Annual Report 2025
Lowland Investment Company plc – Annual Report 2025 JHI9222/2025
Lowland
Investment
Company plc
Lowland Investment Company plc
Registered as an investment company in England and Wales with registration number 670489
Registered office: 201 Bishopsgate, London EC2M 3AE
SEDOL/ISIN number: BNXGHS2/GB00BNXGHS27
London Stock Exchange (TDIM) Code: LWI
Global Intermediary Identification Number (GIIN): 2KBHLK.99999.SL826
Legal Entity Identifier (LEI): 2138008RHG5363FEHV19
Telephone: +44 (0) 20 7818 1818
Email: ITSecretariat@janushenderson.com
www.lowlandinvestment.com
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Shareholder
Communication
Awards
2024
Strategic Report
Key Data 2
Historical Performance 3
Chair’s Statement 4-6
Fund Managers’ Report 7-10
Portfolio Analysis 11-12
Twenty Largest Holdings 13-15
Investment Portfolio 16-18
Environmental, Social
andGovernance Matters 19-21
Business Model 22-24
Promoting the Company’s
Success 25-26
Managing Risks 27-28
Viability Statement 29
Governance
Biographies 31-32
Report of the Directors 33-34
Statement of Directors’
Responsibilities 35
Directors’ Remuneration
Report 36-39
Corporate Governance
Statement 40-46
Report of the Audit and
Risk Committee 47-49
Independent Auditor’s Report 50-55
Financial Statements
Income Statement 57
Statement of Changes in Equity 58
Statement of Financial Position 59
Statement of Cash Flows 60
Notes to the Financial
Statements 61-74
Additional Information
Securities Financing
Transactions 76-77
Alternative Performance
Measures 78-79
Glossary 80
General Shareholder
Information 81
Notice of Annual General
Meeting
Notice of Annual General
Meeting 83-88
Corporate Information 89
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Lowland to your inbox
Final dividend (2025 financial year) 30 January 2026
First interim dividend 30 April 2026
Second interim dividend 31 July 2026
Third interim dividend 30 October 2026
Final dividend (2026 financial year) 29 January 2027
Half year results Published June
Full year results Published December
Annual General Meeting 28 January 2026
Lowland key dates Corporate Information
Registered Office
201 Bishopsgate
London EC2M 3AE
Service Providers
Alternative Investment Fund Manager
Janus Henderson Fund Management UK Limited
201 Bishopsgate
London EC2M 3AE
Corporate Secretary
Janus Henderson Secretarial Services UK Limited
201 Bishopsgate
London EC2M 3AE
Telephone: 020 7818 1818
Email: ITSecretariat@janushenderson.com
Depositary and Custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Corporate Broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 1117
Email: WebCorres@computershare.co.uk
Investors with share certificates (i.e. not those with
ashareplan or ISA) can check their holding at
www.investorcentre.co.uk.
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
Information Sources
For more information about Lowland Investment Company
plc, visit the website at www.lowlandinvestment.com.
Thisincludes factsheets, interviews, current information on
the Company and up-to-date share price and net asset
valuedetails.
To sign up for expert insights about investment trusts,
updates from our Fund Managers as well as AGMs and
TrustTV episodes please visit this page:
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Investing
Shares can be purchased in the market via a stockbroker or
through share dealing platforms. They can also be held through
share plans, ISAs or pensions and links to various providers are
included on the website.
Potential investors are reminded that the value of investments
and the income from them may go down as well as up and
investors may not get back the full amount invested.
Taxbenefits may vary as a result of statutory changes and
their value will depend on individual circumstances.
Warning to Shareholders
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning
investment matters. These are typically from overseas based ‘brokers’ who target UK shareholders offering to sell them
what often turn out tobe worthless or high risk shares in US or UK investments. They can be very persistent and extremely
persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount
or offers of free company reports.
Please note that it is very unlikely that either the Company or the Company’s Registrar, Computershare Investor Services
PLC, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official
documentation already circulated to shareholders and never in respect of investment ‘advice’.
