industrials 1.2%

Microlise Information Technology 1.2%

MaxCyte Health Care 1.2%

hVIVO Health Care 1.1%

LendInvest Financials 0.9%

AOTI Health Care 0.9%

Trifast Industrials 0.7%

Eagle Eye Solutions Communication Services 0.3%

Litigation Capital Management Financials 0.1%

Corero Network Security Information Technology 0.0%

Source: River Global Investors LLP

26River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Communication services 2.0%

DF Capital

ActiveOps

Venture Life

Capital Limited

Supreme Consumer

Sigmaroc

Keystone Law

InvestAcc

Sylvania Platinum

Netcall

9.5%

6.2%

4.6%

4.2%

4.0%

3.7%

3.6%

Top ten holdings

as at 30 September 2025

Sector breakdown

as at 30 September 2025

Financials 14.4%

IT 20.3%

Health care 9.7%

Industrials 13.6%

Materials 15.5%

Consumer staples 7.4%

Consumer discretionary 9.7%

Investment portfolio (continued)

Total of

portfolio

49.2%

27River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Strategic report

This Strategic Report is designed to provide information

about the Company’s operation and results for the

year ended 30 September 2025. It should be read in

conjunction with the Chair’s Statement and the Portfolio

Manager’s Report which provides a detailed review of

investment activities for the year and an outlook for the

future.

Corporate summary

The Company was incorporated in Guernsey on 2

October 2014, with registered number 59106, as a

non-cellular company with liability limited by shares.

The Company is regulated by the Guernsey Financial

Services Commission (“GFSC”) as a registered closed-

ended collective investment scheme pursuant to the

Protection of Investors (Bailiwick of Guernsey) Law, 2020,

as amended, and the Registered Collective Investment

Scheme Rules and Guidance, 2021 (“RCIS Rules”).

The Company’s share capital is denominated in Sterling

and each share carries equal voting rights.

The Company’s Ordinary Shares are listed on the Equity

Share (Commercial Companies) segment of the Ocial

List as maintained by the Financial Conduct Authority

(“FCA”) and admitted to trading on the Main Market of

the London Stock Exchange.

Signicant events during the year

ended 30 September 2025

Company update

On 4 August 2025, the Company announced that in the

event that the Company has not returned a minimum

of £10 million of capital via the Redemption Mechanism

prior to 30 June 2028, the Board will present proposals

to enable a full cash exit for all Shareholders.

Proposals to provide a full cash exit for Shareholders

by way of voluntary winding up of the Company or

another corporate action would require the approval by

Shareholders of relevant resolutions put forward at a

general meeting of the Company.

Annual General Meeting held on 12 March 2025

All resolutions proposed at the meeting were duly

passed. Mark Hodgson was reappointed with less than

80% of the vote by Shareholders.

The UK Code notes that where a signicant proportion

of votes have been cast against a resolution at a general

meeting, a company should explain what actions it

has taken to understand the reasons behind the vote.

For these purposes, the UK Code and the Investment

Association consider 20% or more of votes cast against

a board recommendation for a resolution as being

‘signicant’.

After consulting with dissenting Shareholders to better

understand their concerns, the Directors understand the

votes against the proposal to reappoint Mark Hodgson

mainly related to him being a director of the AIFM rather

than his length of service on the Board.

The Directors consider that Mark Hodgson provides

signicant and complementary expertise to the Board.

The Directors do not believe it is appropriate at the

present time to appoint a replacement director as the

future of the Company is uncertain with the potential

winding up, as detailed above.

Share buybacks

On 4 August 2025, the Company commenced a share

buyback programme, to repurchase Ordinary Shares

for up to a maximum aggregate consideration of £2.0

million and subject to Ordinary Shares being available to

repurchase at up to a price representing a discount of

10.0% to the most recently announced NAV per share

prevailing at the time of repurchase, alongside other

certain pre-set parameters. The repurchased shares will

be held in treasury at the Company’s discretion for later

cancellation. During the year, 165,000 Ordinary Shares

were repurchased at a cost of £338,487, including

transaction costs of £1,706.

Investment objective

The Company aims to achieve long term capital growth

from investment in a diversied portfolio of UK micro-

cap companies, typically comprising companies with a

free oat market capitalisation of less than £100 million

at the time of purchase.

Investment policy

The Company invests in a diversied portfolio of UK micro-

cap companies. It is expected that the majority of the

Company’s investible universe will comprise companies

whose securities are admitted to trading on AIM.

28River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

While it is intended that the Company will be fully

invested in normal market conditions, the Company may

hold cash on deposit or invest on a temporary basis in a

range of high quality debt securities and cash equivalent

instruments. There is no restriction on the amount of

cash or cash equivalent instruments that the Company

may hold and there may be times when it is appropriate

for the Company to have a signicant cash position

instead of being fully or near fully invested.

There has been no change to the investment policy since

the inception of the Company. Shareholder approval by

way of a members resolution at a general meeting would

be required before a material change could be made to

the Company’s investment policy.

Diversication

The number of holdings in the portfolio will usually

range between 30 and 50. The portfolio is expected to

be broadly diversied across sectors and, while there

are no specic limits placed on exposure to any sector,

the Company will invest and manage the portfolio in a

manner consistent with spreading investment risk.

Investment restrictions

No exposure to any investee company will exceed 10%

of NAV at the time of investment.

The Company may from time to time take sizeable

positions in portfolio companies. However, in such

circumstances, the Company would not normally intend

to hold more than 25% of the capital of a single investee

company at the time of investment.

Although the Company would not normally expect to

hold investments in securities that are unquoted, it may

do so from time to time but such investments will be

limited in aggregate to 10% of NAV.

The Company may invest in other investment funds,

including listed closed-ended investment funds, to gain

investment exposure to UK micro-cap companies but

such exposure will be limited, in aggregate, to 10% of

NAV at the time of investment.

The Board reviews the industry and asset diversication

of the investment portfolio to ensure that holdings are in

line with the investment restrictions and to monitor the

concentration risk of the investment portfolio. Refer to

note 9 for further details regarding investment limits and

risk diversication policies.

As at 30 September 2025, the Company held 35 (30

September 2024: 37) investment holdings of which

none exceeded 10% of NAV at the time of investment. A

portfolio listing is shown on page 25 which demonstrates

the spread of investment risk in accordance with the

investment policy.

Borrowing and gearing policy

The Company does not normally intend to employ

gearing but at certain times it may be opportune to do

so, for both investment and working capital purposes.

Accordingly, the Company may employ gearing up to a

maximum of 20% of NAV at the time of borrowing. As at

30 September 2025, the Company had no borrowings.

Derivatives

The Company may use derivatives (both long and short)

for the purposes of ecient portfolio management

only. The Company will not enter into uncovered short

positions.

Further information can be found in the Portfolio

Manager’s Report.

Investment strategy and approach

The Company’s investment strategy is to take advantage

of the illiquidity risk premium inherent in UK micro-cap

companies and exploit fully the underlying investment

opportunity in the UK micro-cap market to deliver high

and sustainable returns to Shareholders, principally

in the form of capital gains in line with the Company

investment objective and policy.

The Company pursues its investment strategy through

the appointment of Carne as AIFM, whereby the AIFM

has been given responsibility, subject to the supervision

of the Board, for the management of the Company in

accordance with the Company’s investment objective

and policy. In conjunction with the Board, the AIFM has

engaged the Portfolio Manager to manage the portfolio.

The Company depends on the diligence, skill, judgement

and business contacts of the Portfolio Manager’s

investment professionals, in particular George Ensor, in

identifying investment opportunities which are in line

with the investment objective and policy of the Company.

The Portfolio Manager attends all Board meetings at

which the investment strategy and performance of the

Company are discussed.

Strategic report (continued)

29River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Key Performance Indicators (KPIs)

The Directors meet regularly to review performance and

risk against a number of key measures. The Directors

considers the KPIs to be NAV total return and capital

returns. The KPIs are considered to be APMs, refer to the

Financial Highlights and Performance Summary on pages

4 and 5 and the Alternative Performance Measures on

pages 84 and 85 for further details.

Our approach to ESG

Our own direct environmental and social impact

is minimal. The Company relies substantially on

outsourced service providers to carry out our business

activities. On an annual basis, we monitor the actions

taken by our service providers regarding environmental

and social issues. This is monitored by the Management

Engagement Committee through an annual evaluation

questionnaire completed by each service provider or

on-site visits. This process is used to identify any areas

of concern which may expose the Company to risks,

principally the ability of each service provider to properly

execute services to the Company and its Shareholders. A

primary ESG impact area for the Company is its portfolio

holdings. The Company does not exclude any type of

business from its universe of potential investments;

however the Portfolio Manager uses an ESG lens on all

potential investments (https://www.river.global/what-we-

do/sustainability-and-stewardship/). This lens is part of

the S-PVT internal scoring used by the Portfolio Manager

when selecting investments for the portfolio. The

Board regularly receives reports and seeks clarication

from the Portfolio Manager on how the portfolio is

split between each sustainability category, focusing

specically on how investments rated poorly (S3 and

S4) under the Portfolio Manager’s classication system

are being evaluated and engaged with to improve the

Board’s assessment.

Voting and engagement

The Directors believe that it is important to monitor and

encourage improvement in the management practices

of the companies we invest in for all stakeholders whilst

not compromising our objective of achieving strong

nancial returns. The best way to create wealth for

our Shareholders is to invest in companies that are

well managed and optimise returns to Shareholders.

The Board delegates responsibility for this objective to

the Portfolio Manager and has approved the Portfolio

Manager’s approach to Voting and Engagement, details

of which can be found at https://www.river.global/what-

we-do/sustainability-and-stewardship/.

Future strategy

The Board continues to believe that the investment

strategy and policies adopted are appropriate for and

are capable of meeting the Company’s purpose and

investment objective.

The overall strategy remains unchanged and it is

the Board’s assessment that the AIFM and Portfolio

Manager’s resources are appropriate to properly

manage the Company’s investment portfolio in the

current and anticipated investment environment.

Please refer to the Portfolio Manager’s Report for

details regarding performance to date of the investment

portfolio and the main trends and factors likely to aect

those investments.

Going concern

The Directors are required to satisfy themselves that it

is reasonable to assume that the Company is a going

concern and to identify any material uncertainties to the

Company’s ability to continue as a going concern for at

least 12 months from the date of approving the nancial

statements.

The Board is satised that, at the time of approving the

nancial statements, no material uncertainties exist that

may cast signicant doubt concerning the Company’s

ability to continue for the foreseeable future, being

12 months after the date of approval of the nancial

statements. In addition, the Company’s holdings of cash

and cash equivalents, the liquidity of investments and

the income deriving from those investments, means the

Company has adequate nancial resources to meet its

liabilities as they fall due, even in the event of ongoing

market volatility.

At the 2024 Annual General Meeting, the Continuation

Vote was passed, approving the continuation of the

Company for another ve years. The Board also

considered the continuing impact of the current macro-

economic environment, including market volatility, and

the impact that ongoing geopolitical tensions may have

on the Company, which it believes have a minimal risk at

this stage on the going concern of the Company.

Therefore, the Board consider it appropriate to adopt

the going concern basis in preparing the nancial

statements.

Strategic report (continued)

[

](https://www.river.global/what-we-do/sustainability-and-stewardship/)[

](https://river.global/what-we-do/sustainable-investing/stewardship.)

30River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Viability statement

The Board carries out an annual assessment of the

Company’s current position and principal risks and

uncertainties, as detailed on pages 31 to 34, combined

with an assessment of the prospects of the Company to

state that they have a reasonable expectation that the

Company will be able to continue in operation over the

period of their assessment.

The Company has no xed life. The Directors shall

propose one or more ordinary resolutions at every fth

AGM that the Company continues as a closed-ended

investment company (the “Continuation Resolution”). The

last Continuation Resolution was proposed at the AGM

on 12 March 2024 and was passed by the Company’s

Shareholders. The next Continuation Resolution will be

proposed at the AGM in 2029.

In the event that the Company has not returned a

minimum of £10 million of capital via its Redemption

Mechanism prior to 30 June 2028, the Board will present

proposals to enable a full cash exit for all Shareholders

in place of the Continuation Resolution in 2029.

The Company is intended to be a long-term investment

vehicle, however, having considered the inherent

limitations of estimating the impact of future political

and macro-economic conditions on the Company, the

Directors have decided to assess the viability of the

Company over a period of ve years that aligns with the

next Continuation Vote.

The Company’s prospects are driven by its business

model and strategy. The Company’s aim is to achieve

long term capital growth from investment in a

diversied portfolio of UK micro-cap companies,

typically comprising companies with a free oat market

capitalisation of less than £100 million at the time of

purchase. The Board, advised by the Portfolio Manager,

believes that the impact on micro-cap companies when

the general economy returns to economic growth is

particularly high and therefore based on a ve-year

time horizon, the Board would expect rising valuation

metrics and enhanced returns. The Board acknowledges

that due to the global economic situation, the value of

the Company’s investments is depressed, but draws

attention to the fact that the Company has no gearing

and has appropriate cash levels to meet expenditure.

The Company’s investments are held on a recognised

stock exchange and the portfolio is well diversied.

The Board is mindful of the current political and

economic environment and continues to monitor its

impact on the Company. In this context, the Board’s

central case is that the prospects for economic activity

in the UK will remain such that the investment objective,

policy and strategy of the Company will be viable for the

foreseeable future through a period of at least ve years

from the balance sheet date.

The investment strategy has been stressed against

historic periods of market volatility, the risk scenarios,

to dimension the potential loss experienced by the

Company. The Board is satised that the Company can

meet its obligations and remain viable in foreseeable

scenarios. The costs to run the Company are

manageable from current resources even in a stressed

environment. There are some areas of expenditures

which could be reduced such as marketing support if

market conditions were especially dire. The Company

would look to improve liquidity within the company’s

portfolio without sacricing long-term returns in such a

scenario.

There are no material uncertainties in the long-term

viability of the company.

In making this judgement, the Board has assessed that

the main risks to the long-term viability of the investment

strategy of the Company are key global and market

uncertainties driven by factors external to the Company,

which in turn can impact on the liquidity and NAV of the

investment portfolio, and therefore risk the viability of

the Company itself. A simulation has been designed to

estimate the impact of these uncertainties on the NAV

of the Company at times of stress based on historical

performance data of the Company’s Comparative Index,

using techniques similar to the sensitivity analysis

performed in note 9 – nancial risk management.

Taking account of the Company’s current position,

principal risks and results of the simulation noted

above, the Board has a reasonable expectation that

the Company will be able to continue in operation and

meet its liabilities as they fall due over the period of

assessment.

The Strategic Report was approved by the Board of

Directors on 3 December 2025 and signed on its

behalf by:

John Blowers Ted Holmes

Chair Audit Committee Chair

Strategic report (continued)

31River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

1 2 3 4

Impact

Major

Moderate

Low

Not

signicant

Rare Low Medium High

Probability

Statement of principal risks and uncertainties

The Board has undertaken a comprehensive evaluation of the Company’s emerging and principal risks. These risks

are subject to continuous monitoring to ensure eective oversight and responsiveness to changing conditions.

With support from the AIFM, the Company maintains a detailed risk register that identies key risks, assesses their

likelihood and potential impact, and outlines the mitigating controls in place.

Risk governance is further reinforced through quarterly updates provided to the Board by the AIFM, via the AIFM’s

risk committee. This committee was established to oversee the Company’s risk management framework and ensure

its alignment with best practices. The Company’s risk exposure is actively monitored across ve core categories:

(1) market risk; (2) credit risk; (3) counterparty risk; (4) liquidity risk; and (5) operational risk. Refer to note 9 for further

details on each of these risk categories.

