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River UK Micro Cap Ltd Interim / Quarterly Report 2026

Jun 4, 2026

10550_rns_2026-06-04_61eb5aa4-b92b-487b-ae06-8e62f1495ff8.pdf

Interim / Quarterly Report

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RIVER UK MICRO CAP LIMITED

HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS ENDED 31 MARCH 2026


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 diversified portfolio of United Kingdom (“UK”) micro-cap companies, typically comprising companies with a free float 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.

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 the 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 (the “FCA”). George Ensor, the appointed fund manager, has been responsible for the Company’s portfolio since February 2018. Refer to page 16 for George’s biography.

Capital redemptions and dividend policy

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 its 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 3 for capital redemptions made to date.

The share buyback programme commenced on 4 August 2025 for a maximum consideration of £2 million. On 26 March 2026, the Company announced the continuation of the share buyback programme for another maximum aggregate consideration of £2 million. Refer to page 3 for share buybacks during the period.

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 financial 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.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

CONTENTS PAGE
Financial Highlights and Performance Summary 2
Chair’s Statement 4
Portfolio Manager’s Report 6
Executive Summary 17
Board Members 23
Directors’ Statement of Responsibilities 25
Independent Auditor’s Review Report 26
Unaudited Condensed Interim Statement of Comprehensive Income 27
Unaudited Condensed Interim Statement of Financial Position 28
Unaudited Condensed Interim Statement of Changes in Shareholders’ Equity 29
Unaudited Condensed Interim Statement of Cash Flows 30
Notes to the Unaudited Condensed Interim Financial Statements 31
Company Information 40

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

FINANCIAL HIGHLIGHTS AND PERFORMANCE SUMMARY

Performance for the six months ended 31 March 2026

The Company compares its performance to the Numis Smaller Companies plus Alternative Investment Market ("AIM") (excluding Investment Companies) Index (the "Comparative Index").

During the six months ended 31 March 2026, the NAV total return of the Company underperformed the Comparative Index by 0.7%¹, delivering a NAV total return of (5.7)%, compared to (5.1)% posted by the Comparative Index (31 March 2025: outperformed the Comparative Index by 5.0%).

As at 31 March 2026 As at 30 September 2025 As at 31 March 2025
NAV £77.1 million £84.0 million £67.3 million
Number of Ordinary Shares in issue and outstanding 32,873,489 33,732,954 33,897,954
NAV per Ordinary Share² £2.3464 £2.4893 £1.9864
Ordinary share price (bid price)³ £2.0600 £2.0000 £1.6400
Ordinary share price discount to NAV⁴ (12.2)% (19.7)% (17.44)%
NAV total return⁵ (5.7)% 22.3% (2.4)%
(Loss)/profit after taxation and total comprehensive (loss)/income £(4.9) million £15.3 million £(1.6) million
Basic and diluted (loss)/profit per Ordinary Share £(0.1465) £0.4526 £(0.0484)

Performance since inception

NAV total return⁵ from inception (net of all fees) was 8.0% (31 March 2025: 7.1%) on an annualised basis, outperforming the Comparative Index total return⁶ of 4.9% (31 March 2025: 4.3%). Refer to the chart below showing the NAV total return versus the Comparative Index from inception:

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RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

Capital redemptions

Since inception to 31 March 2026, the Company has exercised its Capital Redemption Mechanism on five separate occasions, as detailed below:

Redemption Date Redemption price per Ordinary Share^{7} 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
Total 34,609,615 £76,924,351

Refer to note 10 for full details of the Company's Capital Redemption Mechanism, including the conditions required for the Company to be able to operate the Capital Redemption Mechanism.

Share buybacks

During the period ended 31 March 2026, the Company repurchased 859,465 Ordinary Shares in the market at a simple average price of £2.23 for a total cost of £1,928,719, including transaction costs of £9,633 (30 September 2025: 165,000 Ordinary Shares repurchased). Refer to note 10 for further details.

  1. The reported figure may not equal the exact calculated difference as the figures have been rounded to one decimal place.
  2. The NAV per Ordinary Share is the value of all the Company’s assets, less any liabilities, divided by the total number of Ordinary Shares in issue and outstanding at period/year end.
  3. Source: Bloomberg.
  4. As the Company’s Ordinary Shares are traded on the London Stock Exchange’s Main Market, the share price may be higher or lower than the NAV. The Company’s discount / premium to NAV is the difference between the Ordinary Share price (bid price) and the NAV per Ordinary Share on the same day. This comparison is expressed as a percentage.
  5. The NAV total return measures how the NAV per Ordinary Share has performed on an annualised basis from the initial issuance of Ordinary Shares to 31 March 2026, taking into account capital returns. The Board monitors the Company’s NAV total return against the Comparative Index.
  6. Source: Numis Securities Limited.
  7. Excludes the cost of each redemption, amounting to a total of £33,008 across all redemptions.

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

CHAIR'S STATEMENT

Never a dull moment here at River UK Micro Cap over the last six months. There's much to report on, so without further ado, I'll aim to take you through key events of relevance to your Company.

Performance over the six-month period to 31 March 2026

I was rather hoping to be reporting a stellar set of performance figures in the region of $+25\%$ over the period, but events in the Gulf have brought to a halt a very positive trading environment that was pushing small and micro cap valuations ever higher.

Your Board has great confidence in George Ensor as fund manager and when the macro-economic brakes are released post-conflict, we can see the very positive growth story start to re-emerge, but unfortunately geo-political events can affect performance detrimentally as is clear in the chart below:

The Company's performance - 6 months ended 31 March 2026
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River UK Micro Cap - total return vs. IT UK Smaller Companies - total return
1 October 2025 - 31 March 2026 Source: FE fundinfo, 1/10/2025 - 31/03/2026

This positive period of performance growth, prior to the Iran war (still unresolved at the time of writing) was powering the Company towards the sixth capital redemption, where investors receive a cash payout when the Company achieves NAV over £100 million. Clearly, a little more patience will be required until we can make that next payout to you. Hopefully, you can see that once a little global stability returns, we can get back to performing strongly.

I'll leave George, our fund manager, to cover the details of our investment strategy and how we provide unique access to an exciting portfolio of micro cap companies listed here in the UK.

Macro-economic & geo-political instability is not a friend to stock markets in general, but it does have a negative impact on vehicles that invest in smaller companies. Lower inflation and downward trending interest rates are all helpful to smaller companies and we believe that these are around the corner, just delayed by the situation in the Middle East.

That said, we are confident of returning stability and have started preparing for the next redemption. We made a pledge to shareholders last August that, if the Company could not produce another redemption by June 2028, we would wind it up and return capital to investors. We were tantalisingly close to a capital return within the next couple of months, so we know the Company can do what it was designed to do, is still relevant and are confident of achieving our aims of a redemption well within the deadline.

Something that might have caught your eye recently is the planned acquisition by Liontrust Asset Management Plc ("Liontrust") of our Portfolio Manager.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

We appointed the Portfolio Manager to manage the portfolio at inception in 2014 and they are carefully monitored and managed by your Board on your behalf to ensure that they are delivering to our high expectations.

Followers of the Company will know that they have been doing a good job and we have a high regard for George and his team, all of whom will move to Liontrust.

Liontrust is a significantly bigger asset management group with over £21 billion of assets under management, 59 funds and a forward-looking management team. What this means for you, as investors in the Company, is a much greater resource backing us up. In practice, we will be able to draw on a large marketing team and increased activity, which we estimate will boost demand for the Company, increase the share price and reduce the discount. Consequently, we believe that Liontrust is a good home for George and his team and we should be able to attract new investors much more competitively going forward.

Last year, we implemented a share buyback programme, to assist with discount management and, whilst this has definitely helped, we believe that Liontrust's marketing muscle will help make a big difference to the Company's prospects, post transaction completion.

In March 2026, we hosted our AGM with all resolutions passed. Our articles require all formal shareholder meetings to be held outside the UK, but as part of our endeavour to improve our accessibility to existing and new shareholders, we are exploring whether there would be interest in a shareholder event in the UK? Sign up to receive our updates for more information about this: https://go2.river.global/I/872831/2026-01-29/jgx823.

We hope you have noticed that we have greatly increased the level of shareholder communication: quarterly shareholder updates and portfolio snapshots are broadcast regularly on Investor Meet Company and beyond, newsletters and monthly factsheets have been improved and our annual and interim reports have also had a makeover, making them easier to read.

Further, we have been making ourselves more visible and accessible by attending some investor shows, including the upcoming AIC Showcase on Friday 9 October 2026 and the recent Master Investor Show.