If you are in any doubt about the veracity of an unsolicited phone call,please call the Corporate Secretary at the number
provided above.
Lowland Investment Company plc Annual Report 2025
89
Investment Objective
The Company aims to give shareholders ahigher than average
return with growth of both capital and income over the medium
to long term by investing in a broad spread of predominantly
UKcompanies. The Company measures its performance against
the FTSE All-Share Index.
Investment Policy
Asset Allocation
The Company invests in a combination of large, medium and
smaller companies listed predominantly in the UK. We are not
constrained by the weightings of any index; we limit risk by
running a diversified portfolio, which is constructed on a bottom-
up, stock-picking basis. In normal circumstances up to half
the portfolio is invested in FTSE 100 companies; the remainder
is divided between small and medium-sized companies. The
Manager may also invest a maximum of 15%inother listed trusts.
Dividend
The Company aims to pay a progressive dividend, with each
quarterly dividend equal to or greater than its previous equivalent.
Gearing
The Board believes that debt in a closed-end fund is a valuable
source of long-term outperformance, and therefore the Company
will usually be geared. At the point of drawing down debt, gearing
will not exceed 20% of the portfolio valuation. Borrowing will be
a mixture of short and long-dated debt, depending on relative
attractiveness ofrates.
1
Key Data at 30 September
Net Asset Value Total Return
1,8
2025
20.8%
2024
16.3%
Growth in Dividend
2025
3.1%
2024
2.8%
Benchmark Total Return
2
2025
16.2%
2024
13.4%
Dividend for the Year
3
2025
6.625p
2024
6.425p
Year ended
30September
2025
Year ended
30September
2024
NAV per share at year end (debt at par)
4
165.8p 144.2p
NAV per share at year end (debt at fair value)
4,8
168.6p 146.1p
Share price at year end
5
150.5p 127.0p
Market capitalisation £331m £343m
Dividend per share
3
6.625p 6.425p
Ongoing charge
8
0.71% 0.66%
Dividend yield
6,8
4.4% 5.1%
Gearing at year end
8
11.5% 11.0%
Discount at year end
7,8
10.7% 13.1%
AIC UK Equity Income sector – average discount at year end 3.0% 5.0%
1. Net asset value (‘NAV’) per share total return (including dividends reinvested) with debt at fair value
2. FTSE All-Share Index (including dividends reinvested)
3. Includes the final dividend of 1.70p per ordinary share for the year ended 30 September 2025 that will be put to shareholders for approval at the AGM on
28January 2026
4. NAV per share for both figures is before deduction of the third interim dividend paid in October of each year
5. Mid-market closing price
6. Based on dividends paid and payable in respect of the financial year and the share price at year end
7. Calculated using year end fair value NAVs including current year revenue
8. Alternative Performance Measure (‘APM’)
Sources: Morningstar Direct, Janus Henderson, Factset
A glossary of terms and explanations of Alternative Performance Measures are included on pages 78 to 80
Lowland Investment Company plc Annual Report 2025
2
1. NAV per share total return (including dividends reinvested) with debt at fair value (except 25 years, which is debt at par)
2. Compound annual growth rate
3. Comparative numbers for 2015 to 2021 have been restated to reflect the ten for one share split which took place on 7 February 2022
4. Includes the final dividend of 1.70p per ordinary share for the year ended 30 September 2025 that will be put to shareholders for approval at the AGM on
28January 2026
5. Alternative Performance Measure. Further details can be found on pages 78 to 79
Historical Performance
Total Return Performance to 30 September 2025
1 year
%
3 years
%
5 years
%
10 years
%
25 years
%
Net asset value
1,5
20.8 64.4 111.6 94.4 721.8
Share price
5
24.4 67.6 114.9 85.8 855.7
FTSE All-Share Index 16.2 50.0 84.1 118.3 298.2
AIC UK Equity Income sector – NAV 13.3 47.9 83.6 102.7 457.8
AIC UK Equity Income sector – share price 15.5 47.6 87.4 94.5 552.2