This structured approach enables the Board to maintain robust oversight and ensure that risk management remains

a central component of the Company’s strategic and operational decision-making.

The table shows the post mitigation principal risks and uncertainties facing the Company and explains how the

Company mitigates them. Refer to pages 51 and 52 for information on the Company’s risk management framework

and note 9 for further details on nancial risk management.

Principal risks

Shareholder activism (formerly

share price discount)

Investment (macroeconomic factors)

Geopolitical tensions

Liquidity

Cyber security and resiliency

Reliance on the Portfolio Manager

Sustainable investment

Principal risk

Movement from last year

2 3

5 4

32River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Shareholder

activism

Risk prole

increasing

Probability

moderate

Impact: major

The price of the Company’s shares may trade at a discount or premium relative to the

underlying NAV of the Ordinary Shares.

There is a risk that existing Shareholders become dissatised with a continuing discount to

NAV and seek further action.

Trading at a discount to NAV may also act as an attraction to activist Shareholders.

The Directors note that, in an environment where investment companies are trading at a

discount, there has been a growing trend towards activism.

Mitigation

The Board monitors the Company’s share price discount or premium to the published

NAV and regularly consults with the Company’s broker regarding share trading

volumes, signicant buyers and sellers, and comparative data from the Company’s

peer group. In order to further manage the discount, the Board has developed a

marketing plan to broaden interest in the Company’s Ordinary Shares.

Since its inception the Company has operated the Redemption Mechanism to

return capital to investors and on 4 August 2025 announced that in the event that

the Company has not returned a minimum of £10m of capital via its Redemption

Mechanism prior to 30 June 2028, the Board will present proposals to enable a full

cash exit for all Shareholders.

On 4 August 2025, the Company announced the introduction of a Share Buyback

programme to buy back Ordinary Shares of no par value for up to a maximum

aggregate consideration of £2.0 million and subject to Ordinary Shares being available

to purchase at up to a price representing a discount of 10.0 per cent. to the most

recently announced NAV per share prevailing at the time of repurchase, alongside

other certain pre-set parameters.

The Company engages in a high level of Shareholder engagement with both existing

and potential investors through chair, portfolio manager and broker interactions, and

targeted marketing activities

Investment

(macroeconomic

factors)

Risk prole

unchanged

Probability

medium

Impact: moderate

The Company is exposed to market factors. The unrealised performance can be

aected by the sentiment of the market, supply/demand of asset types, expectations on

unemployment, and GDP growth.

High interest rates, an inationary macroeconomic environment and the threat of global

recession may drive down growth stocks especially, which would adversely aect the

underlying value of the Company’s investment portfolio, leading to an adverse impact on

the Company’s NAV.

Mitigation

The Company is closed-ended and has no leverage. It is well set up to ride out any short-

term dislocations in pricing without being forced to liquidate investments at technically

distressed prices.

The skill and expertise of the Portfolio Manager allows the Company to be positioned

eectively in the event of macro events which impact the value of the Fund assets.

Statement of principal risks and uncertainties (continued)

33River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Geopolitical

tensions

Risk prole

unchanged

Probability

medium

Impact: moderate

Along with other investment companies, the Company faces an increased and emerging

risk from the impact of global political unrest and rising geopolitical tension from the

ongoing conicts in the Middle East and Ukraine and from US trade taris, which

potentially impacts the Company’s investment portfolio and the general sentiment towards

capital markets.

Mitigation

The Portfolio Manager will analyse stress scenarios and reposition the portfolio

accordingly.

Liquidity

Risk prole

unchanged

Probability

medium

Impact: moderate

The Company invests in a diversied portfolio of UK micro-cap companies, typically

comprising companies with a free oat market capitalisation of less than £100 million at

the time of purchase. The relatively small market capitalisation of micro-cap companies

can make the market in their shares illiquid. As a result of lower liquidity, prices of micro-

cap companies tend to stick at one level but can be at risk of sudden jumps in price when

momentum of sentiment is strong enough and certain pools of investors are forced to

liquidate. As a consequence, the Company may not necessarily be able to realise its

investments within a reasonable period.

Both the liquidity and valuation issues highlighted above may be totally out of sync with the

underlying investee company fundamentals. There can therefore be no guarantee that any

realisation of an investment will be on a basis which necessarily reects the valuation of

that investment

Mitigation

Risks within the portfolio are monitored by the AIFM, which holds monthly AIFM Risk

Committee meetings with the Portfolio Manager. Portfolio liquidity forms a key part

of these monthly discussions. The AIFM provides an update of the Risk Committee

meetings to the Board, and the risks are discussed accordingly. The Portfolio Manager

also undertakes ongoing reviews of the underlying investee companies particularly those

whose businesses are impacted by the current macro environment.

Cyber security

and resiliency

Risk prole

increasing

Probability

moderate

Impact: moderate

The incidence of cyber related events and attacks heightens the risk of inappropriate

access to data leading to loss of sensitive information which may have a material adverse

eect on the Company’s nancial condition, reputation and investor condence.

The Company is reliant upon its respective service providers’ cyber resiliency programmes.

Any deciency in a service providers’ cyber resiliency could impact the day-to-day

operations of the Company.

Mitigation

The Company’s service providers maintain cyber security and resiliency policies. These are

reviewed by the AIFM as part of its oversight responsibilities and reported to the Board,

including any breaches of information security. Service providers perform regular testing of

their cyber security and resiliency controls to ensure that they remain robust.

Statement of principal risks and uncertainties (continued)

34River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Reliance on

the Portfolio

Manager

Risk prole

unchanged

Probability

high

Impact: low

The Company is dependent on the expertise of a small team led by George Ensor to

evaluate investment opportunities and to implement the Company’s investment objective

and investment policy.

Mitigation

The Portfolio Manager has experienced investment professionals ready and available to

step in if required in the short term, should the lead manager be unavailable, and would

hire a full time experienced and proven replacement lead manager, if necessary.

The Board and the AIFM continue to monitor and review the service and performance of

the Portfolio Manager.

Sustainable

investment

Risk prole

unchanged

Probability

low

Impact: low

Investors are placing increased emphasis on ESG, including climate change, and the

Board sees any failure by the Portfolio Manager to identify future potential issues within

the underlying portfolio in this area as a key risk which may lead to the Company’s shares

becoming less attractive to investors.

A failure to adopt a sustainable approach to environmental and social matters, or a failure

of governance is likely to adversely impact the Company’s performance.

Mitigation

The Board believes that the adoption by the Portfolio Manager of a comprehensive

sustainable investment policy, in combination with the development of regular reporting to

the Board, allows the Company to mitigate this risk.

The Board has developed a strategy to engage with service providers across ESG matters

more generally.

The Company is a closed-ended investment entity and so its own direct environmental

and social impact is minimal. The Company does not exclude any types of business from

its universe of potential investments. However, the Portfolio Manager does deploy an

ESG lens on all potential investments and adopts a rigorous corporate ESG policy. The

Company, in common with most investment companies, relies substantially on outsourced

providers, including the Portfolio Manager. The Board believes therefore its focus should

be centred around governance, ensuring that appropriate ESG policies and a sustainable

investing approach is followed as well as monitoring and measuring the Company’s service

providers’ future progress towards ESG objectives. The Company also wants to ensure it

has a positive impact, for example minimising its carbon footprint. Both the Company and

its service providers are evolving their approach.

Refer to page 29 for ‘Our approach to ESG’.

Statement of principal risks and uncertainties (continued)

35River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Section 172 statement and principal decisions

Through adopting the AIC Code, the Board acknowledges its duty to comply with section 172 of the UK Companies

Act 2006 to act in a way that promotes the success of the Company for the benet of its members as a whole, having

regard to (amongst other things):

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

b) the interests of the Company’s employees;

c) need to foster business relationships with suppliers, customers and others;

d) impact on community and environment;

e) maintaining reputation; and

f) act fairly between members of the Company.

The Board recognises its role in promoting the Company’s purpose of delivering on the investment strategy and in

promoting its core values of openness, challenge and respect in its interactions with all stakeholders.

Information on how the Board has engaged with its stakeholders and promoted the success of the Company in

regard to the above, is outlined below. The Company has no employees.

Stakeholder How the Board engages

Shareholders The Company would not exist without the capital of its Shareholders and its ongoing success

is dependent on their continued support. The Board therefore ensures that multiple lines of

communication with Shareholders are actively promoted. The Annual General Meeting (“AGM”)

ensures a forum in which the views of all Shareholders are sought by the Board through the

resolutions proposed and it is also an opportunity for Shareholders to question the members of

the Board face to face.

In addition, the Board requires Singer Capital Markets Advisory LLP as the Company’s corporate

broker (the “Corporate Broker”) to maintain communication with major Shareholders and report

back to the Board at quarterly meetings on the tenor and substance of such communication.

Since the Company’s inception, the Board has encouraged both the Corporate Broker and the

Portfolio Manager to meet directly with Shareholders both for the purposes of communicating

the Company’s strategy and performance as well as to listen to the views of Shareholders. These

views are reported back to the Board at their regular meetings.

Following feedback from Shareholders during the year ended 30 September 2025, the Company

initiated a share buyback programme and announced that if the Company has not returned a

minimum of £10 million of capital via the Redemption Mechanism prior to 30 June 2028, the

Board will present proposals to enable a full cash exit for all Shareholders.

The Board has developed a multi-channel marketing strategy alongside the Broker and the

Portfolio Manager to target retail, adviser and institutional investors with a series of messages

suitable across all points on the investment cycle, at an aordable cost to the Company. The

Company believes that its marketing strategy was successful in attracting new Shareholders

during the year.

Furthermore, the Chair and other Directors are available to meet with major Shareholders where

such meetings would be welcomed. The Company provides regular information updates to

Shareholders, including the daily NAV announcement to the markets and monthly portfolio updates.

Service

providers

All key service providers report to the Board at every quarterly Board meeting, with representatives

of the service providers present to answer questions from Directors. In accordance with the

Company’s culture of openness, challenge and respect, the Chair actively encourages feedback

from the Company’s service providers as appropriate to their eld of expertise. The Board, through

its Management Engagement Committee, also seeks to ensure that the terms of engagement are

commercially equitable for each service provider. The success of the Company is encouraged by

forming stable partnerships with successful and motivated advisers.

36River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Section 172 statement and principal decisions (continued)

Stakeholder How the Board engages

The wider

community and

the environment

The Board has developed a strategy to embed a responsible and realistic approach to ESG

related issues into its engagements with stakeholders, including how it delivers value to

Shareholders. The Board continues to discuss with the Portfolio Manager how a responsible

sustainable investment approach integrates with the Company’s overall investment philosophy

and objective which is described in greater detail in the Portfolio Manager’s Report. The Board

engages with all its service provider stakeholders, on an annual basis, to assess their impact

on society and the environment. On the latest engagement with the Company’s main service

providers through questionnaires, which included ESG related questions, there was no issues

noted by the Board when reviewing responses.

Principal decisions

The table below sets out principal decisions taken by the Board during the year which have the greatest impact

on the Company’s long-term success. The Board considers the factors outlined under section 172 and the wider

interests of stakeholders as a whole in all decisions it takes on behalf of the Company.

Principal decision Stakeholder interests

Discount

management

and increase

in the Company’s

marketing

budget

The Board constantly monitors the level of the discount of the share price to NAV per Ordinary

Share, especially in relation to its peer group. However, the Board continues to believe that the

Capital Redemption Mechanism provides the most eective buyback mechanism in the longer

term. Notwithstanding this view, the Board continues to look for eective ways to improve

demand for and liquidity in the Company’s shares. To that end, the Board has ensured that

the Company had a marketing presence in a number of channels, including Trustnet, Investor

Meet Company, Investegate and Citywire, with dedicated advertising, video and podcast content

to engage existing Shareholders and attract new ones. Given the trend for investment trusts

to be attractive to UK private investors, the Board are focusing their marketing and PR eorts

at consumers in order to boost liquidity. During the year, the Board agreed to increase the

Company’s marketing budget to £75,000 per annum, with the portfolio management company

meeting 50% of this commitment.

Company

update

On 4 August 2025, the Company announced that in the event that the Company has not

returned a minimum of £10 million of capital via the Redemption Mechanism prior to 30 June

2028, the Board will present proposals to enable a full cash exit for all Shareholders.

Proposals to provide a full cash exit for Shareholders by way of voluntary winding up of the

Company or another corporate action would require the approval by Shareholders of relevant

resolutions put forward at a General Meeting of the Company.

Share buybacks During the year, the Company commenced a share buyback programme, to buy back Ordinary

Shares for up to a maximum aggregate consideration of £2.0 million and subject to Ordinary

Shares being available to repurchase at up to a price representing a discount of 10.0% to the

most recently announced NAV per share prevailing at the time of repurchase, alongside other

certain pre-set parameters.

37River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Your Board is very aware of its

responsibilities to Shareholders, but we

want you to be aware that investing is

unpredictable. We understand that investing

is also cyclical and certain sectors and

regions come in and out of fashion. We

believe that, for a number of reasons, we

have experienced a particularly sustained

downward part of the cycle, but we are

seeing the early stages of a recovery.

38River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Board members

John Blowers

Non-executive Chair of the Board

(Independent)

Chair of the Board.

Appointed 1 August 2022.

John has been instrumental in the digital

revolution in nancial services for 35 years, with a

series of key achievements. He was involved with

the UK’s rst digital fund platform at Interactive

Investor and went on to design, build and run

several digital investment oerings for AMP, UBS

and latterly for FE fundinfo.

His skills revolve around strategic proposition

development and has a successful track record

in sales & marketing roles in the investment

industry. Over the years, he has held a range of

CEO, MD and senior management roles in both

multi-national and start-up businesses and is

well-known in the UK investment and nancial

media community.

He is now managing director of nancial

information company Stockomendation Limited,

which operates three websites including

Investegate.co.uk.

Key relevant skills

• Marketing

• Retail distribution

• Product design

Ted Holmes

Non-executive Director

(Independent)

Audit Committee Chair.

Appointed 26 September 2023.

Ted is currently on the board of the City of London

Investment Trust and a director for Blue Ocean

Investment Partners.

Ted had a twenty-year career at UBS Asset

Management. During that time, he worked as

a managing director in both the Chicago oce

(previously Brinson Partners) and London oce

(previously Phillips and Drew) in a variety of positions,

from analyst to European Head of Equities.

Prior to UBS, he worked for Ernst & Young where he

earned his Certied Public Accountant license. He

has an MBA from the University of Chicago Booth

School of Business and is a qualied Chartered

Financial Analyst.

Key relevant skills

• 28 years of experience in investment management

(Chartered Financial Analyst)

• Investment oversight

• Investment trust oversight and governance

• Qualied accountant, Certied Public Accountant

(US CPA)

39River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Mark Hodgson

Non-executive Director

Appointed 2 October 2014.

Mark Hodgson is a Channel Islands fund director

based in Jersey, with considerable experience in

the funds industry. He has a broad fund expertise

covering a wide range of diering asset classes,

including real estate, infrastructure, credit and

private equity.

Mark joined Carne in April 2014 and is Head of the

Channel Islands Fund business. He has over 25 years

of nancial services experience, with an extensive

banking background. Mark spent over 20 years

with HSBC Global Bank where he gained in depth

knowledge of credit, nancial markets and complex

Real Estate structures.