To ensure we keep you fully up to date, given all that's going on, please subscribe to your Company's communications here: https://go2.river.global/I/872831/2026-01-29/jgx823.

I do hope you continue to benefit from our unique investment opportunity and maybe I'll have the pleasure of meeting you during a broadcast, or event, over the coming months.

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John Blowers

Chair

3 June 2026


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

PORTFOLIO MANAGER'S REPORT

Executive Summary

  • The war in Iran is likely to delay rate cuts and have a significant impact on discretionary consumer spending given the equilibrium price required for energy and refined products to ensure availability.
  • Small cap indices trade at a 15-year record discount to the FTSE 100 which is likely to support our returns over the next five years.
  • UK Smaller Companies have experienced a massive relative de-rating over the last five years and trade at trough earnings multiples, presenting attractive risk/reward.
  • The Company’s NAV per share fell by 5.7% since the end of September 2025, underperforming the Comparative Index by 0.7%. NAV has outperformed by 16.2% over the last 3-years.
  • First quartile performance for the Company in the AIC UK Smaller Companies sector over 1, 3 and 10-years, second quartile over six-months.¹
  • We made four new investments in the period:
  • Corero Network Security – a cyber security business acquired on a Growth investment case.
  • The Beauty Tech Group – an at home beauty device company delivering rapid Growth.
  • Proservice Building Services Marketplace – an early-stage Growth business following the transformation of HSS Group.
  • North Sea Oil and Gas business Jersey Oil & Gas – an asset backed Recovery investment case.

Market Backdrop

The investment backdrop has materially evolved in the last six months. The interim period started with declining developed market interest rate expectations – a useful backdrop for the relative performance of smaller companies given the bias to more interest rate sensitive sectors. The HALO trade – heavy assets, low obsolescence – was the market reaction to the uncertainty in the terminal values of long duration software companies. Given this was broadly a preference for value cyclicals over quality growth, our pragmatic approach to style positioned us relatively well.

The challenge the market has had with events in the Gulf is, in our opinion, that the range of potential outcomes is extremely broad and dependent on the duration that the Strait of Hormuz is effectively closed, which is impossible to forecast. It seems likely that Iran, having successfully leveraged the passage of the strait, uses this tactic in the future and therefore supply chains and inventories will need to evolve to this change in the geopolitical landscape.

Market interest rate expectations for the UK – below on the left – have moved from expecting 50bps of cuts to, at the peak, pricing over 150bps of rate hikes, a swing of 2% in a little over two weeks. The more domestically orientated UK mid-and-small caps are highly correlated to interest rate expectations. Our best guess is the interest rate cutting cycle is delayed but resumes. Both private sector wages and unemployment have been on a deteriorating trend for the last 12-18 months which is a key difference from the prevailing environment ahead of Russia’s invasion of Ukraine and the subsequent energy shock. Another important difference is the starting level of interest rates which are restrictive today whereas they were much more accommodative in 2021.

¹ Source: River Global Investors LLP, BNP Paribas, Bloomberg, Morningstar Direct. Performance to 31 March 2026.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

Number of 25bp Bank of England cuts/hikes priced in by end-2026
img-3.jpeg
Source: Peel Hunt Economics, Bloomberg LP, 15 April 2026.

The first quarter of 2026 has been a pivotal moment for software valuations marked by a phenomenon analysts have dubbed the 'SaaSpocalypse'. The catalyst was Anthropic's addition of a legal task plug-in to Claude AI in early February which crystallised investor fears that AI could render traditional software vendors obsolete.

There was a largely indiscriminate sell-off in traditional SaaS (software-as-a-service) companies – as illustrated below. The second chart shows that our software holdings – 1Spatial (acquired by VertiGIS), Eagle Eye, Corero (a recent addition), ActiveOps, GetBusy, Netcall, Kooth, Tracsis and Microlise (profit warning in November) – generally outperformed the peer group. We expect this is largely a result of the fact that the starting valuation for most of our holdings, in our opinion, implied little terminal value for the market to re-price.

UK Software: 1-year sector performance and 6-month share price performance
img-4.jpeg
Source: Feel Hunt Economics, Bloomberg LP, 15 April 2026.

img-5.jpeg
UK Software: FastSet, CG

Source: FactSet, CG
img-6.jpeg
Source: FactSet, CG
Source for both: Canaccord Genuity, Factset, 31 March 2026.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

The disconnect between collapsing multiples and continued spending growth suggests the market is repricing terminal value and long-term defensibility rather than near-term performance. The market is fearful of the emerging threat to traditional software company moats from AI. There is anxiety around ‘seat compression’ - the expected fall in software seat count as AI agents automate human tasks. There is also anxiety around lower barriers to entry with ‘vibe coding’ threatening the traditional buy-vs-build equation. Tools like Claude Code make it easier for enterprises to build custom internal tools reducing the need for expensive third-party solutions. Market concerns regarding AI disruption have not been confined to software only; data/intelligence platforms, classified and advertising agency businesses have also been impacted, the former at risk from platform disintermediation by LLMs and the latter at risk from AI commoditising content creation, lowering fees or driving clients to in-house creative work.

To navigate the risks and opportunities presented by AI, we built a simple AI disintermediation framework to assess which portfolio companies are best / worst positioned. We turned this framework into a detailed prompt and used one of our third-party AI tools to assess portfolio holdings and score them based on this framework. The analysis provided a helpful foundation for our bottom-up fundamental analysis (i.e. not a substitute) and accelerated information gathering across many disparate documents. We are mindful of the bias inherent in many of the external documents (company management teams and corporate brokers are all on the defensive regarding AI risk!) on which the AI output is framed; exercising our own judgement is critical.

  • Does the company benefit from truly proprietary data and insights that cannot be approximated from publicly available data?
  • Does the software price on a per seat/user basis or on a usage/outcome basis?
  • Are brand, trust and customer relationship significant considerations for the company’s customers and/or are the company’s products/services deemed mission critical and ‘good enough’ substitution is not an option?
  • Is the solution vertical specific with deep domain expertise, significant last mile complexity and/or complex integration?
  • Does the company benefit from defensible network effects (i.e. customer bases that make products / services more valuable as they grow)?
  • Is there evidence of the company having the operational maturity to successfully implement AI (e.g. centralised data, modern tech stack, AI talent) and being proactive versus peers in adopting AI to drive competitive advantage?
  • Is there any evidence that the company has unhappy customers (e.g. low customer satisfaction reflected in poor NPS scores; visible frustration on public platforms) who have been unable to switch ('hostages' or 'captives')?
  • Is there a high probability of the company having to re-set margin expectations lower due to increased technology investment in AI?
  • Does the company have strategic value i.e. unique benefits, competitive advantages, or synergy potential to an acquirer beyond its standalone fundamentals?

Netcall is a high conviction enterprise software business that scores well on the framework above. We believe it has a defensible position against AI disintermediation because of the following business features:

  • Vertical specific: Netcall specialises in digital transformation primarily in the government, financial services and healthcare sectors which are characterised by complexity, with many customers and employees and high levels of regulatory requirements.
  • Mission critical: Over 700 customers run business-critical workflow on Netcall’s software, including two thirds of NHS Acute Health Trusts and a third of UK councils. Netcall’s software integrates directly with many NHS specific systems. The complex bespoke integrations, the compliance structures around them and the encoding of years of workflow logic cannot be easily replicated by AI.
  • Trust and proven track-record: Netcall’s customers are typically risk averse and value proven track-records, particularly given their stringent data security and governance requirements. The group has established domain credibility over many years that an AI native entrant would need to replicate. High switching costs play to Netcall’s advantage.

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

  • Enabler of AI: Netcall's customers are typically characterised by fragmented, costly legacy IT estates consuming about $70\%$ of their budgets with limited capacity to invest in building internal AI capability and skills. Netcall is enabling AI (rather than being a target of it) for its customers that seek enterprise grade solutions that are scalable, cost effective and importantly safe and secure with strong governance and quality controls.
  • Sustained high R&D investment: At around $15\%$ of sales, this underpins ongoing product innovation including AI capabilities and suggests a low probability of re-setting margin expectations.

Netcall's interim results in March revealed that AI is catalysing increased customer interactions, which has accelerated new logo growth. Importantly, this is ROI driven rather than hype led. The group has a robust track-record of compounding strong and consistent double-digit growth in cloud based recurring revenue (the key value driver) but the market discounts fade in growth with the business trading on $< 2.9\mathrm{x}$ EV/sales 1-year forward. Our conviction in sustainable high growth ahead of expectations is underpinned by a proven 'land and expand' growth strategy supported by high levels of customer satisfaction - as evidenced by the high renewal and net revenue retention rates. The group has a successful track-record of inorganic growth, and we expect it to continue exploiting its strong net cash balance sheet to pursue value accretive acquisitions that expand the product offering and access to new verticals.