Source: Morningstar Direct, all performance on a total return basis
Lowland’s dividend growth over the past 25 years as compared to the Retail Price Index
Lowland Dividend (CAGR
2
6.4%) Retail Price Index (CAGR
2
3.5%)
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
2020
2019
2021
2024
2025
2023
2022
400
200
100
Total return basis and shown on a logarithmic scale (30 September 2000 = 100)
Source: Janus Henderson
Historical Performance
Year ended
30September
Dividend per
ordinary share in
pence
3
Total return/(loss)
per ordinary share
in pence
3
Net revenue return
per ordinary share
in pence
3
Total net assets in
£’000
Net asset value per
ordinary share in
pence
3
Share price
per ordinary share
in pence
3
2015 4.100 1.18 4.64 354,563 131.8 128.7
2016 4.500 15.64 4.77 386,910 143.2 133.7
2017 4.900 24.32 4.91 439,896 162.8 150.4
2018 5.400 4.74 5.86 438,934 162.5 151.5
2019 5.950 (13.87) 6.80 385,904 142.8 128.0
2020 6.000 (33.69) 3.38 278,653 103.1 91.4
2021 6.025 48.79 4.27 394,285 145.9 131.5
2022 6.100 (24.00) 6.10 313,036 115.9 104.5
2023 6.250 19.54 6.71 349,345 129.3 113.0
2024 6.425 21.30 6.29 389,633 144.2 127.0
2025 6.625
4
23.99 6.73 364,635 165.8 150.5
3
Lowland Investment Company plc Annual Report 2025
Helena Vinnicombe
Chair
Chair’s
Statement
4
Performance
I am pleased to report that Lowland has delivered another
year of strong performance, building on the momentum of
thepast two years. Over the twelve months to the end of
September 2025, the Company achieved a total return on net
asset value (‘NAV’) of 20.8%, significantly outperforming its
benchmark, the FTSE All-Share Index, which rose by 16.2%
over the same period, and the AIC UK Equity Income sector,
which rose by 13.3%. The share price return was even higher,
at 24.4%, reflecting a narrowing of the discount over the
course of the year. In comparison, the Deutsche Numis
Smaller Companies Plus AIM (excluding investment
companies) Index rose by 8.3%.
The longer-term performance is now looking increasingly
healthy, with the Company outperforming the FTSE All-Share
over 3 and 5 years, albeitcontinuing to lag over 10 years.
Theperformance over 25 years demonstrates the robustness
of the investment process, with both the NAV and share price
returns substantially outperforming the benchmark (721.8%
and 855.7% respectively compared to 298.2%).
Performance was driven primarily by strong stock selection,
particularly among the largest companies, with standout
contributions from HSBC, Barclays and Standard Chartered.
At the other end of the scale, the smaller AIM-listed
companies also performed well, boosted by takeovers of two
of them. The portfolio as a whole saw five takeovers over the
course of the year, as foreign and private investors took
advantage of the UK market’s modest ratings and solid
fundamentals. While this boosts short-term performance,
thenet effect is a depletion in both size and quality of the UK
stock market. It is disappointing that stock market investors
still do not appear to appreciate this value, and the UK market
therefore continues to shrink and lose successful companies.
Aside from the takeover candidates, there continued to be a
lack of interest in mid and small-cap UK companies.
The performance of the revenue account, which reflects
dividend income, was more muted, but still produced
encouraging growth of 7%. As noted in the Fund Managers’
Report, companies are increasingly using share buybacks
rather than dividends to return capital to shareholders,
although those that do pay dividends have generally posted
useful increases. The use of gearing has enhanced
performance, as has the share buyback (see Fund Managers’
Report on page 8).
Dividends
The Company is proposing a final dividend of 1.70p per share.
If approved at the AGM, this will mean a full year dividend
of6.625p, a 3.1% increase year on year. This dividend is fully
covered by earnings per share of 6.73p during the year.
TheBoard remains committed to maintaining the Company’s
quarterly progressive dividend.