Mark moved to Jersey in 2006 to head up HSBC’s

Commercial Centre having full operational

responsibility for credit and lending within the

jurisdiction, later moving to Capita Fiduciary Group in

2008 as managing director, acting as non-executive

director on a number of fund boards.

Mark acts as a non-executive director on a number

of high-prole fund boards based in Jersey, Guernsey

and Luxembourg. Mark is also a Fellow of the

Institute of Directors and a qualied Chartered

Director.

Key relevant skills

• 29 years nancial services experience, 21 years of

being the member of various boards

• Extensive fund risk management experience

across multiple asset classes

Serena Tremlett

Non-executive Director

(Independent)

Remuneration and Nomination Committee Chair

and Management Engagement Committee Chair.

Appointed 1 May 2024.

Serena is a Guernsey-based company director and

consultant with over 25 years of experience in funds,

listed companies, company secretarial and regulatory

matters.

Serena was a co-founder and managing director of

Morgan Sharpe Administration Limited, a Guernsey

fund and corporate services administrator which

was established in April 2008 and then sold to Estera

Group in 2017. Morgan Sharpe’s clients included

listed companies and some of the biggest names in

private equity and real estate.

Prior to Morgan Sharpe, Serena was managing

director of Assura Group’s Guernsey oce and

company secretary to what was a FTSE 250 listed

company at that time from 2006 to 2008. From 1996

to 2006, she developed her funds career at Mourant

(Guernsey) Limited and Guernsey International Fund

Managers Limited.

Serena also holds the Institute of Directors Diploma

in Company Direction.

Key relevant skills

• Over 25 years of nancial services experience,

primarily in Guernsey

• Since 2001, has been a director of listed,

unlisted, and general partner companies in many

jurisdictions

• Strength in corporate governance and Guernsey

regulation

Board members (continued)

The Directors present their annual report and the audited nancial statements for the

year ended 30 September 2025. The results for the year are set out in these accounts.

40River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Dividend policy

Details of the Company’s capital redemptions are shown on page 5. The Company does not expect to pay dividends

and no dividends have been declared or paid during the year (30 September 2024: none).

Share capital

The authorised share capital of the Company is represented by an unlimited number of redeemable Ordinary Shares

at no par value. Each holder of Ordinary Shares (with the exception of treasury shares) is entitled to attend and

vote at all general meetings that are held by the Company. All issued ordinary shares (with the exception of treasury

shares) are fully paid up and carry full voting rights; no voting restrictions apply.

30 September

2025

30 September

2024

Number of Ordinary Shares in issue 33,897,954 33,897,954

Number of Ordinary Shares in issue and outstanding 33,732,954 33,897,954

Number of Ordinary Shares held in treasury 165,000 -

Borrowing limits

The Directors may, if they feel it is in the best interests of the Company, borrow funds up to a maximum of 20% of

NAV at the time of borrowing. No borrowing facility is currently in place.

Directors’

report

41River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Directors’ report (continued)

Acquisition of own shares

To assist the Company in addressing any imbalance

between the supply of and demand for Ordinary Shares

and thereby assist in controlling the discount to NAV

at which the Ordinary Shares may be trading, on 12

March 2025, the Company renewed general authority

to purchase in the market up to 14.99% of the Ordinary

Shares in issue as at 12 March 2025. This authority

expires on the date of the 2026 AGM.

During the year, the Company repurchased 165,000

Ordinary Shares in the market at a total cost of

£338,487, including transaction costs of £1,706.

No shares were repurchased in the prior year.

The Directors will seek a renewal of this authority from

Shareholders at the Company’s AGM on 11 March 2026.

Directors’ shareholdings

As at 30 September 2025, the Directors held the

following Ordinary Shares in the Company:

Director

Ordinary

Shares held

John Blowers 14,559

Mark Hodgson 7,721

Ted Holmes 22,970

Serena Tremlett 3,432

Between 1 October 2025 and 3 December 2025, there

were no shares purchased or sold by Directors.

Shareholders’ interests

In accordance with Chapter 5 of the Disclosure

Guidance and Transparency Rules (which covers

acquisition and disposal of major shareholdings and

voting rights), the following Shareholders had an interest

in the Company’s issued share capital of more than 5%

as at 30 September 2025.

Percentage of

total voting

rights (%)

West Yorkshire PF 9.86

River Global Investors LLP 9.11

Hargreaves Lansdown Asset Management

7.88

JP Morgan Securities plc 6.89

CG Asset Management 5.86

Rathbones 5.75

Between 1 October 2025 and 3 December 2025, the

Company did not receive any additional notications.

Matters reserved for the Board

The Directors have adopted a set of reserved powers,

which establish the key purpose of the Board and detail

its major duties. These duties cover the following areas

of responsibility:

• statutory obligations and public disclosure;

• approval of the investment policy;

• strategic matters and nancial reporting;

• Board composition and accountability to

Shareholders;

• risk assessment and management, including

reporting, compliance, monitoring, governance and

control;

• preparation of the nancial statements; and

• other matters having material eects on the

Company.

These reserved powers of the Board have been adopted

by the Directors to demonstrate clearly the importance

with which the Board takes its duciary responsibilities

and as an ongoing means of measuring and monitoring

the eectiveness of its actions.

1 These are investment platforms and do not control the voting rights.

42River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Directors’ report (continued)

The Portfolio Manager has the delegated power to

make investment decisions on behalf of the Company

within the framework of the investment objective

and investment policy. The Board exerts oversight of

the decisions of the Portfolio Manager both through

the AIFM and by direct reporting at quarterly Board

meetings. The Portfolio Manager provides written

reports to the Board and a representative of the

Portfolio Manager is present at every quarterly

Board meeting to present the report and answer

questions from the Board. In addition, the AIFM provides

regular risk reporting on the Company’s investment

portfolio and the Portfolio Manager at each quarterly

Board meeting.

Voting policy on portfolio investments

The Portfolio Manager, in the absence of explicit

instructions from the Board, is empowered to exercise

discretion in the use of the Company’s voting rights in

relation to investee company meetings. Voting on the

Company’s behalf is undertaken where practicable in

accordance with corporate governance policies, which

seek to maximise Shareholder value by constructive

use of votes at investee company meetings and by

endeavouring to use the Company’s inuence as

an investor with a principled approach to corporate

governance.

Disclosures required under UK Listing Rules

(“UKLR”) 6.6

The UKLR 6.6 requires that the Company includes

certain information relating to arrangements made

between a controlling Shareholder and the Company,

waivers of Directors’ fees, and long-term incentive

schemes in force. The Directors conrm that there are

no disclosures to be made in this regard.

Events after the Reporting Date

From 1 October 2025 to 3 December 2025, the

Company repurchased 165,000 Ordinary Shares in the

market at a total cost of £341,724 (including transaction

costs of £1,718).

On 3 October 2025, the Company purchased

shares in the Beauty Tech group plc for approximately

£2.5 million.

Disclosure of Information to the Auditor

Each of the Directors who were members of the

Board at the time of approving this Directors’ Report

conrms that:

• to the best of their knowledge and belief, there is no

relevant audit information of which the Company’s

auditor was unaware; and

• they have taken all steps as Directors might

reasonably be expected to have taken to be aware of

relevant audit information and to establish that the

Company’s auditor was aware of that information.

Fair, balanced and understandable

In assessing the overall fairness, balance and

understandability of the Annual Report the Board

has performed a comprehensive review to ensure

consistency and overall balance.

UK market abuse regulation

The Directors note the requirements of the UK market

abuse regulation and conrm they have complied

with the provisions of the regulation that apply to the

Company.

43River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Corporate governance statement

Introduction

The Company is listed on the London Stock

Exchange and is therefore required to report

on how the principles of the UK Corporate

Governance Code (the “UK Code”) have been

applied. Being an investment company, a

number of the provisions of the UK Code are

not applicable as the Company has no executive

Directors or internal operations.

The UK Code has been updated and will apply

to nancial years beginning on or after 1 January

2025. The Company is reviewing the changes and

will ensure compliance in future periods.

The Board considers that reporting against the

principles and provisions of the AIC Code, which

has been endorsed by the Financial Reporting

Council and the GFSC, provides more relevant

information to stakeholders. The AIC Code is

available on the AIC website www.theaic.co.uk.

It includes an explanation of how the AIC Code

adapts the principles and provisions set out in the

UK Code to make them relevant to investment

companies.

The Company has complied with all the principles

and provisions of the AIC Code during the year

ended 30 September 2025, with the exception

to appoint a senior independent director. It was

decided not to appoint a senior independent

director given the small size of the Board and

because all Directors have dierent qualities and

areas of expertise on which they lead.

Set out below is where stakeholders can nd

further information within the Annual Report

about how the Company has complied with the

various principles and provisions of the AIC Code.

1. Board leadership and purpose

Purpose 2

Strategy 2

Values and culture 45

Shareholder and Stakeholder engagement 35 - 36

2. Division of responsibilities

Director independence 45

Board meetings 47

Relationship with the Portfolio Manager 47 - 48

Management Engagement Committee 46

3. Composition, succession and evaluation

Remuneration and Nomination Committee 46

Directors’ re-election 45

Board and Committee evaluation 46

4. Audit, risk and internal control

Audit Committee 51 - 53

Emerging and principal risks 31 - 34

Risk management and internal control systems 51 - 52

Going concern statement 29

Viability statement 30

5. Directors’ remuneration report

Directors’ remuneration report 54 - 55

[

](https://www.theaic.co.uk)[

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44River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Directors’ statement of responsibilities

The Directors are responsible for preparing the Annual

Report and Financial Statements in accordance with the

applicable laws and regulations.

The Companies (Guernsey) Law, 2008 (the “Company

Law”) requires the Directors to prepare nancial

statements for each nancial year. The Directors

are required to prepare the nancial statements in

accordance with IFRS Accounting Standards as issued

by the International Accounting Standards Board (“IASB”)

and applicable law.

Under the Company Law, the Directors must not

approve the nancial statements unless they are

satised that they give a true and fair view of the state of

aairs of the Company and its prot or loss for that year.

In preparing those nancial statements, the Directors

are required to:

• select suitable accounting policies and apply them

consistently;

• make judgements and estimates that are reasonable

and prudent;

• state whether applicable accounting standards have

been followed, subject to any material departures

disclosed and explained in the nancial statements;

• assess the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to

going concern; and

• use the going concern basis of accounting unless they

either intend to liquidate the Company or to cease

operations or have no realistic alternative but to do

so.

The Directors are responsible for keeping proper

accounting records, which disclose with reasonable

accuracy at any time the nancial position of the

Company and to enable them to ensure that the

nancial statements comply with Companies Law. The

Directors 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.

So far as the Directors are aware, there is no relevant

audit information of which the Auditor is unaware,

having taken all the steps they ought to have taken

to make themselves aware of any relevant audit

information and to establish that the Auditor is aware of

that information.

Each of the Directors who served during the year, who

are listed on pages 38 and 39, conrms to the best of

their knowledge and belief that:

• the nancial statements, which have been prepared in

accordance with IFRS Accounting Standards as issued

by the IASB, give a true and fair view of the assets,

liabilities, nancial position and prot of the Company

as required by DTR 4.1.22R; and

• the Annual Report (comprising the reports from pages

6 to 55) includes a fair review of the development and

performance of the business during the year, and

the position of the Company at the end of the year,

together with a description of the principal risks and

uncertainties that the Company faces, as required by

DTR 4.1.8R and DTR 4.1.9R.

The Annual Report and nancial statements, taken as

a whole, are fair, balanced and understandable and

provide the information necessary for Shareholders to

assess the Company’s performance, position, business

model and strategy.

The Directors’ Report was approved by the Board

of Directors on 3 December 2025 and signed on its

behalf by:

John Blowers Ted Holmes

Chair Audit Committee Chair

3 December 2025 3 December 2025

45River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Board and committees

Values and culture

The Directors recognise the purpose of the Company

to deliver high and sustainable returns to Shareholders.

Delivery of the investment objective has been achieved

throughout its history through both investment

capability and long held values of diversication,

innovation, adaptation and integrity.

These values are underpinned by the culture the

Board demonstrates in the way in which the Directors

interact with each other and with the Company’s

service providers. Openness, challenge and respect are

encouraged as key to developing and implementing the

strategies that will deliver the Company’s objective.

The Board

As at 30 September 2025, the Board consisted of the

following non-executive Directors:

• John Blowers, (Independent) – Chair of the Board.

Appointed 1 August 2022.

• Mark Hodgson. Appointed 2 October 2014.

• Ted Holmes, (Independent) - Audit Committee Chair.

Appointed 26 September 2023.

• Serena Tremlett, (Independent) - Remuneration and

Nomination Committee Chair and Management

Engagement Committee Chair. Appointed 1 May

2024.

The Board is chaired by John Blowers, who is

independent of the AIFM and the Portfolio Manager and

has been since the time of his appointment. The Chair

is responsible for the leadership of the Board and for

ensuring its eectiveness in fullling its role.

All Directors are deemed independent, except for Mark

Hodgson, who whilst independent of the Portfolio

Manager, is the managing director of the AIFM and is

therefore not regarded as independent. The opinion

of the other Directors is that Mark Hodgson provides

signicant and complementary expertise to the Board,

particularly in the area of risk management, in which the

AIFM has a signicant presence.

The Board reviews the independence of all Directors

annually.

Directors have agreed letters of appointment with

the Company. No Director has a service contract with

the Company and Directors’ appointments may be

terminated at any time by one month’s written notice

with no compensation payable at termination upon

leaving oce for whatever reason.

Directors’ re-election

As required by the AIC Code, all Directors stand for

re-election by Shareholders annually, the next occasion

being at the AGM to be held on 11 March 2026.

Refer to the Board Members section of this Annual

Report for biographies of each Director which

demonstrates their professional knowledge and breadth

of investment, accounting, banking and professional

experience. The Board considers that there is a balance

of skills and experience within the Board and each of the

Directors contributes eectively.

Board diversity

The Directors recognise the benets and eectiveness

that diversity, including gender, age, professional

experience and cultural background, brings to the Board

and its committees and have a strong commitment to

ensuring a correct balance of knowledge, experience

and independence. Board appointments are based

on merit as well as being an appropriate t for the

Company. The Company does not have a standalone

diversity policy due to the small size of the Board.

As at 30 September 2025, the Board comprised of

one female Director and three male Directors. As

the Company has no employees there is no further

requirement to report in respect of diversity quotas.

Director

Number

of Board

Members

Percentage

of the

Board

Number

of senior

positions

on the

Board

Men 3 75% 2

Women 1 25% 0

White British or

other White (incl.

minority-white groups)

4 100% 2

It is noted that at present 25% of the individuals

on the Board are women, which is below the target

1 The Company does not have executive management, nor a senior independent director and considers the Chair of the Board or the

Audit Committee Chair to be senior roles.

46River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Board and committees (continued)

of 40% prescribed by Listing Rule 9.8.6R (9)(a). At

present, none of the Board members are from minority

ethnic backgrounds, which is below the target of one,

prescribed by Listing Rule 9.8.6R (9)(a).

The Board are mindful of these requirements and

alongside knowledge and expertise, they will be

considered when the Board next recruits.

Tenure and Succession

The Board has adopted a policy on the tenure of its

independent Directors that aligns with the AIC Code

of Corporate Governance and none of the three

independent Directors, including the Chair of the Board,

will serve for more than nine years. The Board has thus

adopted a staged succession plan that maintains a

balance between the strength added through continuity

and experience as well as the benets of new members

bringing fresh perspectives. Any vacancies arising will

be lled by the most qualied candidates who have

complementary skills or who possess the skills and

experience which ll any gaps in the Board’s knowledge

or experience.