Performance Review and Attribution

The below table shows the Company's NAV per share performance compared with the AIC UK Smaller Companies sector.

Period NAV per share (%) Numis Smaller Companies plus AIM (ex I£s) Index (%) Difference (%) Quartile
6 Month -5.7 -5.1 -0.7 2
1 Year 18.1 11.0 7.1 1
3 Years 30.1 13.9 16.2 1
5 Years -18.1 -3.4 -14.7 4
Since Inception* 139.4 71.3 68.1 1

Source: River Global Investors LLP, BNP Paribas, Bloomberg, Morningstar Direct. Performance to 31 March 2026. Amounts may not equal the exact calculated difference as the figures have been rounded to one decimal place. *Since inception is 02 December 2014. Note: NAV data is based on daily unaudited estimations. Quartiles are representative of the Company's NAV performance, compared with the AIC UK Smaller Companies sector's total return performance.

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RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

Source: River Global Investors LLP, Bloomberg LP, Deutsche Numis, 31 March 2026.

The portfolio once again benefitted from M&A with both 1Spatial and Inspecs being bid for. Inspecs, the eyewear solutions provider held on a Recovery investment case received a recommended cash offer from a consortium of investors at a $+107\%$ premium and we subsequently exited our holding. 1Spatial is being taken private by VertiGIS at 73p (a $57\%$ premium to the previous close).

Venture Life, which owns and promotes a portfolio of self-care brands, completed the disposal of the manufacturing business (£52m / 11x EBITDA) and the legacy Oral Care brands (up to £4.5m / 11x EBITDA). The market value of the entire business was c.£50m ahead of these announced disposals (which represented approximately a third of group profits), which points to the massive mispricing of the shares over the last few years. Whilst forecasts have moved to a 17-month period to allow the group to move the year-end out of the busiest phase of the year, using the realised December 2025 results, the company is now trading on a trailing multiple of c.8.4x² EBITDA which, interestingly, remains below the multiple for both disposals – and below the multiple that Alliance Pharma was taken private at of 10x – and fails to recognise the scope for margins to improve as scale is rebuilt through the ongoing buy and build. The latest results demonstrate ongoing double-digit organic growth with growth for the quarter to the end of March 2026 running at +18%.

Capital, a service provider to gold and copper miners in Africa, Pakistan and the US, continues to report a highly favourable demand environment supported by ongoing increases in capex spend by mining companies. For us, the key positive from the recent full-year results was the improvement in the margin which had been on a declining trend since 2023 but posted a significant improvement in the second half of 2025. Profitability was supported by improving utilisation of both drilling equipment and the labs business, a high growth business that moved from loss making to profitable in the second half. We expect the shares would have performed better had Barrick not announced a review of their Reko Diq copper project in Pakistan given escalating security risks for which Capital has a substantial mining contract.

ActiveOps, an enterprise SaaS business which came to market in March 2021 at an IPO price of $168\mathrm{p}$ , has been one of the key drivers of our performance over the last few years with the shares hitting an all-time high of $286\mathrm{p}$ in January. We last purchased shares at $94\mathrm{p}$ in April 2025 and have been taking profits since to maintain an appropriate position size (4.9% of the Company at the end of March 2026).

Remarkably, whilst the share price was largely unchanged in the six-month period, there was a gain of over $60\%$ from the end of September 2025 to their peak in January 2026. We expect the subsequent reversal is a result of profit taking in a company that has outperformed a sector that has performed poorly. Specifically on the threat of AI to the business – we believe, given the company's wealth of proprietary data and vertical expertise to highly regulated sectors, that ActiveOps is more likely to be a beneficiary than a loser. Results for the year to the end of March 2026, which were published in April 2026, demonstrate ongoing strong organic revenue growth (+24% constant currency annualised recurring revenue growth) – as the chart below illustrates is peer group leading – and strong cash generation (£23.6m net cash which compares to a market capitalisation of £140m³).

img-8.jpeg
UK Small and Mid Cap Software fastest organic ARR Growth
Source: Canaccord Genuity, 21 April 2026.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

We expect Keystone Law is another business that the market has assigned as an 'AI loser'. Keystone Law is currently trading on c.14x earnings, the lowest multiple it has traded at since IPO, and well below the long-term average earnings multiple of 27x (as shown in the chart below). It is also trading on its narrowest premium to the FTSE All-Share earnings multiple at 1.06x (which is shown in green). This is despite ongoing strong earnings momentum with the company recently upgrading guidance for revenue and profits. To what extent future revenue growth is, if at all, impacted by AI is impossible to tell but the current share price implies less future value today than it has at any other time and that strikes us as an opportunity. Keystone's business model, which is unlike most in the sector, is less geared to lawyer utilisation given their revenue share agreement with self-employed partners and we would therefore expect Keystone's profitability to be more resilient in the event of (an unlikely) drop in the legal activity.

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Source: River Global Investors LLP, Bloomberg, 20 April 2026.

Supreme, a manufacturer, distributor, licensee and brand owner of consumer goods did not disappoint versus market expectations at its first half results. However, we think it was impacted by challenges in its legacy businesses, specifically Lighting and Batteries, and modest growth momentum in its core Vaping business which has had to navigate a disposable vaping ban in the UK and a transition to pod systems. The group is increasingly reliant on its buy and build strategy focused on underappreciated drinks and wellness brands to drive growth and positive earnings momentum. A significant insider sale in the period was also unhelpful; however, the CEO does still retain a material shareholding (54%). Post period end, the group reported full-year results with sales and EBITDA +8% and +10% ahead of consensus respectively, driven by stronger than expected growth in vaping and the positive impact of recent acquisitions and new product launches. The shares have subsequently recovered a lot of the underperformance in the period.

Online retailer Gear4Music, which has been delivering strong operational performance on the back of industry consolidation in both the UK and Europe, has de-rated on the back of what we expect to be concerns over consumer discretionary spending power. The company reported results for the twelve months to the end of March 2026 in April 2026. The company grew revenue at 30% whilst expanding gross margins, EBITDA grew by 81% from £10m to £18.1m and, despite initiating an investment phase to expand capacity which reduced cash generation by £3.6m, net debt dropped from £6.4m to £5m. The current market capitalisation of £54.5m⁴ puts the company on a trailing EV/EBITDA multiple of just 3.3x which we believe fails to recognise the market leading online proposition.

Microlise, a fleet software company business that has a dominant position in large UK fleets (including 88% of UK grocers), issued a profit warning in November 2025 reducing revenue, profit and net cash expectations for 2025. The company has since delivered in-line with the lowered revenue and profit expectations and beat on the cash guidance. Having delivered 7.5% growth in recurring revenue in 2025 but 16% growth in growth from direct customers, OEM related revenues – where Microlise software is embedded within new trucks – has and continues to be a headwind. Net cash closed the year at £16.7m, representing 23% of the company's market capitalisation. On 2025 results, the company trades on 1x recurring revenue and 7x EBITDA – multiples that we rarely see for software companies.

4 As of 24th April 2026, based on share price of 260p.
5 As of 24th April 2026, based on share price of 64p.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

Flowtech – a specialist distributor of mission-critical fluid power components with scale in a niche fragmented market – is owned on a cyclical Recovery investment thesis. There is underlying evidence of operational improvement although it is masked at the headline level by cyclical headwinds. Weak interim results in September 2025 (-12% organic growth) implied an implausibly higher than normal 2H profit weighting and given operating and financial leverage (interim margin dropped to low single digit and net debt was higher than expected) the shares de-rated in the period. We added significant incremental capital to our holding via the January 2026 equity raise close to our bear case valuation to fund a value accretive acquisition – attributable to the low multiple paid of 4.6x trailing EV/EBITDA pre synergies – that accelerates growth in the higher growth potential European market whilst also supporting balance sheet deleveraging. Management’s sensible re-set of market expectations at full year results in January 2026 given challenging end-market conditions paves the way for a return to positive earnings momentum which, alongside falling leverage, should drive a recovery in the rating.

Activity

We initiated four new positions in the period:

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Corero Network Security is a cybersecurity solution business focused on customer continuity, availability and uptime, a growing issue and one which is increasingly recognised by regulators. This is driving strong demand growth for Corero's unique software-based, hardware agnostic, fully managed service solution which is priced competitively versus incumbents. Targeting renewals at the large incumbent providers alone provides significant runway for growth and the incumbents are unlikely to pivot to Corero's technology as it would significantly reduce their revenue potential – a classic innovator's dilemma. The group's full year trading update in January 2026 showed improving second half revenue growth momentum and continued strong sequential (+11%) annual recurring revenue growth.