Gearing
The Board sees the ability to deploy gearing as one of the key
advantages of the investment trust structure. Lowland has
both a £30m fixed term note at 3.15% (due in 2037) and a
revolving credit facility of £40m. Gearing was little changed
during the year, ending at 11.5% compared to the prior year
end figure of 11.0%. Gearing was predominantly within a low
to mid teens range during the year, a reflection of the Fund
Managers’ view that there remain considerable valuation
opportunities in UK equities.
Ongoing Charges
Ongoing charges for the year were slightly higher than the
previous year at 0.71% (2024: 0.66%), predominantly due to
an increase in marketing spend in the year. The Board
believes it is important for the Company to be promoted to a
new generation of investment trust buyers in order to stimulate
demand for the shares and ultimately narrow the discount.
Discount
While the Board continues to believe that a formal discount
control mechanism would not be in shareholders’ interests,
we believe that there are occasions when share buybacks can
be of use and have acted accordingly this year. During the
financial year, 50.2m shares were bought back. The shares
varied between a discount of 6.5% and 12.5%, ending the
year at 10.7%.
The Board
This year marked my first as Chair of Lowland, following my
appointment at the 2025 AGM and the handover from Robbie
Robertson. I would like to take this opportunity to thank
Robbie for his many years of outstanding leadership.
Hisstrategic guidance, steady stewardship, and commitment
to building a strong, supportive, and genuinely diverse Board
have been invaluable. We continue to review our Board
succession planning regularly to ensure we maintain a healthy
balance of experience and fresh perspectives.
Contact with Shareholders
The Board and I are always pleased to hear from
shareholders. Please contact me with comments or questions
via ITSecretariat@janushenderson.com or sign up for
updates on Lowland by using the QR code on the inside front
cover of the Annual Report.
Annual General Meeting
The AGM will be held at the offices of Janus Henderson on
Wednesday, 28 January 2026 at 12.30pm. Full details of the
business to be conducted at the meeting are set out in the
Notice of Meeting which is included at the end of this Annual
Report. Our Fund Managers, James Henderson and Laura Foll,
will be making a presentation to shareholders. The Board and
Fund Managers always welcome the opportunity to hear from
shareholders, and we encourage as many as possible toattend.
Chair’s Statement
Lowland Investment Company plc Annual Report 2025
5
Chair’s Statement (continued)
Outlook
As ever, there are reasons to remain cautious about the
outlook. The UK continues to face relatively high inflation,
rising taxes and a sluggish economic environment.
Geopolitical uncertainty persists, and the full impact of tariffs
is yet to be determined. Nonetheless, despite strong
performance over thelast twelve months, the UK equity
market continues to trade at a discount to international
markets, in particular the US. The portfolio of companies
heldby Lowland trades at a discount to the broader UK
market, and Lowland’s shares themselves trade at a discount
to its NAV. This valuation is further underpinned byagrowing
dividend, with the shares currently yielding approximately
4.4%. The Board believes that the Company’s shares
represent an attractive proposition toinvestors.
Helena Vinnicombe
Chair
8 December 2025
Lowland Investment Company plc Annual Report 2025
6
James Henderson
Fund Manager
Laura Foll
Fund Manager
Fund
Managers’
Report
7
Fund Managers’ Report
1 year
%
3 years
%
5 years
%
10 years
%
25 years
%
Lowland
NAV
20.8 64.4 111.6 94.4 721.8
Lowland
share price
24.4 67.6 114.9 85.8 855.7
FTSE
All-Share
16.2 50.0 84.1 118.3 298.2
Source: Morningstar Direct, Janus Henderson. All figures shown on a total
returnbasis
Overview
The returns from the portfolio and more broadly from UK
equities have been strong, despite the challenging economic
background with minimal economic growth. Simply put, UK
companies quoted on the London Stock Exchange are not
aproxy for the UK economy but are often vibrant, well-
managed businesses with leadership teams adept at
managing different market conditions. At times investors can
forget this and shy away from UK companies because of
perceived macroeconomic concerns. This presents
opportunities for a contrarian, patient investor. Patience has
sometimes been needed with our approach in recent years;
we have bought sound businesses with undemanding
valuations but the share price has often remained subdued.