The Board considers that boards of investment

companies are more likely to benet from a long

association with a company in that they will experience a

number of investment cycles.

Committees

The Board has established three committees, the Audit

Committee, the Management Engagement Committee

and the Remuneration and Nomination Committee.

All the independent Directors, namely, John Blowers, Ted

Holmes and Serena Tremlett have been appointed to all

Committees.

Each committee operates within clearly dened terms

of reference and duties. The terms of reference for each

Committee have been approved by the Board and are

available in full on the Company’s website,

https://river.global/our-funds/fund-centre.

Audit Committee

The report on the role and activities of the Audit

Committee and its relationship with the external

auditors is set out in the Report of the Audit Committee.

Management Engagement Committee

The Management Engagement Committee membership

comprises all the independent Directors and is chaired

by Serena Tremlett.

The Management Engagement Committee carries out its

review of the Company’s advisers through consideration

of a number of objective and subjective criteria and

through a review of the terms and conditions of the

advisers’ appointments with the aim of evaluating

performance, identifying any weaknesses and ensuring

value for money for the Company’s Shareholders.

On 25 September 2025, the Management Engagement

Committee formally reviewed the performance of the

Portfolio Manager and other key service providers to the

Company. During this review, no material weaknesses

were identied. Overall, the Management Engagement

Committee conrmed its satisfaction with the services

and advice received. The next review is expected be held

in September 2026.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee

membership comprises all the independent Directors

and is chaired by Serena Tremlett.

Board and Committee evaluation

The Remuneration and Nomination Committee

performs an annual internal evaluation of the Board, its

Committees and each Director.

The annual internal evaluation was carried out by

the Remuneration and Nomination Committee on 25

September 2025 and covered the performance of

the Chair and other Directors, their knowledge and

understanding of the Company, its investments and

markets and conrmed that the Board and its individual

members had a good range of skills and competency.

The Directors were determined to have had eective

and comprehensive Board meetings and to have had

sucient time to devote to matters relating to the

Company and its operations.

[

](https://river.global/our-funds/fund-centre)

47River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Board meetings

The Board meets regularly throughout the year

and a representative of the AIFM and the Portfolio

Manager attends when the Board meets to review the

performance of the Company’s investments.

The Portfolio Manager and AIFM, together with the

Company Secretary, ensure that all Directors receive, in

a timely manner, all relevant management, regulatory

and nancial information relating to the Company and

its portfolio of investments. The Chair encourages open

debate to foster a supportive and co-operative approach

for all participants.

The Board applies its primary focus on the following:

• investment performance, ensuring that investment

objectives and strategy of the Company are met;

• ensuring investment holdings are in line with the

Company’s investment restrictions;

• review and monitoring nancial risk management,

operating cash ows and budgets of the Company;

and

• review and monitoring of the key risks to which

the Company is exposed as set out in the Strategic

Report.

At each relevant meeting the Board undertakes reviews

of key investment and nancial data, transactions

and performance comparisons, share price and

NAV performance, marketing and Shareholder

communication strategies, peer group information and

industry issues.

The Board considers the Company’s investment

objectives, their continuing relevance and whether the

investment policy continues to meet those Company’s

investment objectives. The Board believes that the

overall strategy of the Company remains appropriate.

Board and committees (continued)

Attendance at scheduled meetings of the Board and its committees

Board

Audit

Committee

Management

Engagement

Committee

Remuneration

and Nomination

Committee

Number of meetings during the

year ended 30 September 2025

5 5 2 2

John Blowers 5/5 5/5 2/2 2/2

Mark Hodgson 5/5 n/a n/a n/a

Ted Holmes 5/5 5/5 2/2 2/2

Serena Tremlett 5/5 5/5 2/2 2/2

There were four ad-hoc board meetings held during the year.

Service providers

The AIFM has delegated portfolio management of

the Company’s investment portfolio to the Portfolio

Manager. The Board actively and continuously

supervises both the AIFM and the Portfolio Manager in

the performance of their respective functions.

The Company has appointed BNP Paribas S.A., Guernsey

Branch (the “Administrator” and/or the “Company

Secretary”) to provide administration, custodian and

company secretarial services.

Each of these contracts was entered into after full and

proper consideration by the Board of the quality and

cost of services oered, including the control systems

in operation in so far as they relate to the aairs of

the Company. Fees in relation to service providers are

considered on a regular basis.

The Board receives and considers reports regularly

from both the Portfolio Manager and the AIFM, with

ad hoc reports and information supplied to the Board

as required. The Portfolio Manager complies with the

Company investment limits and risk diversication

policies and has systems in place to monitor cash

ow and the liquidity risk of the Company. The AIFM,

Portfolio Manager and the Administrator also ensure

that all Directors receive, in a timely manner, all relevant

management, regulatory and nancial information.

Representatives of the AIFM, Portfolio Manager and

48River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Board and committees (continued)

Administrator attend each Board meeting as required,

enabling the Directors to probe further on matters of

concern.

The Directors have access to the advice and service of

the corporate Company Secretary through its appointed

representative who is responsible to the Board for

ensuring that Board procedures and applicable rules

and regulations are followed. The Board, the AIFM,

Portfolio Manager and the Administrator operate in a

supportive, co-operative and open environment and

the Board will actively and continuously supervise both

the AIFM, Portfolio Manager and Administrator in the

performance of their respective functions.

Performance of the Portfolio Manager

The Board reviews on an ongoing basis the performance

of the Portfolio Manager and considers whether the

investment strategy adopted is likely to achieve the

Company’s investment objective.

Having formally appraised the performance, investment

strategy and resources of the Portfolio Manager, the

Board has unanimously agreed that the interests of

the Shareholders are best served by the continuing

appointment of the Portfolio Manager on the terms

agreed.

The Board believes that the portfolio management

fees are competitive with other investment companies

with similar investment mandates. The key terms of the

Investment Management agreement and the portfolio

management fee charged by the Portfolio Manager are

set out in note 4.

Shareholder communications

The main method of communication with Shareholders

is through the Half-Yearly and Annual Reports which

aim to give Shareholders a clear and transparent

understanding of the Company’s objectives, strategy

and results. This information is supplemented by the

publication of the daily NAVs of the Company’s Ordinary

Shares on the London Stock Exchange via a Regulatory

Information Service.

The Company’s website, https://river.global/our-

funds/fund-centre is regularly updated with monthly

factsheets and provides further information about the

Company, including the Company’s nancial reports and

announcements. The maintenance and integrity of the

Company’s website is the responsibility of the Directors,

which has been delegated to the Portfolio Manager;

the work carried out by the auditors does not involve

consideration of these matters and, accordingly, the

auditors accept no responsibility for any changes that

may have occurred to the nancial statements since they

were initially presented on the website. Legislation in

Guernsey governing the preparation and dissemination

of nancial statements may dier from legislation in

other jurisdictions.

Information published on the internet is accessible

in many countries with dierent legal requirements

relating to the preparation and dissemination of nancial

statements and users of the Company’s website are

responsible for informing themselves of how the

requirements in their own countries may dier from

those of Guernsey.

The Board believes that the AGM provides an

appropriate forum for investors to communicate with

the Board and encourages participation. The AGM will

be attended by members of the Board. There is an

opportunity for individual Shareholders to question the

Directors at the AGM. The Directors welcome the views

of all Shareholders and place considerable importance

upon them.

In addition to the AGM and the monthly publication of

factsheets, the Board requires its Corporate Broker to

maintain regular contact with Shareholders, to co-

ordinate and facilitate meetings between Shareholders

and the Portfolio Manager and to report back to

the Board the views of investors expressed at those

meetings. The Chair is always willing to meet with

Shareholders to discuss any questions or issues they

might have about the Company.

The Board have additionally committed to uprating

the information on the Company by contracting with

Trustnet, one of the UK’s premier fund data companies,

serving the private investor and professional adviser

markets. The live share price and discount information

is provided, plus ratings, historic performance data and

fund manager proles.

This information can be found here: https://www.

trustnet.com/factsheets/T/KZFC/river-and-mercantile-uk-

micro-cap-red-ord-npv.

Other communications

All substantive communications regarding any major

corporate issues are discussed by the Board taking

into account representations from the AIFM, Portfolio

Manager, the independent auditor, Grant Thornton

Limited (the “Auditor”), legal advisers, Corporate Brokers

and the Company Secretary.

[

](https://river.global/our-funds/fund-centre)[

](https://www.trustnet.com/factsheets/T/KZFC/river-and-mercantile-uk-micro-cap-red-ord-npv)[

](https://www.trustnet.com/factsheets/T/KZFC/river-and-mercantile-uk-micro-cap-red-ord-npv)

49River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

AIFMD report

Alternative Investment Fund Manager Directive

(“AIFMD”)

The Company (which is a non-EU AIF for the purposes of

the AIFM Directive and related regimes in EEA member

states) has appointed the AIFM. The AIFM is authorised

by the Jersey Financial Services Commission to act as an

AIFM on behalf of alternative investment funds (“AIFs”) in

accordance with the Financial Services (Jersey) Law 1998.

The Company is registered with the GFSC, being the

Company’s competent regulatory authority, as a non-EU

Alternative Investment Fund (“AIF”), and the AIFM has

registered with the UK FCA, under their relevant national

private placement regime.

The AIFM has delegated portfolio management of the

Company’s investment portfolio to the Portfolio Manager

and the Board actively and continuously supervises both

the AIFM and the Portfolio Manager in the performance

of their respective functions.

As the Company and the AIFM are non-EU domiciled,

no depositary has been appointed in line with AIFMD.

However, BNP Paribas S.A., Guernsey Branch has been

appointed to act as custodian.

The current risk prole of the Company and the

risk management systems employed by the AIFM to

manage those risks

Information relating to the current risk prole of the

Company and the risk management systems employed

by the AIFM to manage those risks, as required under

paragraph 4(c) of Article 23 of the AIFMD, is set out in

note 9 – Financial Risk Management. Refer to pages 31

and 34 for the Board’s assessment of the principal risks

and uncertainties facing the Company.

Liquidity

Liquidity risk is monitored by the AIFM on an ongoing

basis. The AIFM risk committee monitors the liquidity

risk of the Company to ensure that the liquidity prole of

the Company’s investments complies with its underlying

obligations.

At the date of this Annual Report there are no assets

held by the Company which are subject to special

arrangements arising from their illiquid nature. There

has been no change to the liquidity management system

and procedures during the period since incorporation.

Refer to the note 9.3 for an analysis of the Company’s

liabilities and their maturity dates at 30 September 2025.

Leverage

The Company may employ gearing up to a maximum of

20% of NAV at the time of borrowing. The actual level of

gearing at 30 September 2025 was nil% (30 September

2024: nil%).

Material changes to information

Article 23 of AIFMD requires certain information to

be made available to investors before they invest and

requires material changes to this information to be

disclosed in the annual report. There have been

no material changes to the information requiring

disclosure.

AIFM remuneration

The total fee paid to the AIFM by the Company for the

year ended 30 September 2025 is disclosed in note 5.

The AIFM is not subject to the provisions of Article

13 of the AIFMD, which require the AIFM to adopt

remuneration policies and practices in line with the

principles detailed in Annex II of the Directive. However,

in accordance with Article 22 of the AIFM Directive and

Article 107 of the AIFM Regulations, the AIFM must make

certain disclosures in respect of the remuneration paid

to its sta.

The AIFM has identied six sta as falling within the

scope of the disclosure requirements (the “Identied

Sta”). These Identied Sta are senior management,

named as Designated Persons of the AIFM’s managerial

functions and members of the Board of Directors, risk

and investment committees of the AIFM. All Identied

Sta of the AIFM are employees of the Carne Group

and as such receive no separate remuneration for their

role within the AIFM. Instead, they are remunerated

as employees of other Carne group companies, with

a combination of xed and variable discretionary

remuneration, where the latter is assessed based on

their overall individual contribution in their role, with

reference to both nancial and non-nancial criteria

and not directly linked to the performance of the sta

of specic business units or targets reached. The total

remuneration of the Identied Sta, in respect of AIFs

under management, for the year ended 31 March 2025

was £189,222 (31 March 2024: £198,033). Based on the

NAV of the Company relative to the total assets under

management of the AIFM, the portion of this gure

attributable to the Company was £7,091. There was no

variable component to this remuneration that is based

50River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

on the performance of the Company and none of the

AIFM’s Identied Sta can materially impact the risk

prole of the Company. The AIFM manages other funds

and has no sta other than the Identied Sta.

Pre-investment disclosures

All pre-investment disclosures required under Article 23

of AIFMD are available in the Company’s prospectus and

on the Company’s website at https://www.river.global/

investment-trusts/river-uk-micro-cap-limited.

AIFMD report (continued)

[

](https://www.river.global/investment-trusts/river-uk-micro-cap-limited)[

](https://www.river.global/investment-trusts/river-uk-micro-cap-limited)

51River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Report of the Audit Committee

The Audit Committee membership comprises all the

independent Directors. Mark Hodgson attends at the

invitation of the Audit Committee but does not actively

participate in the meetings. The Chair of the Board’s

membership of the Audit Committee is considered

appropriate given the size of the Board.

Ted Holmes is the Audit Committee Chair, he is

independent of the AIFM and Portfolio Manager as are

all the other Directors that comprise the committee.

All the Audit Committee’s members have recent and

relevant nancial and industry experience and the Audit

Committee Chair is a qualied accountant and chartered

nancial analyst. The Audit Committee has competence

relevant to the sector in which the Company operates.

Biographical information pertaining to the members

of the Audit Committee can be found in the Board

Members section of this Annual Report.

The Audit Committee met on ve occasions in the year

under review and the members’ attendance record can

be found on page 47 of this Annual Report.

The Audit Committee terms of reference are available on

the Company’s website.

Role of the Committee

The Audit Committee assists the Board in carrying

out its responsibilities in relation to nancial reporting

requirements, risk management and the assessment of

internal nancial and operating controls. It also manages

the Company’s relationship with the external Auditor.

The Audit Committee’s main functions are:

• to review and monitor the integrity, fairness, and

balance of the nancial statements of the Company

including its Half-Yearly Report and Annual Report

to Shareholders and any formal announcements

regarding its nancial performance, together with

any signicant nancial reporting issues and areas of

judgement contained within them;

• to advise the Board on whether the Annual

Report, taken as a whole, is fair, balanced, and

understandable and provides the information

necessary for Shareholders to assess the Company’s

performance, position, business model and strategy;

• to review the adequacy and eectiveness of the

Company’s nancial reporting and internal control

policies and procedures with respect to the

Company’s record keeping, asset management and

operations for the identication, assessment and

reporting of risks;

• to consider and make recommendations to the

Board, to be put to Shareholders for approval at the

AGM, in relation to the appointment, re-appointment

and removal and the provisions of non-audit services

of the external Auditor and to negotiate their

remuneration and terms of engagement on audit and

non-audit work;

• to meet regularly with the external Auditor to review

their proposed audit program and remit of work

and the subsequent Audit Report and to assess the

eectiveness of the audit process; any issues arising

from the audit with respect to accounting or internal

controls systems and the level of fees paid in respect

of audit and non-audit work; and

• to annually assess the external Auditor’s

independence, objectivity, eectiveness, resources,

and expertise.