There is high visibility over upgraded consensus full-year revenue forecasts given the shift to subscription billing, implying a much weaker year-on-year contribution from upfront license sales to hit expectations. The group is well invested to scale with high drop-through on incremental deals which should drive profit and cash flow improvement from breakeven levels. Financial risk is not as high as perceived given the sequencing of large customer renewals relative to the expected cash position. Valuation remains attractive at 2.5x 1-year forward EV/sales, a material discount to UK and global cybersecurity peers with comparable growth prospects and revenue visibility (Corero has over 70% recurring revenue and is delivering rapid growth with annual recurring revenue growth of 23% in 2025).

We think the valuation dislocation versus the strong growth potential reflects the market's myopic focus on short-term modest P&L losses which is a function of the faster than expected customer switch from licensed to SaaS sales and the group's current lack of scale.

The Beauty Tech Group leverages clinically proven technologies to produce at-home skincare and hair removal devices. At-home beauty devices are a nascent but high growth market segment, where increasing penetration has supported a 3-year revenue CAGR of 79% in the company's Own Brand portfolio (the company has exited third party sales). A rapid expansion in margins has supported a higher growth rate in profits. We participated in the IPO (initial Public Offer) in October 2025, which came at an attractive valuation of c.13x price-earnings on what we believed were very conservatively set forecasts.

We are pleased to see the company, in the short term at least, establish a 'beat and raise' track record – with two upgrades to consensus expectations in its first 3 months as a listed company and 2026 forecasts upgraded in April


RIVER UK MICRO CAP LIMITED FOR THE SIX MONTHS ENDED 31 MARCH 2026

2026 – and we continue to see upside risk to numbers from continued traction with its core CurrentBody product range (c.90% of revenues) and from a successful relaunch of recently acquired brands ZIIP and Tria. Despite the strong operational performance, at the end of March 2026, the shares were trading below the October 2025 IPO price.

ProService Building Services Marketplace is a capital light, digital marketplace business acting as principal, matching a large and diverse buyer and seller base, primarily in equipment hire. The company is the result of a transformation of HSS Group which has pivoted from a Recovery® to Growth investment case – a function of selling its capital intensive and operationally complex traditional hire business. There is a step-change in profitability and cash flow as the group replaces internal supply with Speedy Hire’s more cost-efficient equipment supply, materially improving group margins. There are also additional revenue streams as Speedy Hire will procure customers’ re-hire, resale and training requirements through ProService. The group trades on < 4x 1-year forward EV/EBITDA and its current share price (4.8p/share) is materially below the level at which Speedy Hire acquired its 9.9% stake in the company (c20p/share estimate). We believe the depressed rating in a function of a lack of standalone entity trading history, weak end-market dynamics (Speedy Hire downgraded full year expectations following a deterioration in market conditions through its final quarter to March 2026), sensitivity to rising interest rate expectations and phasing of cash generation (there is a period of elevated leverage as the business transformation completes).

Jersey Oil & Gas owns a fully carried 20% stake in the Greater Buchan Area (GBA) – the Buchan Horst field has previously been in production until the retained FPSO (floating platform storage and offloading) reached the end of its usable life. Alongside the higher profile Rosebank and Jackdaw developments, the environmental impact assessment for Buchan needs to be re-submitted following the Finch ruling (requires downstream greenhouse gas emissions – produced when extracted fuel is burned – to be considered before approving new fossil fuel projects). We believe the equity is significantly underpriced on the assumption that development is approved and the field goes into production.

This asset backed investment case is therefore an option on the UK taking a more pragmatic approach to managing resources that are required for the energy transition, which provide employment and tax revenues and have lower emissions when produced locally. We expect to see an early introduction of the Oil & Gas Price Mechanism and approval from the Department for Energy and Net Zero for new developments, each of which we would expect to de-risk the project for NEO Energy, the operator of the Buchan project.

Philosophy & Process Insight: AI Enabled Investment Process

Two years ago, we were using passive generative AI via generic LLMs (large language models, e.g. Chat GPT) to summarise information, perform sentiment analysis and answer questions. The propensity to hallucinate was high and the standard LLMs struggle with maths as they operate using statistical text-based prediction. The propensity to hallucinate improved as we switched to using Google Notebook LM (answers based on provided sources only). Initially, our use of AI was as an efficiency tool focused largely on document search and retrieval.

Today we are using vertical specific agentic AI tools trained on curated financial data (e.g. sell-side research, company filings). These models are capable of reasoning, reflecting, and acting iteratively toward a goal. They can do maths by offloading computational tasks to a calculator rather than trying to guess the answer based on language patterns. It functions like a junior analyst, performing relatively complex, adaptive research autonomously. Today, our AI use has evolved beyond exploiting simple operational efficiencies and towards being a competitive advantage in our investment process.

AI tools and tangible use cases

We are currently finding third-party AI tools particularly useful for these specific components of our investment process:

  • Idea generation: Finding companies that fit specific mental models or investment theses (i.e. company lifecycle: growth, quality, recovery investment cases). We have created company 'lifecycle specific prompts' leveraging our existing checklists. We have found a process of iterative prompt refinement drives better AI output quality and relevance. This is helping to accelerate the 'first pass' stage of our research process by saving hours gathering data and insights across many documents.

6 The position was initiated as a Growth investment case; we had previously considered the business as a Recovery investment case.


RIVER UK MICRO CAP LIMITED FOR THE SIX MONTHS ENDED 31 MARCH 2026

  • Context building: Quickly gaining foundational knowledge on companies and industries. Previously this was a very time intensive process. AI company primers are proving a valuable tool for rapidly building context.
  • Position monitoring: Tracking portfolio companies and their ecosystems (competitors, suppliers, customers) more comprehensively and efficiently than manual methods. AI earnings briefings, read-across and deep news reports are proving helpful for monitoring.
  • Counter-thesis: Credible bull/bear case using primary or secondary sources to challenge our thesis, overcome behavioural biases and blind-spots.

We don't believe there is one single third-party AI tool that meets all our requirements, so we are running multiple tools in parallel. For example, one of our AI enabled research tools excels at breadth of discovery (as it has access to sell-side research, expert transcripts, premium external sources and company filings), speed of monitoring across a wide universe and directed search and retrieval. The key value is a more efficient document search capability. In contrast, another AI enabled research tool deliberately focuses on company filings; as a result, it is better suited to analytical work (first principles view only, excludes biases from external framing, although there is still company data bias!). It can reliably perform institutional grade analytical research (e.g. accounting quality checks, thesis challenge, scenario and peer group analysis).

AI is removing the drudgery from our job e.g. the gathering and comprehension of information from disparate sources, baseline financial modelling – we expect these tasks will become widely commoditised. It is compressing the analysis cycle, making our human judgement scalable, enabling us to turnover more rocks. Information asymmetry is no longer sufficient for a fundamental edge. That said, we don't believe AI will make markets perfectly efficient and rational. Behavioural mispricing will still exist as it will shift from human bias to machine bias (e.g. skewed model training data that mirrors human bias).

Instead, human elements like trust and exercising complex judgement will increasingly represent a fundamental edge. For example, spotting when AI output doesn't make sense, designing differentiated AI prompts and workflows that yield outputs that others can't replicate, moving faster on new ideas with high conviction, recognising where biases are present and triangulating multiple sources (as it is challenging to eliminate entirely) to uncover the truth.

We are fast becoming AI augmented analysts / portfolio managers and given the rapid rate of change in technology, we keep an open mind to trialling new third-party AI solutions and continually evolving our process.

Outlook

The table below shows our discrete performance for each financial year since the strategy was launched in December 2014. It is a track record which we believe justifies the focus on searching for new ideas in the bottom 1% of the UK listed equity market by value; an area of the market which is difficult for most institutional capital to access and which has challenged economics for sell-side coverage.

We believe – consistent with the performance of some of our holdings over the last few years – that sentiment towards this part of the market is thawing. It appears to us that retail interest is also returning. We would hope to see this benefit the valuation at which our portfolio holdings' strong fundamentals are valued and our own discount to NAV.