Internal controls and risk management systems

The Board is responsible for ensuring that suitable

systems of risk management and internal control are

implemented, including systems that include nancial

controls to address nancial risks, by the third-party

service providers and keeping these systems under

review to ensure their continuing adequacy.

The Directors have reviewed the BNP Paribas ISAE

3402 report (on the description of controls placed in

operation, their design and operating eectiveness for

the period from 1 April 2024 to 31 March 2025 on Fund

Administration and the corresponding Bridging Letter up

to 30 September 2025 and are pleased to note that no

signicant issues were identied.

In accordance with the FRC’s Internal Control: Guidance

on Risk Management, Internal Control and Related

Financial and Business Reporting, and the FRC’s

Guidance on Audit Committees, the Board conrms that

there is an on-going process for identifying, evaluating

and managing the signicant internal control risks faced

by the Company.

As the Company does not have any employees it does

not have a ‘whistleblowing’ policy in place, however the

Board has reviewed the whistleblowing procedures

of the Portfolio Manager with no issues noted. The

Company delegates its main administrative functions to

third-party providers who report on their policies and

procedures to the Board.

52River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

The Board believes that as the Company delegates its

day-to-day administrative operations to third parties

(which are monitored by the Board), it does not require

an internal audit function

Signicant risks in relation to the nancial

statements

The Audit Committee views the valuation of the

Company’s investments as a signicant risk.

There is a risk that the AIM listed investments are

not valued appropriately in accordance with the

requirements set out in IFRS 13 due to the nature of the

AIM market and the listed stocks not being highly liquid,

or heavily traded.

The Audit Committee reviews the regular reports from

the Portfolio Manager and Administrator regarding the

valuation of the investments and the Board reviews

the NAV of the Company, together with the value and

trading volumes of investments on a regular basis.

The Committee also considered the implications of

the current geopolitical tensions and the economic

environment, on both the valuation and liquidity of the

investment portfolio and concluded that it remained

appropriate to estimate the fair value of the Company’s

nancial assets based on quoted prices (refer to note

2.3(c) for further details).

In addition to the above, the AIFM holds monthly

risk committee meetings, where the Company’s risk

measurement framework is discussed, including market

risk, credit risk, counterparty risk, operational risk and

liquidity risk, in reference to the investment portfolio and

the Company performance thereof. The AIFM provides

regular updates and risk meeting minutes to the Board

and is also asked to attend Audit Committee meetings by

the Audit Committee Chair to assist the Audit Committee

in evaluating the appropriateness and robustness of

the valuation methodology applied to the investment

portfolio.

External audit process

The Audit Committee has direct access to the Company’s

external auditor and provides a forum through which the

external auditor reports to the Board. Representatives of

the Auditor attend meetings of the Audit Committee at

least twice each year.

The Audit Committee met with the Auditor prior to

the commencement of the audit and agreed an audit

plan that would adopt a risk based approach. The

Audit Committee and the Auditor agreed that audit

procedures would be performed over the title to and

the existence of the Company’s investments and the

procedures in place at the Administrator and the

Portfolio Manager in respect of the valuation of the

Company’s investment portfolio would be understood

and evaluated.

Upon completion of the audit, the Audit Committee

discussed with the Auditor the eectiveness of the audit

and considered the Auditor’s independence from the

Company since their appointment and throughout the

audit process.

The signicant risks regarding both fraud risk

(management override of controls) and valuation of

the investment portfolio, were tracked through the

period and the Audit Committee challenged the work

performed by the Auditor to test management override

of controls and in addition the audit work undertaken in

respect of valuations of investments held.

The Audit Committee was satised that during the audit

of the Annual Report for the year ended 30 September

2025, there had been appropriate focus and challenge

on the signicant and other key areas of audit risk and

the Audit Committee assessed the quality of the audit

process to be good.

During the year ended 30 September 2025, in addition

to the audit services in respect to the audit of the

Company’s Annual Report, the Auditor provided non-

audit services in respect of the review of the Company’s

Half-Year Report for the six months ended 31 March

2025. No other non-audit services were provided during

the year ended 30 September 2025.

To safeguard the objectivity and independence of

the external Auditor from becoming compromised,

the Audit Committee has a formal policy governing

the engagement of the Auditor to provide non-audit

services. The Auditor and the Directors have agreed that

all non-audit services require the pre-approval of the

Audit Committee prior to commencing any work. Fees

for non-audit services will be tabled annually so that

the Audit Committee can consider the impact on the

Auditor’s objectivity.

Report of the Audit Committee (continued)

53River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Report of the Audit Committee (continued)

The Audit Committee has discussed the report provided

by the Auditor and the Audit Committee is satised as to

the independence of the Auditor.

The Committee has reviewed the Auditor’s

independence policies and procedures and considers

that they are t for purpose.

During the year ended 30 September 2025, the

Auditor was engaged to conduct a review of the

Company’s Half Yearly Financial Report for the six

months ended 31 March 2025 and was remunerated

as follows:

Year ended

30 September

2025

Year ended

30 September

2024

Annual audit 60,800 53,000

Interim review (non-audit

related service)

18,700 17,000

Total audit and non-audit

related services fees

79,500 70,000

Appointment and independence

The Audit Committee undertook a detailed audit tender

process in 2023 and the Auditor was appointed at the

AGM held on 12 March 2024.

The Audit Committee considers the reappointment

of the Auditor, including the rotation of the audit

engagement leader, and assesses their independence

on an annual basis. The external Auditor is required

to rotate the engagement leader responsible for the

Company’s audit every seven years. Michael Carpenter

is the engagement leader and this is his second year

overseeing the audit of the Company.

The Committee reviews the objectivity and eectiveness

of the audit process on an annual basis and considers

whether the Company should put the audit engagement

out to tender.

Ted Holmes

Audit Committee Chair

3 December 2025

54River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Directors’ remuneration report

This report describes how the Board has applied the principles of the AIC Code relating to Directors’

remuneration. An ordinary resolution to approve the Directors’ remuneration report will be proposed at the

AGM on 11 March 2026.

Table of Directors’ remuneration

The fees paid to each director are detailed in the table below:

Director Role(s)

Year ended

30 September

2025

Year ended

30 September

2024

John Blowers Chair 49,000 37,984

Ted Holmes Audit Committee Chair 41,000 31,535

Mark Hodgson Director 36,000 30,794

Serena Tremlett

Remuneration and Nomination Committee Chair and

Management Engagement Committee Chair

36,000 13,754

Andrew Chapman

Chair (up to 11 March 2024) n/a 20,324

Charlotte Denton

Audit Committee Chair (up to 1 May 2024) n/a 20,288

Total 162,000 154,679

No other remuneration or compensation was paid or is payable by the Company during the year to any of the

Directors and there has been no change to the Company’s remuneration policy as detailed below during the course

of the year.

No Director is entitled to receive any remuneration which is performance related.

Remuneration policy

The determination of the Directors’ fees is a matter for the Remuneration and Nomination Committee. The

Remuneration and Nomination Committee considers the remuneration policy annually to ensure that it remains

appropriately positioned. Members of this Committee will review the fees paid to the boards of directors of similar

companies.

The Company’s policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears. No

Director has any entitlement to a pension, and the Company has not awarded any share options or long-term

performance incentives to any of the Directors.

Directors are authorised to claim reasonable expenses from the Company in relation to the performance of their

duties.

The Company’s policy is that the fees payable to the Directors should reect the time spent by the Board on the

Company’s aairs and the responsibilities borne by the Directors and should be sucient to enable high calibre

candidates to be recruited. The policy is for the Chair and Audit Committee Chair to be paid a higher fee than the

other Directors in recognition of their more onerous roles and more time spent. The Remuneration and Nomination

Committee may recommend the amendments to the level of remuneration paid within the limits of the Company’s

Articles of Incorporation.

The Company’s Articles of Incorporation limits the aggregate fees payable to the Board of Directors to a total of

£165,000 per annum. The Company did not breach this limit for the year ended 30 September 2025.

1 Serena Tremlett was appointed to the Board on 1 May 2024.

2 Andrew Chapman retired from the Board on 11 March 2024.

3 Charlotte Denton resigned from the Board on 1 May 2024.

55River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Advisers to the Remuneration and Nomination Committee

The Board has not sought the advice or services by any outside person, in respect of its consideration of the

Directors’ remuneration, although the Board reviews Directors’ compensation in line with market trends. Ensuring

Directors fees remain in line with the market is important during this period of Board refreshment to ensure that the

Company continues to attract the most talented individuals.

Serena Tremlett

Remuneration and Nomination Committee Chair

3 December 2025

Directors’ remuneration report (continued)

Independent auditor’s report

to the members of River UK Micro Cap Limited

Opinion

We have audited the nancial statements of River UK

Micro Cap Limited (the “Company”) for the year ended

30 September 2025, which comprise the Statement

of Comprehensive Income, the Statement of Financial

Position, the Statement of Changes in Shareholders’

Equity, the Statement of Cash Flows and Notes to the

Financial statements, including material accounting

policy information. The nancial reporting framework

that has been applied in their preparation is applicable

law and International Financial Reporting Standards

(IFRS) as issued by the International Accounting

Standards Board (IASB).

In our opinion, the nancial statements:

• give a true and fair view of the nancial position of

the Company as at 30 September 2025, and of its

nancial performance and its cashows for the year

then ended;

• are in accordance with IFRSs as issued by the IASB;

and

• comply with the Companies (Guernsey) Law, 2008

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (ISAs) and applicable law. Our

responsibilities under those standards are further

described in the ‘Auditor’s responsibilities for the audit

of the nancial 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 nancial statements in Guernsey, as required by

the Crown Dependencies’ Audit Rules and Guidance.

We have fullled our other ethical responsibilities in

accordance with these requirements. We believe that

the audit evidence we have obtained is sucient and

appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most signicance in our audit of the

nancial statements of the current period. These matters were addressed in the context of our audit of the nancial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

The key audit matter How the matter was addressed in our audit

Valuation of nancial assets held at fair

value through prot or loss (“investments”)

The entity’s investments are all Level

1 investments. Per IFRS 13 Fair Value

Measurement (“IFRS 13”), the fair value of Level

1 investments, such as those in micro-cap

companies, is derived from quoted prices in

active markets.

The valuation of Level 1 quoted investments is

relatively straightforward. However, there is a

likelihood of errors in determining the quoted

prices for these investments, particularly those

involving micro-cap companies due to limited

market activity and low liquidity. This could

result from the use of outdated quoted prices

or inappropriate quoted prices, e.g., the oer

price or mid-price, to determine the valuation

of the investments.

Our procedures consisted of:

• We updated our understanding of the processes, policies

and methodologies, and controls concerning the valuation of

investments and conrmed our understanding by performing

walkthrough tests of the design and implementation of relevant

controls.

• We assessed whether the fair value disclosures in the nancial

statements are appropriate, complete and in accordance with

the requirements of IFRS 13.

• We independently obtained investment conrmation from

The Bank of New York Mellon (International) Limited (BNY

Mellon) and State Street Bank International GmbH, to conrm

all the trades (purchases and sales) during the year as well as

a conrmation from the Custodian Bank - BNP Paribas S.A.,

Guernsey Branch conrming the number of securities held

as at year end. The audit team performed 100% testing of all

investment transactions and holdings.

Table continued overleaf...

Independent auditor’s report (continued)

Other information

The directors are responsible for the other information.

The other information comprises the information

included in the annual report and audited nancial

statements but does not include the nancial statements

and our auditor’s report thereon. Our opinion on

the nancial statements does not cover the other

information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of

assurance conclusion thereon.

In connection with our audit of the nancial statements,

our responsibility is to read the other information and,

in doing so, consider whether the other information

is materially inconsistent with the nancial statements

or our knowledge obtained in the audit or otherwise

appears to be materially misstated. 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.

Responsibilities of the directors for the nancial

statements

As explained more fully in the directors’ responsibilities

statement set out on Page 44, the directors are

responsible for the preparation of the nancial

statements and for being satised that they give a

true and fair view, and for such internal control as

the directors determine is necessary to enable the

preparation of nancial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the nancial 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.

Auditor’s responsibilities for the audit of the

nancial statements

Our objectives are to obtain reasonable assurance

about whether the nancial 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 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 inuence the economic decisions of users

taken on the basis of these nancial statements.

As part of an audit in accordance with ISAs, we exercise

professional judgment and maintain professional

scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement

of the nancial statements, whether due to fraud

or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence

that is sucient and appropriate to provide a

basis for our opinion. The risk of not detecting a

The key audit matter How the matter was addressed in our audit

As such, we identied the valuation of quoted

investments as one of the most signicant

assessed risks of material misstatement due

to error, with these being measured using the

quoted price at year-end. There is a high risk

that using the incorrect quoted price to value

these investments at year-end could result

in a material misstatement of the nancial

statements and require signicant audit

attention.

Refer to the Audit Committee Report (pages 51-

53); Accounting policies in page 65, and Note 8,

Financial assets held at fair value through prot

or loss, to the Financial Statements.

• We compared the quoted prices used by management to those

available via independent sources, such as reputable stock

exchanges or nancial data providers.

• We assessed whether the listed shares are actively trading

and have correctly been classied as Level 1. This included

considering trading volumes, bid-ask spreads, and the frequency

of transactions.

Our result:

Based on results obtained from procedures performed, we did not

identify material misstatements concerning the valuation of the

investments in the period.

Independent auditor’s report (continued)

material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal

control.

• Obtain an understanding of internal control relevant

to the audit in order to design audit procedures that

are appropriate in the circumstances, but not for the

purpose of expressing an opinion on the eectiveness

of the Company’s internal control.

• Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates

and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use

of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions

that may cast signicant doubt on Company’s ability

to continue as a going concern. If we conclude that

a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related

disclosures in the nancial statements or, if such

disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence

obtained up to the date of our auditor’s report.

However, future events or conditions may cause the

Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and

content of the nancial statements, including the

disclosures, and whether the nancial statements

represent the underlying transactions and events in a

manner that achieves fair presentation.

We communicate with the directors regarding, among

other matters, the planned scope and timing of the audit

and signicant audit ndings, including any signicant

deciencies in internal control that we identify during

our audit.

We also provide the directors with a statement that

we have complied with relevant ethical requirements

regarding independence, and to communicate with

them all relationships and other matters that may

reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats

or safeguards applied.

From the matters communicated with the directors, we

determine those matters that were of most signicance

in the audit of the nancial statements of the current

period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless

law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in

our report because the adverse consequences of doing

so would reasonably be expected to outweigh the public

interest benets of such communication.

The engagement partner on the audit resulting in this

independent auditor’s report is Michael Carpenter.

Use of our report

This report is made solely to the Company’s members,

as a body, in accordance with section 262 of the

Companies (Guernsey) Law, 2008. 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.

Matters on which we are required to report by

exception

We have nothing to report in respect of the following

matters in relation to which the Companies (Guernsey)

Law, 2008 requires us to report to you if, in our opinion:

• proper accounting records have not been kept by the

Company; or

• the Company’s nancial statements are not in

agreement with the accounting records; or

• we have not obtained all the information and

explanations, which to the best of our knowledge and

belief, are necessary for the purposes of our audit.

Grant Thornton Limited

Chartered Accountants

St Peter Port

Guernsey

Date: 3 December 2025

59River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Over the last 11 years since founding, we have

raised £70 million and paid back £77 million to

Shareholders in 5 redemptions, the last two of

which were in 2021. If we have not managed

to generate a further capital redemption

to Shareholders by June 2028, we will oer

Shareholders a route to wind up the Company

and return funds at as close to net asset value

as possible. This provides a commitment to

Shareholders that they are not stuck within an

investment that is not living up to its promise.

60River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Statement of comprehensive income

For the year ended 30 September 2025

Notes

Year ended

30 September

2025

Year ended

30 September

2024

£ £

Income

Investment income 3 646,361 624,554

Net gain on nancial assets held at fair value through

prot or loss

8 16,005,512 9,473,024

Total income 16,651,873 10,097,578

Expenses

Portfolio management fees 4 (554,564) (498,783)

Operating expenses 5 (760,569) (660,495)

Foreign exchange losses (1,023) (8,240)

Total expenses (1,316,156) (1,167,518)

Prot before taxation 15,335,717 8,930,060

Taxation 2.9 - -

Prot after taxation and total comprehensive income 15,335,717 8,930,060

Basic and diluted prot per Ordinary Share 12 0.4526 0.2634

The Company has no items of other comprehensive income, and therefore the prot after taxation for the year is

also the total comprehensive income.

All items in the above statement are derived from continuing operations. No operations were acquired or

discontinued during the year.

The notes on pages 65 to 83 form an integral part of these nancial statements.

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61River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Statement of nancial position

As at 30 September 2025

Notes

30 September

2025

30 September

2024

£ £

Non-current assets 8 77,770,704 66,668,888

Financial assets held at fair value through prot or loss

Current assets

Cash and cash equivalents 6,001,139 1,769,894

Trade receivables – securities sold awaiting settlement 299,527 680,187

Prepayments 8,182 8,073

Other receivables 7 118,545 61,484

Total current assets 6,427,393 2,519,638

Total assets 84,198,097 69,188,526

Current liabilities

Trade payables – securities purchased awaiting

settlement

(5,755) -

Other payables 10 (219,864) (213,277)

Total current liabilities (225,619) (213,277)

Net assets 83,972,478 68,975,249

Capital and reserves

Stated capital 11 - -

Retained earnings 83,972,478 68,975,249

Shareholders’ equity 83,972,478 68,975,249

The nancial statements on pages 60 to 83 were approved and authorised for issue by the Board of Directors on

3 December 2025 and signed on its behalf by:

John Blowers Ted Holmes

Chair Audit Committee Chair

The notes on pages 65 to 83 form an integral part of these nancial statements.

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62River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Statement of changes in shareholders’ equity

For the year ended 30 September 2025

Notes

capital

Retained

earnings Total

£ £ £

Shareholders’ equity at 1 October 2024 - 68,975,249 68,975,249

Total comprehensive income for the year 15,335,717 15,335,717

Transactions with owners

Ordinary Shares repurchased 11 - (338,488) (338,488)

Shareholders’ equity at 30 September 2025 - 83,972,478 83,972,478

For the year ended 30 September 2024

Stated

capital

Retained

earnings Total

£ £ £

Shareholders’ equity at 1 October 2023 - 60,045,189 60,045,189

Total comprehensive income for the year - 8,930,060 8,930,060

Shareholders’ equity at 30 September 2024 - 68,975,249 68,975,249

The notes on pages 65 to 83 form an integral part of these nancial statements.

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63River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Statement of cash ows

For the year ended 30 September 2025

Notes

Year ended

30 September

2025

Year ended

30 September

2024

£ £

Cash ow from operating activities

Prot after taxation and total comprehensive income 15,335,717 8,930,060

Adjustments to reconcile prot after taxation to

net cash ows:

Realised (gain)/loss on nancial assets held at fair value

through prot or loss

8 (8,421,364) 4,030,780

Unrealised gain on nancial assets held at fair value

through prot or loss

8 (7,584,148) (13,503,804)

Purchase of nancial assets held at fair value through

prot or loss

8 (22,126,555) (16,110,533)

Proceeds from sale of nancial assets held at fair value

through prot or loss

8 27,416,666 17,807,304

Changes in working capital

(Increase)/decrease in other receivables and prepayments 7 (57,170) 190,846

Increase in other payables 10 6,587 9,911

Net cash generated from operating activities 4,569,733 1,354,564

Cash ows from nancing activities

Ordinary Shares repurchased 11 (338,488) -

Net cash used in nancing activities (338,488) -

Net increase in cash and cash equivalents in the year 4,231,245 1,354,564

Cash and cash equivalents at the beginning of the year 1,769,894 415,330

Cash and cash equivalents at the end of the year 6,001,139 1,769,894

1 Payables outstanding at 30 September 2025 relating to purchases of nancial assets held at fair value through prot or loss amounted

to £5,755 (30 September 2024: £nil).

2 Receivables as at 30 September 2025 relating to proceeds from sale of nancial assets held at fair value through prot or loss

amounted to £299,527 (30 September 2024: £680,187).

The notes on pages 65 to 83 form an integral part of these nancial statements.

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64River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

65River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Notes to the nancial statements

1 General information

The Company was incorporated as a non-cellular company with liability limited by shares in Guernsey under The

Companies (Guernsey) Law, 2008 (the “Companies Law”) on 2 October 2014. It listed its Ordinary Shares on the

Equity Shares (Commercial Companies) segment (previously the ‘Premium segment’) of the Ocial List as maintained

by the FCA and was admitted to trading on the Main Market of the London Stock Exchange on 2 December 2014.

The Company has been regulated by the GFSC as a registered closed-ended collective investment scheme pursuant

to the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended, and the RCIS Rules. The Company

registered number is 59106.

The Company’s registered address is BNP Paribas House, St Julian’s Avenue, St Peter Port, Guernsey, GY1 1WA.

2 Material accounting polices

The material accounting policies applied in the preparation of these nancial statements are set out below. These

policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

a) Statement of Compliance

The nancial statements have been prepared in accordance with the Companies Law and with IFRS Accounting

Standards issued by the IASB. The nancial statements give a true and fair view of the Company’s aairs and

comply with the requirements of the Companies Law.

b) Going concern

The Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going

concern and to identify any material uncertainties to the Company’s ability to continue as a going concern for at

least 12 months from the date of approving the nancial statements.

The Board is satised that, at the time of approving the nancial statements, no material uncertainties exist

that may cast signicant doubt concerning the Company’s ability to continue for the foreseeable future, being

12 months after the date of approval of the nancial statements. In addition, the Company’s holdings of cash

and cash equivalents, the liquidity of investments and the income deriving from those investments, means the

Company has adequate nancial resources to meet its liabilities as they fall due, even in the event of ongoing

market volatility.

At the 2024 Annual General Meeting, the Continuation Vote was passed, approving the continuation of the

Company for another ve years. The Board also considered the continuing impact of the current macro-

economic environment, including market volatility, and the impact that ongoing geopolitical tensions may have on

the Company, which it believes have a minimal risk at this stage on the going concern of the Company.

Therefore, the Board consider it appropriate to adopt the going concern basis in preparing the nancial

statements.

c) Basis of measurement

These nancial statements have been prepared on a historical cost basis adjusted to take account of the

revaluation of nancial assets held at fair value through prot or loss.

d) Functional and presentation currency

The Company’s functional currency is Pound Sterling, which is the currency of the primary economic environment

in which it operates. The Company’s performance is evaluated and its liquidity is managed in Pound Sterling.

Pound Sterling is therefore considered as the currency that most faithfully represents the economic eects of the

underlying transactions, events and conditions. The nancial statements are presented in Pound Sterling.

66River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

e) Signicant accounting assumptions, estimates and judgements

The preparation of the nancial statements in conformity with IFRS Accounting Standards issued by the IASB,

requires the Company to make judgements, estimates and assumptions that aect items reported in the

Statement of Financial Position and Statement of Comprehensive Income and the disclosure of contingent assets

and liabilities at the date of the nancial statements. It also requires management to exercise its judgement in

the process of applying the Company’s accounting policies. Uncertainty about these assumptions and estimates

could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities aected

in future periods.

The Directors have used their judgement to determine that all nancial assets held at fair value through prot or

loss are traded within an active market (note 2.3(c) below).

The Directors have determined that an active market exists for the Company’s nancial assets, as all the

Company’s nancial assets are quoted securities which are traded in active markets as at 30 September 2025. In

the opinion of the Directors, the quoted price for the nancial assets as at 30 September 2025 is representative

of fair value.

f) New standards, amendments and interpretations

There are no standards, amendments or interpretations to existing standards which have come into eect during

the year ended 30 September 2025 that have material impact on the Company’s audited nancial statements.

g) New standards, amendments and interpretations issued but not yet eective

Detailed below are new standards, amendments and interpretations to existing standards that have been issued

but are not yet mandatorily eective for the reporting period. They have not been early adopted by the Company:

Eective for periods

beginning on or after

Amendments to IAS 21 – The eects of changes in foreign exchange rates - Lack of

exchangeability

1 January 2025

Amendments to the Classication and Measurement of Financial Instruments

-Amendments to IFRS 9 and 7

1 January 2026

Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 1 January 2026

IFRS 18 - Presentation and disclosure in nancial statements 1 January 2027

IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027

IFRS for SMES third edition 1 January 2027

Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an Investor

and its Associate or Joint Venture

To be determined

The Directors believe that the above are not applicable to the operations of the Company, except for IFRS 18

Presentation and Disclosures in Financial Statements, which includes requirements for all entities applying

IFRS Accounting Standards issued by the IASB for the presentation and disclosure of information in nancial

statements. IFRS 18 Presentation and Disclosures in Financial Statements introduces new requirements for

presentation within the statement of prot or loss, including specied totals and subtotals. Furthermore, entities

are required to classify all income and expenses within the statement of prot or loss into one of ve categories:

operating, investing, nancing, income taxes and discontinued operations. These changes are expected to impact

the Company’s Statement of Comprehensive Income for the year ended 30 September 2028.

Notes to the nancial statements (continued)

2. Material accounting policies (continued)

2.1 Basis of preparation (continued)

67River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

2.2 Foreign currency translations

Foreign exchange gains and losses resulting from the settlement of transactions in foreign currencies and from

the translation of monetary assets and liabilities at year end exchange rates to Pound Sterling are recognised in

the Statement of Comprehensive Income as foreign exchange gains or losses.

Non-monetary items such as nancial assets held at fair value through prot or loss measured at fair value in a

foreign currency, are translated using exchange rates at the Statement of Financial Position date when the fair

value was determined. Eects of exchange rate changes on non-monetary items measured at fair value on a

foreign currency are recorded as part of the fair value gain or loss.

As at 30 September 2025, all nancial assets held at fair value through prot or loss are held in Pound Sterling.

2.3 Financial instruments

Financial Assets

a) Classication

The Company classies its investments in equity securities as nancial assets held at fair value through prot

or loss as they are held for investment purposes. These nancial assets are managed, and their performance is

evaluated on a fair value basis in accordance with the Company’s documented investment strategy.

The Company’s policy requires the Portfolio Manager and the Board of Directors to evaluate the information

about these nancial assets on a fair value basis together with other related nancial information. Furthermore,

these nancial assets do not possess contractual cash ows. Financial assets also include cash and cash

equivalents as well as trade receivables and other receivables which are classied at amortised cost using the

eective interest rate method.

b) Recognition, measurement and derecognition

Purchases and sales of investments are recognised on the trade date – the date on which the Company commits

to purchase or sell the investment. Financial assets held at fair value through prot or loss are measured

initially at fair value. Transaction costs are expensed as incurred and movements in fair value are recorded in

the Statement of Comprehensive Income. Subsequent to initial recognition, all nancial assets held at fair value

through prot or loss are measured at fair value.

In accordance with IAS 7 Statement of Cash Flows, the Company classies cash ows relating to the purchase and

sale of investments as operating activities. This classication reects the Company’s business model, in which the

acquisition and disposal of investments form part of its principal revenue-generating activities.

Cash and cash equivalents, trade receivables, other receivables and prepayments are classied at amortised cost.

These nancial assets are initially recognised at fair value plus transaction costs and subsequently measured at

amortised cost.

Financial assets are derecognised when the rights to receive cash ows from the investments have expired or the

Company has transferred substantially all risks and rewards of ownership.

c) Fair value estimation

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

As at 30 September 2025, investments are valued at fair value, which are quoted bid prices for investments

traded in active markets (AIM or the main market of the London Stock Exchange).

2. Material accounting policies (continued)

Notes to the nancial statements (continued)

68River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

2. Material accounting policies (continued)

2.3 Financial instruments (continued)

Notes to the nancial statements (continued)

Financial liabilities

a) Classication

Securities purchased awaiting settlement represent payables for investments that have been contracted for but

not yet settled or delivered on 30 September 2025. Financial liabilities include amounts due to brokers and other

payables which are held at amortised cost using the eective interest rate method.

b) Recognition, measurement and derecognition

Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently

carried at amortised cost using the eective interest rate method. Financial liabilities are derecognised when the

obligation specied in the contract is discharged, cancelled or expires.

2.4 Investment income

Dividends receivable on equity shares are recognised as revenue for the period on an ex-dividend basis and net of

withholding taxes, as the withholding taxes are deducted at source and are not a tax on prots. Interest income and

expenses are recognised in the Statement of Comprehensive Income using the eective interest rate method.

2.5 Expenses

Expenses are recognised on an accruals basis and are recognised in the Statement of Comprehensive Income.

2.6 Cash and cash equivalents

Cash includes cash at bank. Cash equivalents are short term, highly liquid investments with original maturities of

three months or less that are readily convertible to known amounts of cash and are subject to an insignicant risk of

changes in value.

2.7 Trade receivables and trade payables

Trade receivables and payables represent securities sold and securities purchased, respectively, that have been

contracted for but not yet settled or delivered on the Statement of Financial Position date.

These amounts are recognised initially at fair value and subsequently measured at amortised cost. At each period

end, the Company measures the loss allowance on trade receivables at an amount equal to the lifetime expected

credit losses if the credit risk has increased signicantly since initial recognition. If, the credit risk has not increased

signicantly since initial recognition, the Company will measure the loss allowance at an amount equal to 12-month

expected credit losses.

Signicant nancial diculties of the broker, probability that the broker will enter bankruptcy or nancial

reorganisation and default in payments are all considered indicators that a loss allowance may be required. A

signicant increase in credit risk is dened by the Directors as any contractual payment which is more than 30 days

past due.

2.8 Segmental reporting

The chief operating decision maker, which is the Board, is of the opinion that the Company is engaged in a single

segment focusing on investment in UK micro-cap companies. The nancial information used by the chief operating

decision maker to manage the Company presents the business as a single segment. Segment information is

measured on the same basis as that used in the preparation of the Company’s nancial statements.

69River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

2.9 Taxation

The Company has applied for and been granted exemption from liability to income tax in Guernsey under the

Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 as amended by the Director of Income Tax in Guernsey for

the current period. Exemption must be applied for annually and will be granted, subject to the payment of an annual

fee, which is currently xed at £1,600 per applicant, provided the Company qualies under the applicable legislation

for exemption.

It is the intention of the Directors to conduct the aairs of the Company so as to ensure that it continues to qualify

for exempt company status for the purposes of Guernsey taxation.

2.10 Share capital

Ordinary Shares are classied as equity in accordance with IAS 32 – “Financial Instruments: Presentation” as these

instruments include no contractual obligation to deliver cash and the Company is not obligated to apply the

redemption mechanism.

Costs directly attributable to the issue of new Ordinary Shares and redemption of existing Ordinary Shares are

shown in equity as a deduction from the proceeds.

Refer to note 11 for details regarding the redemption mechanism of Ordinary Shares.

2.11 Capital risk management

The Board only considers retained earnings as capital, which in turn, are the nancial resources available to the

Company. The Company’s capital as at 30 September 2025 was £83,972,478 (30 September 2024: £68,975,249).