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| | Sept 15
110 months | Sept 16 | Sept 17 | Sept 18 | Sept 19 | Sept 20 | Sept 21 | Sept 22 | Sept 23 | Sept 24 | Sept 25 | Mar 26
(PM YTD) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| NAV Performance | 13% | 14% | 45% | 25% | -17% | 9% | 59% | -48% | 4% | 15% | 22% | -6% |
| Style Bias | Growth | Growth | Value | Growth | None | Growth | Value | Value | Value | Value | Value | Value |
| Interest Rates | Neutral | - | Neutral | + | + | - | Neutral | + | ++ | - | - | Neutral |
| GDP vs Trend | Above | Trend | Trend | Trend | Below | Below | Below | Above | Below | Below | Below | Below |
| Small Cap Premium | ++ | - | + | - | -- | ++ | ++ | -- | -- | = | - | -- |
| Rel. Performance | 5% | 4% | 24% | 22% | -10% | 12% | 14% | -21% | 1% | 1% | 14% | -1% |
| Quartile | 3rd | 1st | 1st | 1st | 4th | 1st | 1st | 4th | 3rd | 3rd | 1st | 2nd |
| Perf Rel. AIM | 10% | 0% | 21% | 14% | 2% | -2% | 29% | -14% | 12% | 11% | 14% | 2% |

Source: River Global Investors LLP, BNP Paribas, Bloomberg. Performance to 31 March 2026. Since Inception is 02 December 2014. "Rel. Performance" is performance relative to Numis Smaller Companies + AIM ex Investment Trusts. "Perf Rel. AIM" is performance relative to All Share. "Small Cap Premium" is performance of Numis Small Cap + AIM ex Investment Trusts relative to UK All Share with a double sign (++ or --) indicating performance delta was more than 10%.

The table shows that the small cap premium has not been positive since September 2021. Outflows from the open-ended UK smaller companies peer group have been unprecedented, as is the quantum and the extent of the underperformance (which is shown on the chart below).

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Source: Bloomberg LP, River Global Investors LLP, data as of 31 March 2026.

The underperformance of smaller versus large over the last five years can also be seen in absolute and relative earnings multiples. From the chart below, we can see that the FTSE 100 (green line) trades at c.10x EV/EBITDA and in the upper half of its 15-year range. This is clearly not the case for our more domestically orientated mid cap (FTSE 250 / dark blue) and small cap (AIM, orange and FTSE Small, light blue). The relative argument is even more compelling – there is a record discount for each of the domestic indices to the FTSE 100. The opportunity this presents is likely to be proven over the next five years.


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img-12.jpeg
Source: Bloomberg LP, River Global Investors LLP, data to 31 March 2026.

Should we experience an outperformance of smaller companies – something we believe is, at some point, inevitable – then we would expect, as we historically have, to deliver strong absolute and relative performance for shareholders.

George Ensor

Fund Manager

River Global Investors LLP

3 June 2026

This Portfolio Manager’s Report is compiled with reference to the investment portfolio. Therefore, all positions are calculated by reference to their official closing prices (as opposed to the closing bid prices basis within the condensed interim financial statements, the resulting difference is not considered to be material). The estimated unaudited NAV is calculated on a daily basis utilising closing bid prices and is inclusive of all estimated charges and accruals.

Fund Manager Biography

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 five 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 RGI UK Listed Smaller Companies Fund and the Company. George is a CFA charter holder.


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FOR THE SIX MONTHS ENDED 31 MARCH 2026

EXECUTIVE SUMMARY

This Executive Summary provides information about the Company’s operation and results for the six months ended 31 March 2026. 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 period 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 registered 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 has no fixed life. The Directors shall propose one or more ordinary resolutions at every fifth Annual General Meeting (“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 Capital 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’s Ordinary Shares are listed on the Equity Share (Commercial Companies) segment of the Official List as maintained by the FCA and admitted to trading on the Main Market of the London Stock Exchange.

The Company has appointed BNP Paribas S.A., Guernsey Branch (the “Administrator”) to provide administration, custodian and company secretarial services.

The Company is a member of the Association of Investment Companies (the “AIC”).

Share Capital

The Company’s share capital is denominated in Sterling and all issued ordinary shares (with the exception of treasury shares) are fully paid-up and carry full voting rights with no voting restrictions that apply.

31 March 2026 30 September 2025
Number of Ordinary Shares in issue 33,897,954 33,897,954
Number of Ordinary Shares in issue and outstanding 32,873,489 33,732,954
Number of Ordinary Shares held in treasury 1,024,465 165,000

Significant events during the six months ended 31 March 2026

Annual General Meeting (“AGM”) held on 11 March 2026

All resolutions proposed at the Company’s AGM were duly passed. Two resolutions received significant votes against them, refer to the section below for further details.

Proposed sale of the Group

On 16 March 2026, it was announced that there was a proposed acquisition of River Global Holdings Limited, the holding company of the Portfolio Manager, River Global Investors LLP, by Liontrust Asset Management Plc.

Share buybacks

During the period ended 31 March 2026, the Company repurchased 859,465 Ordinary Shares in the market at a simple average price of £2.23 for a total cost of £1,928,719, including transaction costs of £9,633.

Significant votes against resolutions 6 and 10 at the AGM

The 2024 UK Corporate Governance Code (the “UK Code”) notes that where a significant 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 ‘significant’.

At the Company’s AGM, 21.66% of votes received were against resolution 6 to re-elect Serena Tremlett.


RIVER UK MICRO CAP LIMITED FOR THE SIX MONTHS ENDED 31 MARCH 2026

At the Company’s AGM, 22.07% of votes received were against resolution 10 to amend the Articles of Incorporation to increase the limit on the aggregate amount of Directors' fees from £165,000 to £215,000 in any financial year, refer to note 6 for further details.

Following the AGM, the Company consulted, where practicable, with Shareholders who had voted against Resolutions 6 and 10. The discussions confirmed that many of those Shareholders had relied on the Pensions & Investment Research Consultants Limited advice and that a recurring concern was the lack of clarity in the drafting of the resolutions, particularly with respect to the methodology for any increase in directors' fees.

Company’s response to significant votes against resolutions 6 and 10 at the AGM

The Board notes that the recommendations to vote against the two resolutions were inter-linked and that Resolution 10 did not expressly set out a tiered approach to director fee increases over the relevant period. In response, the Company will ensure that all future AGM notices contain clear, specific and explicit wording for each resolution. In particular, any proposal relating to directors' remuneration will include a detailed rationale and, where appropriate, a tiered fee structure to provide Shareholders with a transparent basis for their vote.

Investment objective

The Company aims to achieve long term capital growth from investment in a diversified portfolio of UK micro-cap companies, typically comprising companies with a free float market capitalisation of less than £100 million at the time of purchase.

Investment policy

The Company invests in a diversified 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.

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 significant 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.

Diversification

The number of holdings in the portfolio will usually range between 30 and 50. The portfolio is expected to be broadly diversified across sectors and, while there are no specific 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.

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


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FOR THE SIX MONTHS ENDED 31 MARCH 2026

sustainable returns to Shareholders, principally in the form of capital gains in line with the Company’s 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.

Director interests

As at 31 March 2026, the Board comprised of four Directors, three of whom are independent: John Blowers, Ted Holmes and Serena Tremlett; Mark Hodgson is managing director of the AIFM and is therefore not regarded as independent by the 2024 AIC Corporate Governance Code. All the independent Directors are also members of the Audit Committee, Management Engagement Committee and Remuneration and Nomination Committee.

As at the date of approval of the Half-Yearly Financial Report, Directors held the following number of Ordinary Shares in the Company:

Director Ordinary Shares held
John Blowers 14,559
Ted Holmes 22,970
Mark Hodgson 7,721
Serena Tremlett 3,432

Information on the Directors’ remuneration and Ordinary Share holdings as at 31 March 2026 and 30 September 2025 is detailed in note 6.

Information on each Director is shown in the Board Members section of this Half-Yearly Financial Report.

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 effective oversight and responsiveness to changing conditions. With support from the AIFM, the Company maintains a detailed risk register that identifies key risks, assesses their likelihood and potential impact, and outlines the mitigating controls in place.

The Board does not consider the risk factors described in the Annual Report and financial statements for the year ended 30 September 2025 have changed and expects them to remain relevant for the remaining six months of the year. The Board looks at the following risk factors as listed below:

1) Shareholder Activism (Probability: Medium)

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 dissatisfied 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, significant 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 Capital 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 Capital Redemption Mechanism prior to 30 June 2028, the Board will present proposals to enable a full cash exit for all Shareholders.


RIVER UK MICRO CAP LIMITED FOR THE SIX MONTHS ENDED 31 MARCH 2026

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. On 26 March 2026, the Company announced the continuation of the share buyback programme for another maximum aggregate consideration of £2 million and subject to Ordinary Shares being available to purchase at up to a price representing a discount of 8.0 per cent.

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.

2) Investment (Macroeconomic Factors) (Probability: Medium)

Impact: Medium

The Company is exposed to market factors. The unrealised performance can be affected by the sentiment of the market, supply/demand of asset types, expectations on unemployment, and Gross Domestic Product growth. High interest rates, an inflationary macroeconomic environment and the threat of global recession may drive down growth stocks especially, which would adversely affect 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 effectively in the event of macro events which impact the value of the Company's assets.

3) Geopolitical Tensions (Probability: Medium)

Impact: Medium

Along with other investment companies, the Company faces an increased and emerging risk from the impact of global political unrest and rising geopolitical tensions from the ongoing conflicts in the Middle East and Ukraine and from US trade tariffs, 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.

4) Liquidity (Probability: Medium)

Impact: Medium

The Company invests in a diversified portfolio of UK micro-cap companies, typically comprising companies with a free float 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 reflects 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.


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5) Cyber Security and Resiliency (Probability: Medium)

Impact: Medium

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 effect on the Company's financial condition, reputation and investor confidence. The Company is reliant upon its respective service providers' cyber resiliency programmes. Any deficiency 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.

6) Reliance on the Portfolio Manager (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.

7) Sustainable Investment (Probability: Low)

Impact: Low

Investors are placing increased emphasis on Environmental, Social and Governance ("ESG") matters, 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.

Going concern

The Directors consider it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements as no material uncertainties exist that may cast significant doubt concerning the Company's ability to continue for 12 months after the date of approval of the condensed interim financial statements. Refer to note 2.1 for further information on going concern.

ESG

The Board detailed the ESG approach of the Company in the Annual Report and financial statements for the year ended 30 September 2025 and it remains relevant for the six months interim reporting period.

21


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Events after the reporting date

The Directors are not aware of any developments that might have a significant effect on the operations of the Company in subsequent financial periods which are not already disclosed in this report or note 14 of the attached condensed interim financial statements.

Future strategy

The Board continues to believe that the investment strategy and policy adopted is appropriate for and can meet the Company’s objectives.

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.

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 affect those investments.

Related parties

There have been no material changes to related party transactions as described in the Annual Report and financial statements for the year ended 30 September 2025. Refer to note 13 for information on related party transactions.


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FOR THE SIX MONTHS ENDED 31 MARCH 2026

BOARD MEMBERS

All Directors are non-executive.

CHAIR

John Blowers, (Independent) – Chair of the Board. Appointed 1 August 2022.

John has been instrumental in the digital revolution in financial services for 35 years, with a series of key achievements. He was involved with the UK’s first digital fund platform at Interactive Investor and went on to design, build and run several digital investment offerings 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 financial media community.

Key Relevant Skills

  • Marketing
  • Retail Distribution
  • Product Design

DIRECTORS

Ted Holmes, (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 office (previously Brinson Partners) and London office (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 Certified Public Accountant license. He has an MBA from the University of Chicago Booth School of Business and is a qualified Chartered Financial Analyst.

Key Relevant skills

  • 29 years of experience in investment management (Chartered Financial Analyst)
  • Investment Oversight
  • Investment Trust Oversight and Governance
  • Qualified accountant, Certified Public Accountant (US CPA)

Mark Hodgson. 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 differing 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 financial services experience, with an extensive banking background. Mark spent over 20 years with HSBC Global Bank where he gained in depth knowledge of credit, financial 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-profile fund boards based in Jersey, Guernsey and Luxembourg. Mark is also a Fellow of the Institute of Directors and a qualified Chartered Director.

Key Relevant skills

  • 30 years financial services experience, 22 years of being the member of various boards
  • Extensive fund risk management experience across multiple asset classes

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

Serena Tremlett, (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 office 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 financial 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

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

DIRECTORS' STATEMENT OF RESPONSIBILITIES

The Directors are responsible for preparing the Half-Yearly Financial Report and unaudited condensed interim financial statements in accordance with applicable Guernsey law and regulations.

The Directors confirm to the best of their knowledge that:

  • the unaudited condensed interim financial statements contained within the Half-Yearly Financial Report have been prepared in accordance with IAS 34 – “Interim Financial Reporting” and provide a fair, balanced and understandable view of the affairs of the Company as at 31 March 2026, as required by the Financial Conduct Authority (“FCA”) through the Disclosure Guidance and Transparency Rule (“DTR”) 4.2.4R;

  • the combination of the Chair’s Statement, the Portfolio Manager’s Report and the Executive Summary includes a fair review of the information required by:

a) DTR 4.2.7R, being an indication of important events that have occurred during the period up to 31 March 2026 and their impact on the condensed interim set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

b) DTR 4.2.8R, being related party transactions that have taken place during the period up to 31 March 2026 and that have materially affected the financial position or performance of the Company during that period; and any changes in the related parties transactions in the Annual Report and financial statements that could have a material impact on the financial position or financial performance of the Company in the first six months of the current financial year.

img-13.jpeg

John Blowers

Chair

3 June 2026

Redet E Holman

Ted Holmes

Audit Committee Chair

3 June 2026

25


Independent Auditor's Review Report to the Directors of River UK Micro Cap Limited

Introduction

We have reviewed the accompanying Unaudited Condensed Interim Statement of Financial Position of River UK Micro Cap Limited (the “Company”) as at 31 March 2026 and the related Unaudited Condensed Interim Statement of Comprehensive Income, the Unaudited Condensed Interim Statement of Changes in Shareholders’ Equity, the Unaudited Condensed Interim Statement of Cash Flows and the Notes to the Unaudited Condensed Interim Financial Statements for the six month period then ended (the “Interim Financial Statements”), including a summary of material accounting policies and other explanatory notes. Management is responsible for the preparation and fair presentation of this Interim Financial Statements in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”) and the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority (“FCA”). Our responsibility is to express a conclusion on this Interim Financial Statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity (“ISRE 2410”). A review of Interim Financial Statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusions

Based on our review, nothing has come to our attention that causes us to believe that the accompanying Interim Financial Statements does not present fairly, in all material respects, the financial position of the entity as at 31 March 2026, and of its financial performance and its cash flows for the six month period then ended in accordance with IAS 34 as issued by the IASB, and the Disclosure Guidance and Transparency Rules of the FCA.

Use of our report

This report is made solely to the Company in accordance with ISRE 2410. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Grant Thornton Limited
Chartered Accountants
St Peter Port, Guernsey

Date: 3 June 2026

26


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 31 March 2026

Notes Six months ended 31 March 2026 (Unaudited)£ Six months ended 31 March 2025 (Unaudited)£
Income
Investment income 3 350,444 163,537
Net loss on financial assets held at fair value through profit or loss 7 (4,542,608) (1,159,547)
Total loss (4,192,164) (996,010)
Expenses
Portfolio management fees 4 (327,921) (264,575)
Operating expenses 5 (387,569) (386,603)
Foreign exchange (losses)/gains (791) 5,420
Total expenses (716,281) (645,758)
Loss before taxation (4,908,445) (1,641,768)
Taxation - -
Loss after taxation and total comprehensive loss (4,908,445) (1,641,768)
Basic and diluted loss per Ordinary Share 11 (0.1465) (0.0484)

The Company has no items of other comprehensive loss, and therefore the loss for the period is also the total comprehensive loss.

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

The notes on pages 31 to 39 form an integral part of these unaudited condensed interim financial statements.

27


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

UNAUDITED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
As at 31 March 2026

Notes 31 March 2026 (Unaudited) £ 30 September 2025 (Audited) £
Non-current assets
Financial assets held at fair value through profit or loss 7 74,911,619 77,770,704
Current assets
Cash and cash equivalents 2,227,161 6,001,139
Trade receivables – securities sold awaiting settlement - 299,527
Prepayments 17,967 8,182
Other receivables 8 221,967 118,545
Total current assets 2,467,095 6,427,393
Total assets 77,378,714 84,198,097
Current liabilities
Trade payables – securities purchased awaiting settlement (18,011) (5,755)
Other payables 9 (225,389) (219,864)
Total current liabilities (243,400) (225,619)
Net assets 77,135,314 83,972,478
Capital and reserves
Share capital 10 - -
Retained earnings 77,135,314 83,972,478
Equity Shareholders’ funds 77,135,314 83,972,478

The unaudited condensed interim financial statements on pages 27 to 39 were approved and authorised for issue by the Board of Directors on 3 June 2026 and signed on its behalf by:

img-14.jpeg

Robert E Holme

Ted Holmes

Audit Committee Chair

The notes on pages 31 to 39 form an integral part of these unaudited condensed interim financial statements.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the six months ended 31 March 2026

Note Share capital £ Retained earnings £ Total £
Shareholders’ equity at 1 October 2025 - 83,972,478 83,972,478
Total comprehensive loss for the period - (4,908,445) (4,908,445)
Transactions with owners
Ordinary Shares repurchased 10 - (1,928,719) (1,928,719)
Shareholders’ equity at 31 March 2026 - 77,135,314 77,135,314

For the six months ended 31 March 2025

Share capital £ Retained earnings £ Total £
Shareholders’ equity at 1 October 2024 - 68,975,249 68,975,249
Total comprehensive loss for the period - (1,641,768) (1,641,768)
Shareholders’ equity at 31 March 2025 - 67,333,481 67,333,481

The notes on pages 31 to 39 form an integral part of these unaudited condensed interim financial statements.