The Company’s objectives when managing capital are to:

• safeguard the Company’s ability to continue as a going concern;

• provide returns for Shareholders; and

• maintain an optimal capital structure to minimise the cost of capital.

The Board monitors the capital adequacy of the Company on an on-going basis and all three of the Company’s

objectives regarding capital management have been met. The Company has no imposed capital requirements.

Notes to the nancial statements (continued)

2. Material accounting policies (continued)

70River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

3. Investment income

Year ended

30 September

2025

Year ended

30 September

2024

£ £

Dividend income

590,275 587,561

Bank interest and other income 56,086 36,993

Total investment income 646,361 624,554

1 Net of withholding taxes of £nil (30 September 2024: £19,366).

4. Portfolio management and performance fees

On 3 November 2014, the Company signed an Investment Management Agreement (the “IMA”) with the AIFM and the

Portfolio Manager, whereby the AIFM delegated to the Portfolio Manager overall responsibility for the discretionary

management of the Company assets in accordance with the Company’s investment objective and policy.

The AIFM or the Portfolio Manager may voluntarily terminate the IMA by providing six months’ notice in writing. The

AIFM’s power to terminate the appointment of the Portfolio Manager under the IMA may only be exercised under

the direction of the Board and the AIFM has agreed to comply with the instructions of the Board as regards to any

proposed termination of the Portfolio Manager’s appointment.

Under the IMA, the Portfolio Manager is entitled to receive a base fee and performance fee. The Portfolio Manager

base fee is payable monthly in arrears at a rate of one-twelfth of 0.75% of NAV. During the year ended 30 September

2025, the Company incurred management fees expense of £554,564 (30 September 2024: £498,783).

A performance fee equal to 15% of the amount by which the Company’s NAV outperforms the total return on the

Comparative Index over a performance period will be payable to the Portfolio Manager upon a redemption.

The performance period is the period between two redemptions, being the rst business day after the calculation

date, (referable to the earlier redemption (opening date)), and the end day of the calculation date (referable to the

later redemption (closing date)). The rst opening date was the date of admission and in circumstances in which a

performance fee may be payable upon termination of this Agreement, the nal closing date shall be the date in which

the agreement is terminated. The calculation date is the date determined by the Board for the calculation of the price

to be paid on any particular exercise of the redemption mechanism.

The performance fee is only paid when the Company implements the redemption mechanism as detailed in note 11.

During the year ended 30 September 2025, no performance fees were accrued or paid by the Company (30

September 2024: nil).

Notes to the nancial statements (continued)

71River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

5. Operating expenses

Year ended

30 September

2025

Year ended

30 September

2024

£ £

Administration fees 234,686 162,384

Directors’ fees 162,000 157,838

AIFM fees 58,000 58,000

Audit fees 60,800 53,000

Non-audit fees 18,700 17,000

Transaction fees 43,112 30,571

Broker fees 41,652 40,000

Custody fees 36,762 14,072

Registrar fees 30,760 27,236

Legal and professional fees 6,823 8,101

Listing fees 26,324 20,793

Regulatory fees 14,449 13,640

Insurance fees 5,128 6,265

Marketing fees 13,527 11,593

Sundry expenses 7,846 40,002

Total operating expenses 760,569 660,495

Non-audit fees

Non-audit fees related to interim review services performed by Grant Thornton Limited.

AIFM fee

The AIFM is entitled to an annual xed fee of £58,000 per annum payable quarterly in arrears

Custody fee

In its role as custodian, the Administrator is entitled to a fee payable by the Company on a transaction by transaction

and ad-valorem fee basis.

Registrar fee

The Company’s registrar is Computershare Investor Services (Guernsey) Limited. The registrar is entitled to an annual

maintenance fee plus disbursements.

Administration fee

The Administrator provides administrative, compliance oversight and company secretarial services to the Company.

Eective 1 July 2024, an updated fee schedule was implemented whereby the Administrator is entitled to an annual

xed fee. Ad hoc services are chargeable for an agreed fee or on a time cost basis. Invoices for the period 1 July

2024 to 30 September 2024 were billed in the year ended 30 September 2025. Administration fees had remained

unchanged since the inception of the Company.

Broker fee

Singer Capital Markets Advisory LLP (the “Corporate Broker”) provide corporate stockbroker and nancial adviser

services to the Company, as the Company’s sole broker.

Notes to the nancial statements (continued)

72River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

6. Directors’ fees and interests

Directors’ fees are listed in the Directors’ Remuneration Report.

No pension contributions were payable in respect of the Directors.

The Directors held the following number of Ordinary Shares in the Company:

30 September

2025

30 September

2024

Ordinary

Shares held

Ordinary

Shares held

John Blowers 14,559 14,559

Ted Holmes 22,970 22,970

Mark Hodgson 7,721 7,721

Serena Tremlett 3,432 3,432

7. Other receivables

30 September

2025

30 September

2024

£ £

Dividend receivable 45,337 61,422

Receivable from Corporate Broker 61,718 -

Interest and other receivable 11,490 62

Total other receivables 118,545 61,484

The Directors believe that these balances are fully recoverable and therefore have not recognised any loss allowance

on 12-month expected credit losses.

Notes to the nancial statements (continued)

73River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

8. Financial assets held at fair value through prot or loss

The Company has invested in a portfolio of UK micro-cap companies in line with its investment strategy. These

investments are comprised of companies whose securities are admitted to trading on the AIM, with a free oat

market capitalisation of less than £100 million at the time of purchase.

Fair value hierarchy

IFRS 13 ‘Fair Value Measurement’ requires an analysis of investments valued at fair value based on the reliability and

signicance of information used to measure their fair value.

The Company categorises its nancial assets according to the following fair value hierarchy detailed in IFRS 13 that

reects the signicance of the inputs used in determining their fair values:

Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived

from prices). This category includes instruments valued using: quoted market prices in active markets for similar

instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or

other valuation techniques where all signicant inputs are directly or indirectly observable from market data.

Level 3: Valuation techniques using signicant unobservable inputs. This category includes all instruments where

the valuation technique includes inputs not based on observable data and the unobservable variable inputs have a

signicant eect on the instruments’ valuation. This category includes instruments that are valued based on quoted

prices for similar instruments where signicant unobservable adjustments or assumptions are required to reect

dierences between the instruments.

The Company values its publicly traded securities daily by reference to their bid prices on the relevant exchange.

Checks to an independent provider are in place to verify the accuracy of these prices at each valuation point.

The Board, through the Audit Committee, assesses the market activity by monitoring quoted values and trading

volumes of the investments on a regular basis, while also considering the impact of current geopolitical tensions

and the broader economic environment on valuation and liquidity. Based on these procedures, the Board considers

it appropriate to estimate the fair value of the Company’s nancial assets based on quoted prices. Hence, the

Company’s holdings were classied as Level 1 as at 30 September 2025 and 30 September 2024 and the Board

conrms that this classication remains appropriate.

Financial assets Level 1 Level 2 Level 3 Total

£ £ £ £

30 September 2025

Financial assets held at fair value through prot

or loss

77,770,704 - - 77,770,704

30 September 2024

Financial assets held at fair value through prot

or loss

66,668,888 - - 66,668,888

1 Realised gain on nancial assets held at fair value through prot or loss is made up of £12,320,188 gain and £(3,898,824) loss.

2 Unrealised gain on nancial assets held at fair value through prot or loss is made up of £20,630,259 gain and £(13,046,111) loss.

Notes to the nancial statements (continued)

74River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Financial assets held at fair value through prot or loss reconciliation

The following table shows a reconciliation of all movements in the fair value of nancial assets capitalised within Level

1 to 3 between the beginning and the end of the reporting period:

30 September 2025 Level 1 Level 2 Level 3 Total

£ £ £ £

Opening valuation 66,668,888 - - 66,668,888

Purchases during the year 22,132,310 - - 22,132,310

Sales proceeds during the year (27,036,006) - - (27,036,006)

Realised gain on nancial assets held at fair value

through prot or loss

8,421,364 - - 8,421,364

Unrealised gain on nancial assets held at fair value

through prot or loss

7,584,148 - - 7,584,148

Closing valuation 77,770,704 - - 77,770,704

Total net gain on nancial assets for the year

ended 30 September 2025

16,005,512 - - 16,005,512

During the year ended 30 September 2025, there were no reclassications between levels of the fair value hierarchy.

30 September 2024 Level 1 Level 2 Level 3 Total

£ £ £ £

Opening valuation 59,625,665 - - 59,625,665

Purchases during the year 16,057,690 - - 16,057,690

Sales proceeds during the year (18,487,491) - - (18,487,491)

Realised loss on nancial assets held at fair value

through prot or loss

(4,030,780) - - (4,030,780)

Unrealised gain on nancial assets held at fair value

through prot or loss

13,503,804 - - 13,503,804

Closing valuation 66,668,888 - - 66,668,888

Total net gain on nancial assets for the year ended

30 September 2024

9,473,024 - - 9,473,024

During the year ended 30 September 2024, there were no reclassications between levels of the fair value hierarchy.

Please refer to note 2.3 for valuation methodology of nancial assets held at fair value through prot or loss.

As at 30 September 2025 and 30 September 2024, none of the investments held are illiquid in nature and on this

basis are not subject to any special arrangements.

The carrying amounts of the trade and other receivables/payables and cash and cash equivalents are a reasonable

approximation of fair value because of their short-term nature.

Notes to the nancial statements (continued)

3 Realised loss on nancial assets held at fair value through prot or loss is made up of £6,487,854 gain and £(10,518,634) loss.

4 Unrealised gain on nancial assets held at fair value through prot or loss is made up of £19,391,473 gain and £(5,887,669) loss.

8. Financial assets designated at fair value through prot or loss (continued)

75River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

9. Financial risk management

The Company’s activities expose it to a variety of nancial risks; market risk (including price risk, interest rate risk and

foreign currency risk), credit risk and liquidity risk.

9.1 Market risk

a) Price risk

Price risk is the risk that the Company’s performance will be adversely aected by changes in the markets in

which it invests.

As at 30 September 2025, the Company held investments in a diversied portfolio of UK micro-cap companies,

comprising companies with a free oat market capitalisation of less than £100 million at the time of purchase.

The relatively small market capitalisation of micro-cap companies can make the market in their shares illiquid.

Therefore, prices of UK micro-cap companies are often more volatile than prices of larger capitalisation stocks,

and even small cap companies.

Investments limits in place include:

• the number of holdings in the investment portfolio will usually range from 30 to 50.

• no exposure in any investee company will exceed 10% of NAV at the time of the investment.

However, any signicant event which aects a specic industry sector in which the investment portfolio has a

signicant holding could materially and adversely aect the performance of the Company. To mitigate market

risk, the Board and Portfolio Manager actively monitor market prices throughout the nancial period and meet

regularly to consider investment strategy.

Please refer below for sensitivity analysis on the impact on the Statement of Comprehensive Income and NAV of

the Company, if the fair value of the investments held at fair value through prot or loss at the year end increased

or decreased by 25% (30 September 2024: 25%):

30 September 2025

Financial assets

Increase

by 25%

Decrease

by 25%

£ £ £

Financial assets held at fair value through prot or loss 77,770,704 19,442,676 (19,442,676)

30 September 2024

Financial assets

Increase

by 25%

Decrease

by 25%

£ £ £

Financial assets held at fair value through prot or loss 66,668,888 16,667,222 (16,667,222)

The Directors consider a 25% (30 September 2024: 25%) movement to be reasonable given their assessment of

the volatility of the AIM market during the year ended 30 September 2025. The above calculations are based on

the investment valuation at the Statement of Financial Position date and are not representative of the period as a

whole and may not be reective of future market conditions.

The Investment Manager’s S-PVT scoring for sustainability is used to rate all the Company’s investments from

S1 to S4. Investments categorised S1 and S2 have solid sustainability characteristics, investments categorised

S3 require sustainability improvement and investments categorised S4 would represent a sustainability barrier

to value creation. The ESG risk for the Company is currently evaluated to be minimal from a nancial materiality

perspective. As at 30 September 2025, investments categorised S1 represent 15.7%, S2 represent 70.5% and S3

represent 13.8% of the Company’s NAV. The Company does not hold any investments in the S4 category. Further

details on the S-PVT scoring for sustainability can be found in the Portfolio Managers Report.

Notes to the nancial statements (continued)

76River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

b) Interest rate risk

Interest rate risk is the risk that the fair value of nancial instruments and related income from cash and cash

equivalents will uctuate due to changes in market interest rates. The majority of the Company’s interest rate

exposure arises on the level of interest income receivable on cash deposits. As at 30 September 2025, the

Company’s cash and cash equivalents were £6,001,139 (30 September 2024: £1,769,894).

The Company did not have any borrowings during the year (30 September 2024: £nil).

Financial assets held at fair value through prot or loss are equity investments and therefore the valuation of

these investments and income receivable is not directly exposed to interest rate risk.

Interest rate sensitivity analysis

If interest rates had changed by 100 basis points (“BP”) (30 September 2024: 100 BP), considered to be a

reasonable illustration based on observation of current market conditions, with all other variables remaining

constant, the eect on the net prot for the year would be as detailed below:

30 September

2025

30 September

2024

£ £

Increase of 100 BP (30 September 2024: 100 BP) 60,011 17,699

Decrease of 100 BP (30 September 2024: 100 BP) (60,011) (17,699)

c) Foreign currency risk

Foreign currency risk is the risk that the values of the Company’s assets and liabilities are adversely aected by

changes in the values of foreign currencies by reference to the Company’s functional currency, being Pound Sterling.

During the year ended 30 September 2025, one of the Company’s investments moved its listing to the NASDAQ.

The Company’s foreign currency exposure is detailed in the table below:

30 September

2025

30 September

2024

US$ US$

Investments 1,317,878 -

Cash 230,051 149,451

Income receivable 48,100 40,300

Total 1,596,029 189,751

Although the Company does not pursue a policy of hedging such currencies back to Pound Sterling, it may do so

from time to time, depending on market conditions. During the years ended 30 September 2025 and 30 September

2024 the Company did not enter into currency purchase spot contracts to mitigate the foreign currency exposure.

Should the value of Sterling increase or decrease against the US Dollar by 5% with all other variables held

constant, the impact on the net assets of the Company would be as follows:

30 September 2025 30 September 2025 30 September 2024 30 September 2024

£ £ £ £

Increase of 5% Decrease of 5% Increase of 5% Decrease of 5%

(79,801) 79,801 (9,488) 9,488

The Directors believe 5% is relevant based on the average market volatility in exchange rates in recent years.

Notes to the nancial statements (continued)

9. Financial risk management (continued)

9.1 Market risk (continued)

77River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

9.2 Credit risk

Credit risk is the risk that a counterparty to a nancial instrument will fail to discharge an obligation or

commitment that it has entered into with the Company. The Board of Directors has in place monitoring

procedures in respect of counterparty risk which is reviewed on an ongoing basis.

The Company’s credit risk is attributable to its cash and cash equivalents, trade receivables – securities sold

awaiting settlement and other receivables.

The Company’s nancial assets exposed to credit risk amounted to the following:

30 September

2025

30 September

2024

£ £

Cash and cash equivalents 6,001,139 1,769,894

Trade receivables – securities sold awaiting settlement 299,527 680,187

Other receivables (excluding prepayments) 118,545 61,484

Total assets 6,419,211 2,511,565

All cash is placed with BNP Paribas S.A., Guernsey Branch. BNP Paribas S.A. is publicly traded with a short-term

credit rating of A-1 (30 September 2024: A-1) from S&P Global Ratings.

Credit risk of cash and custodian is mitigated by the Company’s policy to only undertake signicant transactions

with leading commercial counterparties.

All transactions in listed securities are settled for upon delivery using approved brokers. The risk of default is

considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is

made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to

meet its obligation.

The nancial assets held at fair value through prot or loss are held by BNP Paribas S.A., Guernsey Branch, the

Company’s custodian, in a segregated account. In the event of bankruptcy or insolvency of the Administrator, in

its role as the Company’s custodian, the Company’s rights with respect to the securities held by the custodian

may be delayed or limited. The Company did not participate in stock lending during the year.

As the Company classies its nancial assets as fair value through prot or loss, all changes in fair value are

recognised in prot or loss. Consequently, no expected credit loss allowance is calculated for these investments.

The Company assesses expected credit losses on cash and cash equivalents, trade receivables and other

receivables in accordance with IFRS 9. Given the short-term nature of these balances, the high credit quality of

counterparties, and the absence of historical default experience, the Directors consider that the expected credit

loss is immaterial. Accordingly, no loss allowance has been recognised.

9. Financial risk management (continued)

Notes to the nancial statements (continued)

78River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

9.3 Liquidity risk

Liquidity risk is the risk that the Company will encounter diculties in realising assets or otherwise raising funds

to meet nancial commitments as and when these fall due for payment. Liquidity risk is monitored on an ongoing

basis by the Board of Directors and Portfolio Manager to ensure that the Company maintains sucient working

capital in cash or near cash form to be able to meet the Company’s ongoing requirements to pay accounts

payable and accrued expenses.

In addition, the Company’s liquidity management policy involves projecting cash ows and considering the level

of liquid assets necessary to ensure the Company remains a going concern. The Company’s investments all

comprise of investments in companies whose securities are admitted to trading on AIM. The Company would

expect to be able to liquidate a sucient number of investments within 7 days or less in the event cash was

required to cover expenses.

The tables below show the residual contractual maturity of the nancial liabilities:

Maturity analysis of nancial liabilities

30 September 2025

Less than

3 months

3 to 12

months

More than

1 year Total

£ £ £ £

Financial liabilities

Trade payables – securities purchased awaiting

settlement

(5,755) - - (5,755)

Other payables (219,864) - - (219,864)

Total undiscounted nancial liabilities (225,619) - - (225,619)

Maturity analysis of nancial liabilities

30 September 2024

Less than

3 months

3 to 12

months

More than

1 year Total

£ £ £ £

Financial liabilities

Other payables and accruals (213,277) - - (213,277)

Total undiscounted nancial liabilities (213,277) - - (213,277)

In accordance with Article 23(4) (a) and (b) of AIFMD Directive, the AIFM has assessed that the nancial assets

held at fair value through prot or loss held by the Company are not deemed to be illiquid in nature, and as such,

are not subject to any special liquidity arrangements and that the AIF has no new arrangements in place for

managing liquidity.

Notes to the nancial statements (continued)

9. Financial risk management (continued)

79River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Notes to the nancial statements (continued)

10. Other payables

30 September

2025

30 September

2024

£ £

Portfolio management fees 101,798 42,429

AIFM fees 14,664 14,624

Audit fees 30,479 61,500

Directors’ fees 40,950 40,950

Administration fees 16,042 48,459

Registrar fees 1,000 1,000

Custody fees 877 1,658

Sundry expenses 14,054 2,657

Total other payables 219,864 213,277

11. Share capital

Authorised

The authorised share capital of the Company is represented by an unlimited number of redeemable Ordinary Shares

at no par value.

Allotted, called up and fully paid

30 September 2025 30 September 2024

Number of

Ordinary

outstanding

capital

Number of

Ordinary

outstanding

capital

£ £

Balance as the start of the year 33,897,954 - 33,897,954 -

Ordinary Shares repurchased during the year (165,000) - - -

Balance as the end of the year 33,732,954

- 33,897,954 -

1 Excluded 165,000 shares are held in treasury.

Each holder of Ordinary Shares (excluding treasury shares) is entitled to attend and vote at all general meetings that

are held by the Company. Each holder (excluding treasury shares) is also entitled to receive payment of a dividend

should the Company declare such a dividend payment. Any dividends payable by the Company will be distributed to

the holders of the Company’s Ordinary Shares (excluding treasury shares), and on the winding-up of the Company

or other return of capital (other than by way of a repurchase or redemption of shares in accordance with the

provisions of the Articles and the Companies Law), the Company’s surplus assets, after payment of all creditors, will

be distributed among the holders of the Company’s Ordinary Shares (excluding treasury shares).

The Board anticipates that returns to Shareholders will be made through the Company’s redemption mechanism and

therefore does not expect that the Company will pay any dividends.

No dividends have been declared or paid during the year (30 September 2024: nil).

80River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Notes to the nancial statements (continued)

Issuance of Ordinary Shares

No Ordinary Shares were issued during the year ended 30 September 2025 (30 September 2024: no Ordinary

Shares issued).

Repurchase of Ordinary Shares

At the AGM held on 12 March 2025, the Directors were granted authority to repurchase up to 14.99% (30 September

2024: 14.99%) of the Ordinary Shares in issue as at 12 March 2025 and for any repurchased shared be held as

treasury shares in line with the share buyback programme. This authority expires on the date of the 2026 AGM.

During the year ended 30 September 2025, 165,000 Ordinary Shares were repurchased under this authority at a

total cost of £338,488, including transaction costs of £1,706 and are being held in treasury (30 September 2024: no

Ordinary Shares repurchased).

Prior to commencing the buy back programme, the Directors assessed the Company’s solvency by reviewing its bank

balances and NAV position. The Directors were satised on reasonable grounds that the Company would meet the

solvency test immediately after the repurchases. Although the required solvency certicate under Section 303 of the

Companies (Guernsey) Law, 2008 had not been formally signed prior to the share repurchases, the Board intends

to execute the certicate at the next Board meeting to formally document the assessment made at the time of the

transactions.

Treasury shares

As at 30 September 2025, 165,000 shares are held in treasury (30 September 2024: no shares held in treasury).

Treasury shares do not carry any right to attend or vote at any general meeting of the Company or receive payment

of a dividend should the Company declare such a dividend payment.

Redemption mechanism

As the Company has been established as a closed-ended collective investment scheme, there is no right or

entitlement attaching to the Ordinary Shares that allows them to be redeemed or repurchased by the Company at

the option of the Shareholder.

The redemption mechanism allows the Board to redeem any number of shares at the prevailing NAV per share at the

calculation date, (being the date determined by the Board for the calculation of the price to be paid on any particular

exercise of the redemption mechanism), less the cost of redemption. This right will only be exercised in specic

circumstances and for the purpose of returning capital growth.

Accordingly, assuming the NAV exceeds £100 million, the Directors intend to operate the redemption mechanism to

return the NAV back to around £100 million in order to:

• enable the Company to exploit fully the underlying investment opportunity and to deliver high and sustainable

returns to Shareholders, principally in the form of capital gains;

• enable portfolio holdings to have a meaningful impact on the Company’s performance, which might otherwise be

marginal within the context of a larger fund; and

• ensure that the Company can continually take advantage of the illiquidity risk premium inherent in micro-cap

companies.

11. Share capital (continued)

81River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

The Directors are not obliged to operate the redemption mechanism and will not do so if:

• calculation and publication of the NAV has been suspended; or

• the Directors are unable to make the solvency statement required by Guernsey law; or

• other circumstances exist that the Board believes make the operation of the redemption mechanism undesirable

or impracticable.

Redemptions will, subject to compliance with all applicable law and regulation, be carried out pro rata to a

Shareholder’s holding of Ordinary Shares, but all redemptions will normally be subject to a de minimis value to be

returned of approximately £10 million (before costs). The Company will not redeem fractions of shares.

Redemptions will be recognised against the retained earnings of the Company.

The price at which any Ordinary Shares are redeemed under the redemption mechanism will be calculated by

reference to unaudited NAV calculations. To the extent that any redemption takes place at a time when the Ordinary

Shares are trading at a signicant premium to the prevailing unaudited NAV, Shareholders may receive an amount

in respect of their redeemed Ordinary Shares that is materially below the market value of those shares prior to

redemption.

In order to facilitate any redemptions, the Company may be required to dispose of assets within the investment

portfolio. There is no certainty of the price that can be achieved on such sales and any sale price could be materially

dierent from the carrying value of those assets. Consequently, the value received in respect of redeemed Ordinary

Shares may be adversely aected where the Company is not able to realise assets at their carrying values. In addition,

during any period when the Company is undertaking investment portfolio realisations, it may hold the sale proceeds

(which could, in aggregate, be a material amount) in cash, which could impact the Company’s returns, until the

redemption is implemented, and the cash is distributed to Shareholders.

Investors should note that the redemption mechanism has a specic and limited purpose, and no expectation or

reliance should be placed on the redemption mechanism being operated on any one or more occasions or as to

the proportion of Ordinary Shares that may be redeemed or as to the price at which they will be redeemed. The

redemption mechanism may also lead to a more concentrated and less liquid portfolio, which may adversely aect

the Company’s performance and value.

In the absence of the availability of the redemption mechanism, Shareholders wishing to realise their investment in

the Company will be required to dispose of their shares on the stock market. Accordingly, Shareholders’ ability to

realise their investment at any particular price and/or time may be dependent on the existence of a liquid market in

the shares.

Notes to the nancial statements (continued)

11. Share capital (continued)

Redemption mechanism (continued)

82River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Notes to the nancial statements (continued)

12. Basic and diluted prot per Ordinary Share

Year ended

30 September

2025

Year ended

30 September

2024

£ £

Total comprehensive income for the year 15,335,717 8,930,060

Weighted average number of Ordinary Shares during the year 33,885,538 33,897,954

Basic and diluted earnings per Ordinary Share 0.4526 0.2634

13. NAV per Ordinary share

30 September

2025

30 September

2024

£ £

NAV 83,972,478 68,975,249

Number of Ordinary Shares at year end 33,732,954 33,897,954

NAV per Ordinary Share 2.4893 2.0348

14. Related party disclosure

The AIFM

The AIFM is a related party and is entitled to an annual xed fee as disclosed in note 5. Mark Hodgson is the

Managing Director of the AIFM.

The Portfolio Manager

The Portfolio Manager is a related party and is entitled to management and performance fees as disclosed in note 4.

The Portfolio Manager and George Ensor held the following Ordinary Shares in the Company:

30 September

2025

30 September

2024

£ £

Portfolio Manager 3,071,628 3,109,578

George Ensor 90,194 90,194

The Directors

The Directors are entitled to remuneration for their services and hold Ordinary Shares in the Company as disclosed

in note 6.

All transactions between these related parties and the Company were conducted on terms equivalent to those

prevailing in an arm’s length transaction.

83River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Notes to the nancial statements (continued)

15. Material events after the Statement of Financial Position date

There were no adjusting events which occurred between the year end and the date of approval of the annual

nancial statements which would require amendments to the amounts recognised as at 30 September 2025.

The following non-adjusting subsequent events occurred after the reporting date:

From 1 October 2025 to 3 December 2025, the Company repurchased 165,000 Ordinary Shares in the market at a

total cost of £341,724 (including transaction costs of £1,718).

On 3 October 2025, the Company purchased shares in the Beauty Tech group plc for approximately £2.5 million.

16. Controlling party

In the Directors’ opinion, the Company has no ultimate controlling party.

84River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Useful information for shareholders

(unaudited)

Alternative performance measures

In accordance with the European Securities and Markets Authority Guidelines on Alternative Performance Measures

(“APMs”) the Board has considered what APMs are included in the Annual Report and nancial statements which

require further clarication. APMs are dened as a nancial measure of historical or future nancial performance,

nancial position, or cash ows, other than a nancial measure dened or specied in the applicable nancial

reporting framework. APMs included in the nancial statements, which are unaudited and outside the scope of IFRS

Accounting Standards IFRS issued by the IASB, are deemed to be as follows:

NAV total return

The NAV total return measures how the NAV per Ordinary Share has performed on an annualised basis from the

original issuance of Ordinary Shares to 30 September 2025, taking into account capital returns. The Company has

not declared a dividend since inception.

The Board monitors the Company NAV total return against the Numis Smaller Companies plus AIM (excluding

Investment Companies) Index. Refer to page 5 for NAV total return vs Index total return analysis.

NAV total return measures the combined eect of share price appreciation and reinvested distributions, enabling

stakeholders to evaluate the Company’s ability to generate consistent capital growth over time and to compare it to

the Index total return.

NAV per Ordinary share

The NAV per Ordinary Share is the value of all the Company’s assets, less any liabilities it has, divided by the total

number of Ordinary Shares.

NAV per Ordinary Share shows the intrinsic value attributable to each share, is used to calculate if the Company’s

Ordinary Shares trade at a discount or premium and assess the company’s ability to preserve and grow shareholder

wealth over time.

Share price premium or discount to NAV

The NAV per share is the value of all the Company’s assets, less any payables it has, divided by the total number

of Ordinary Shares. The Company’s share price may be higher or lower than the NAV, the dierence is known as

a premium or discount. The Company’s premium or discount to NAV is calculated by expressing the dierence

between the Ordinary Share bid price

and the NAV per share as a percentage of the NAV per share.

30 September

2025

30 September

2024

Ordinary

NAV per share (A) £2.4893 £2.0348

Closing share price

(B) £2.0000 £1.7400

Discount to NAV per share ((B-A)/A) (19.7)% (14.5)%

The share price premium or discount to NAV shows whether the market values the company above or below its NAV,

enabling stakeholders to assess pricing eciency and potential value creation.

1 Source Bloomberg

85River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

Ongoing charges

Ongoing charges are calculated based on actual costs incurred in the year excluding any non-recurring fees in

accordance with the AIC methodology. Ongoing charges are disclosed to show investors the recurring cost of

managing the Company, enabling them to assess the impact of fees on net returns over the life of the investment.

Expense items have been excluded in the calculation of the ongoing charges gure when they are not deemed to

meet the following AIC denition:

“Ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether

charged to capital or revenue, and which relate to the operation of the investment company as a collective

fund, excluding the costs of acquisition/disposal of investments, nancing charges and gains/losses arising on

investments. Ongoing charges are based on costs incurred in the year as being the best estimate of future costs.”

Please refer below for a breakdown of the ongoing charges:

30 September

2025

30 September

2024

Total expenses for the year: 1,316,156 1,167,518

Expenses excluded from the calculation:

Sundry expenses (946) (13,420)

Transaction fees (43,112) (30,571)

Foreign exchange losses 1,023 8,240

Total ongoing charges for the year 1,273,121 1,131,767

The AIC’s methodology for calculating an ongoing charges gure is based on annualised ongoing charges of

£1,273,121 (30 September 2024: £1,131,767) divided by average NAV in the period of £73,273,585 (30 September

2024: £65,956,099).

The AIC’s methodology for calculating average NAV for the purposes of the ongoing charges gure is to use the

average of NAV at each NAV calculation date. On this basis the average NAV gure has been calculated using the daily

NAVs over the years ended 30 September 2025 and 30 September 2024.

The ongoing charges ratio for the year ended 30 September 2025 was 1.74% (30 September 2024: 1.72%).

Useful information for shareholders (unaudited) (continued)

86River UK Micro Cap Limited

Annual Report and Financial Statements 30 September 2025

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