29


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

UNAUDITED CONDENSED INTERIM STATEMENT OF CASH FLOWS
For the six months ended 31 March 2026

Notes Six months ended 31 March 2026 (Unaudited)£ Six months ended 31 March 2025 (Unaudited)£
Cash flow from operating activities
Loss after taxation and total comprehensive loss (4,908,445) (1,641,768)
Adjustments to reconcile loss after taxation to net cash flows:
- Realised gain on financial assets held at fair value through profit or loss 7 (4,976,594) (4,756,986)
- Unrealised loss on financial assets held at fair value through profit or loss 7 9,519,202 5,916,533
Purchase of financial assets held at fair value through profit or loss^{1} 7 (14,673,885) (8,356,260)
Proceeds from sale of financial assets held at fair value through profit or loss^{2} 7 13,302,145 8,414,257
Changes in working capital
(Increase)/decrease in other receivables and prepayments (113,207) 39,011
Increase/(decrease) in other payables 5,525 (42,281)
Net cash used in operating activities (1,845,259) (427,494)
Cash flows from financing activities
Ordinary Shares repurchased 10 (1,928,719) -
Net cash used in financing activities (1,928,719) -
Net decrease in cash and cash equivalents in the period (3,773,978) (427,494)
Cash and cash equivalents at beginning of the period 6,001,139 1,769,894
Cash and cash equivalents at the end of the period 2,227,161 1,342,400

1 – Changes in payables relating to purchases of financial assets held at fair value through profit or loss at 31 March 2026 amounted to £12,256 (31 March 2025: £33,153).
2 – changes in proceeds receivable as at 31 March 2026 relating to sales of financial assets held at fair value through profit amounted to £299,527 (31 March 2025: £4,157,313).

The notes on pages 31 to 39 form an integral part of these unaudited condensed interim financial statements.

30


RIVER UK MICRO CAP LIMITED FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL 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 of the Official 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 registered 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 policies

The unaudited condensed interim financial statements contained in the Half-Yearly Financial Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', and the Disclosure Guidance and Transparency Rules sourcebook of the FCA. The unaudited condensed interim financial statements do not include all the notes of the type normally included in audited financial statements. Accordingly, this report is to be read in conjunction with the Annual Report and financial statements for the year ended 30 September 2025. The unaudited condensed interim financial statements contained in the Half-Yearly Financial Report. The accounting policies adopted in these interim financial statements are consistent with those applied in the Annual Report for the year ended 30 September 2025. Standards and amendments effective for periods beginning on or after 1 October 2025 have been assessed and did not have a material impact on the Company. No items of income or expense were considered unusual or non-recurring for the purposes of IAS 34 during the period.

2.1 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 condensed interim financial statements.

The Board is satisfied that, at the time of approving the condensed interim financial statements, no material uncertainties exist that may cast significant doubt concerning the Company’s ability to continue for the foreseeable future, being 12 months after the date of approval of the condensed interim financial 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 financial 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 five 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 considers it appropriate to adopt the going concern basis in preparing the condensed interim financial statements.

2.2 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 financial 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 financial statements.

2.3 Seasonality

The Company’s results are not subject to material seasonal or cyclical factors.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

2. Material accounting policies (continued)

2.4 Significant judgement and accounting estimates

The significant judgements and key sources of estimation uncertainty applied in preparing these interim financial statements are consistent with those disclosed in the annual financial statements for the year ended 30 September 2025.

There have been no material changes in accounting estimates during the period.

3. Investment income

Six months ended 31 March 2026 (Unaudited) £ Six months ended 31 March 2025 (Unaudited) £
Dividend income 315,855 133,523
Bank interest and other income 34,589 30,014
Total investment income 350,444 163,537

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's 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 six-month period ended 31 March 2026, the Company incurred a management fees expense of £327,921 (31 March 2025: £264,575).

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 first 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 first opening date was the date of admission and in circumstances in which a performance fee may be payable upon termination of this Agreement, the final 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 10.

During the six-month period ended 31 March 2026, no performance fees were accrued or paid by the Company (31 March 2025: £nil).

32


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

5. Operating expenses

Six months ended 31 March 2026 (Unaudited) £ Six months ended 31 March 2025 (Unaudited) £
Administration fees 113,460 124,880
Directors’ fees 81,430 81,000
AIFM fees 29,000 29,000
Audit fees 29,150 29,150
Non-audit fees 19,650 18,700
Custody fees 18,720 19,254
Broker fees 21,543 20,000
Transaction fees 21,885 11,934
Registrar fees 15,210 14,131
Legal and professional fees 1,465 8,480
Listing fees 11,232 12,523
Regulatory fees 7,751 7,527
Insurance fees 2,664 2,432
Marketing fees 10,729 1,680
Sundry expenses 3,680 5,912
Total operating expenses 387,569 386,603

Non-audit fees

Non-audit fees incurred during the six months ended 31 March 2026 and 31 March 2025 related to interim review services performed by Grant Thornton Limited.

AIFM fees

Since 1 September 2020, the AIFM has been entitled to an annual fixed fee of £58,000 payable quarterly in arrears.

6. Directors' fees and interests

At the AGM held on 11 March 2026, shareholders approved a special resolution to amend the Company’s Articles of incorporation to increase the limit on the aggregate amount of Directors’ fees from £165,000 to £215,000 in any financial year. Director fees were increased effective 1 March 2026. The Directors of the Company were remunerated for their services at a fee of £36,000 (increasing to £37,000 effective 1 March 2026) per annum with the Chair of the Board and the Chair of the Audit Committee receiving an additional £13,000 (increasing to £13,500 effective 1 March 2026) and £5,000 (increasing to £5,500 effective 1 March 2026) respectively.

Directors’ fees payable as at 31 March 2026 are detailed in note 9.

The Directors held the following number of Ordinary Shares in the Company:

Director Ordinary Shares held
31 March 2026 (Unaudited) 30 September 2025 (Audited)
John Blowers 14,559 14,559
Ted Holmes 22,970 22,970
Mark Hodgson 7,721 7,721
Serena Tremlett 3,432 3,432

No pension contributions were payable in respect of any of the Directors for both period ends.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

7. Financial assets held at fair value through profit 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 float market capitalisation of less than £100 million at the time of purchase.

Fair value hierarchy

IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”) requires an analysis of investments valued at fair value based on the reliability and significance of information used to measure their fair value.

The Company categorises its financial assets according to the following fair value hierarchy detailed in IFRS 13 that reflects the significance 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 significant inputs are directly or indirectly observable from market data.

Level 3: Valuation techniques using significant 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 significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

The Directors determined that an active market exists based on the frequency and volume of transactions of each asset classified as Level 1. The Company’s financial assets classified as Level 1 are quoted securities which are traded in active markets as at 31 March 2026. In the opinion of the Directors, the quoted price for these financial assets as at 31 March 2026 is representative of fair value.

31 March 2026 (Unaudited)

Financial assets Level 1 £ Level 2 £ Level 3 £ Total £
Financial assets held at fair value through profit or loss 74,911,619 - - 74,911,619
30 September 2025 (Audited)
Financial assets Level 1 £ Level 2 £ Level 3 £ Total £
Financial assets held at fair value through profit or loss 77,770,704 - - 77,770,704

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

7. Financial assets held at fair value through profit or loss (continued)

Financial assets held at fair value through profit or loss reconciliation

The following table shows a reconciliation of all movements in the fair value of financial assets categorised within Level 1 to 3 between the beginning and the end of the reporting period.

| 31 March 2026 (Unaudited) | Level 1
£ | Level 2
£ | Level 3
£ | Total
£ |
| --- | --- | --- | --- | --- |
| Opening valuation | 77,770,704 | - | - | 77,770,704 |
| Purchases during the period | 14,686,141 | - | - | 14,686,141 |
| Sales proceeds during the period | (13,002,618) | - | - | (13,002,618) |
| Realised gain on financial assets held at fair value through profit or loss^{1} | 4,976,594 | - | - | 4,976,594 |
| Unrealised loss on financial assets held at fair value through profit or loss^{2} | (9,519,202) | - | - | (9,519,202) |
| Closing valuation | 74,911,619 | - | - | 74,911,619 |
| Total net loss on financial assets for the period ended 31 March 2026 | (4,542,608) | - | - | (4,542,608) |
| ^{1}Realised gain on financial assets held at fair value through profit or loss is made up of £5,060,528 gain and £(83,934) loss. | | | | |
| ^{2}Unrealised loss on financial assets held at fair value through profit or loss is made up of £3,377,078 gain and £(12,896,280) loss. | | | | |
| 30 September 2025 (Audited) | 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 financial assets held at fair value through profit or loss^{1} | 8,421,364 | - | - | 8,421,364 |
| Unrealised gain on financial assets held at fair value through profit or loss^{2} | 7,584,148 | - | - | 7,584,148 |
| Closing valuation | 77,770,704 | - | - | 77,770,704 |
| Total net gain on financial assets for the year ended 30 September 2025 | 16,005,512 | - | - | 16,005,512 |

1 Realised gain on financial assets held at fair value through profit or loss is made up of £12,320,188 gain and £(3,898,824) loss.
2 Unrealised gain on financial assets held at fair value through profit or loss is made up of £20,630,259 gain and £(13,046,111) loss.

During the six months ended 31 March 2026, there were no transfers between levels of the fair value hierarchy (30 September 2025: no transfers).

As at 31 March 2026 and 30 September 2025, none of the investments held are illiquid in nature and on this basis are not subject to any special arrangements.

The carrying amounts of trade and other receivables/payables and cash and cash equivalents are a reasonable approximation of fair value because of their short-term nature.

8. Other receivables

| | 31 March 2026
(Unaudited) | 30 September 2025
(Audited) |
| --- | --- | --- |
| | £ | £ |
| Dividend receivable | 79,800 | 45,337 |
| Receivable from Corporate Broker | 132,794 | 61,718 |
| Interest and other receivable | 9,373 | 11,490 |
| Total other receivables | 221,967 | 118,545 |

The Directors believe that these balances are fully recoverable and therefore have not recognised any loss allowance on 12-month expected credit losses.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

9. Other payables

| | 31 March 2026
(Unaudited) | 30 September 2025
(Audited) |
| --- | --- | --- |
| | £ | £ |
| Portfolio management fees | 107,411 | 101,798 |
| Administration fees | 17,111 | 16,042 |
| AIFM fees | 14,346 | 14,664 |
| Audit fees | 39,641 | 30,479 |
| Directors’ fees | 40,950 | 40,950 |
| Registrar fees | 2,000 | 1,000 |
| Custody fees | 997 | 877 |
| Sundry expenses | 2,933 | 14,054 |
| Total other payables | 225,389 | 219,864 |

10. 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

31 March 2026 30 September 2025
Number of Ordinary Shares Outstanding (Unaudited) Share capital £ (Unaudited) Number of Ordinary Shares Outstanding (Audited) Share capital £ (Audited)
Balance at the start of the period/year 33,732,954 - 33,897,954 -
Ordinary Shares repurchased during the period/year (859,465) - (165,000) -
Balance at the end of the period/year¹ 32,873,489 - 33,732,954 -

¹Excludes 1,024,465 (30 September 2025: 165,000) Ordinary 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 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 period (31 March 2025: nil).

Repurchase of Ordinary Shares

At the AGM held on 11 March 2026, the Directors were granted authority to repurchase up to 14.99% (30 September 2025: 14.99%) of the Ordinary Shares in issue as at 11 March 2026 and for any repurchased shared be held as treasury shares in line with the share buyback programme. The continuance of this authority will be put to members at the 2027 AGM.

During the period ended 31 March 2026, 859,465 (30 September 2025: 165,000) Ordinary Shares were repurchased under this authority at a total cost of £1,928,719 (30 September 2025: £338,488), including transaction costs of £9,633 (30 September 2025: £1,706) and are being held in treasury. As at 31 March 2026, 2.58% (30 September 2025: 0.49%) of the Ordinary Shares outstanding at the time of the AGM had been redeemed.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

10. Share capital (continued)

The initial share buyback programme, which commenced on 4 August 2025, was for a maximum aggregate consideration of £2 million. On 26 March 2026, the Company announced the continuation of the share buyback programme for another maximum aggregate consideration of £2 million.

Prior to commencing the continuation of the share buyback programme, the Directors assessed the Company’s solvency by reviewing its bank balances and NAV position. The Directors were satisfied on reasonable grounds that the Company would meet the solvency test immediately after the repurchases.

Treasury shares

As at 31 March 2026, 1,024,465 (30 September 2025: 165,000) Ordinary Shares were held in treasury at the Company’s discretion for later cancellation. 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 Ordinary 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 specific circumstances and for the purpose of returning capital growth.

Accordingly, assuming that 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.

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.

37


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

10. Share capital (continued)

Redemption mechanism (continued)

Redemptions will be recognised against 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 significant 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 different from the carrying value of those assets. Consequently, the value received in respect of redeemed Ordinary Shares may be adversely affected 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 specific 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 affect 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.

11. Basic and diluted loss per Ordinary Share

Six months ended 31 March 2026 (Unaudited) £ Six months ended 31 March 2025 (Unaudited) £
Total comprehensive loss for the period (4,908,445) (1,641,768)
Weighted average number of Ordinary Shares during the period 33,502,278 33,897,954
Basic and diluted loss per Ordinary Share (0.1465) (0.0484)

12. NAV per Ordinary share

31 March 2026 (Unaudited) £ 30 September 2025 (Audited) £
NAV 77,135,314 83,972,478
Number of Ordinary Shares at period/year end 32,873,489 33,732,954
NAV per Ordinary Share 2.3464 2.4893

RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

13. Related party disclosure

The AIFM

The AIFM is a related party and is entitled to an annual fixed 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:

31 March 2026 30 September 2025
Portfolio Manager 3,039,438 3,071,628
George Ensor 90,194 90,194

During the period, the Portfolio Manager sold 32,190 shares in the Company at the prevailing market price.

Key management personnel compensation during the period was not materially different from that disclosed in the annual financial statements.

The Directors

The Directors are entitled to remuneration for their services and also 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.

14. Material events after the Condensed Interim Statement of Financial Position date

There were no adjusting events which occurred between the period end date and the date of approval of the condensed interim financial statements which would require amendments to the amounts recognised as at 31 March 2026.

The following non-adjusting subsequent events occurred after the reporting date:

From 1 April 2026 to 3 June 2026, the Company repurchased 365,904 Ordinary Shares in the market at a total cost of £790,179 (including transaction costs of £3,948).

15. Controlling party

In the Directors' opinion, the Company has no ultimate controlling party.


RIVER UK MICRO CAP LIMITED

FOR THE SIX MONTHS ENDED 31 MARCH 2026

COMPANY INFORMATION

Board members

John Blowers (Chair)

Mark Hodgson

Ted Holmes (Audit Committee Chair)

Serena Tremlett (Remuneration and Nomination

Committee Chair and Management Engagement

Committee Chair)

Registered Office

BNP Paribas House

St Julian’s Avenue

St Peter Port

Guernsey

GY1 1WA

Portfolio Manager

River Global Investors LLP

30 Coleman Street

London

EC2R 5AL

AIFM

Carne Global AIFM Solutions (C.I.) Limited

Channel House

Green Street

St Helier

Jersey

JE2 4UH

Corporate Broker

Singer Capital Markets Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

Solicitors to the Company

(as to English law)

CMS Cameron McKenna Nabarro Olswang LLP

Cannon Place

78 Cannon Street

London

EC4N 6AF

Advocates to the Company

(as to Guernsey law)

Carey Olsen (Guernsey) LLP

PO Box 98

Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

Custodian

BNP Paribas S.A., Guernsey Branch¹

BNP Paribas House

St Julian’s Avenue

St Peter Port

Guernsey

GY1 1WA

Independent Auditor

Grant Thornton Limited

St James Place

St James Street

St Peter Port

Guernsey

GY1 2NZ

Administrator and Company Secretary

BNP Paribas S.A., Guernsey Branch¹

BNP Paribas House

St Julian’s Avenue

St Peter Port

Guernsey

GY1 1WA

Registrar

Computershare Investor Services (Guernsey) Limited

2nd Floor, Lefebvre Place

Lefebvre Street

St Peter Port

Guernsey

GY1 2JP

¹ BNP Paribas S.A. Guernsey Branch is regulated by the GFSC.