Some of this patience has been rewarded over the last year,
particularly in the larger companies. The improved short-term
performance has lifted the three and five year returns, notably
relative to the FTSE All-Share Index.
As well as the upward move in the share price of some of the
larger companies, particularly the financials, the pick-up in
corporate activity has helped the portfolio. It came as no
surprise that takeovers of lowly priced UK businesses,
particularly by US companies, would be a feature. An example
of this was the pawnbroker, H&T – a long-term holding of
Lowland – which was taken over by the US lender FirstCash
at a reasonable premium.
In spite of the strong returns over the last year, the valuations
onUK equities are, by historical standards, at relatively low
levels and the portfolio has in aggregate a valuation
considerably below the benchmark index. The dividend yield
appears secure and is expected to keep growing as the
underlying UK companies have in recent years reduced their
debt levels and increased their dividend cover. This puts them
in a robust position.
During the year we bought back 50.2m shares. This has
enhanced the NAV per share by just over 1% and will, over the
course of a full financial year, benefit Lowland’s earnings and
therefore the dividend growth potential. However, shrinking
the number of shares in issue is not a long-term solution for
the Company. The lack of investor interest which has resulted
in the need for the buybacks can be addressed by continued
strong performance and increased marketing stressing the
benefit ofLowland for potential investors’ savings.
Performance Attribution
The Company’s outperformance of its FTSE All-Share
benchmark during the year was predominantly driven by the
holdings in the largest UK companies that sit within the FTSE
100 Index. Within this, positive stock selection was driven by
the financials sector, with a number of banks and insurers
performing well. There was also positive stock selection on
AIM (comparing the second and fourth columns of the table
below), driven by holdings such as Renold and Serica
Energy. Within the FTSE 250 and FTSE SmallCap Indices,
stock selection was negative, driven by holdings exposed to
weaker areas of domestic economic activity such as building
materials producers Ibstock and Marshalls, and free-to-air
broadcaster STV.
Lowland
weighting
%
Lowland
total
return
%
FTSE
All-Share
weighting
%
Index
total
return
%
FTSE 100 47.6 32.3 87.0 17.5
FTSE 250 23.6 4.6 11.5 8.2
FTSE
SmallCap
12.0 (4.7) 1.5 8.9
FTSE AIM
All-Share
10.6 12.7 – 7.9
Weights for Lowland and for the FTSE All-Share Index are shown as at the
financial year end. Note the weights for Lowland do not add up to 100%, as
the small overseas weight and the FTSE Fledgling Index are not shown here.
Lowland portfolio returns are shown ex cash
Taken in aggregate and as shown in the waterfall chart below,
stock selection was positive during the year, as was the
contribution from gearing. The size allocation of the portfolio
(inother words holding more than the benchmark in smaller
companies) acted as a drag on relative performance, with all
smaller company indices producing good absolute returns but
underperforming the FTSE 100.
Attribution returns (%)
Benchmark Size
Allocation
Stock
Selection
Gearing Share
Buybacks
Fees &
Expenses
Company
(NAV)
0
5
10
15
20
25
16.2
-3.0
5.5
1.2
-0.7
20.8
1.6
Source: Janus Henderson, Factset
Turning to stock specifics, four of the top ten absolute
contributors to performance were banks, as the return to a
‘normal’ interest rate environment allowed them to generate
substantially improved returns (much of which were
distributed to shareholders via dividends and share
buybacks), while loan losses remained subdued. Outside
Lowland Investment Company plc Annual Report 2025
8
Fund Managers’ Report (continued)
ofbanks, the holding in Babcock was a good performer,
asitbenefited from the expectation of growing European
defence spending as well as improved operating
performance. Takeovers were also a theme, with pawnbroker
H&T, industrial chain producer Renold and overseas
consumer lender International Personal Finance all
receiving takeover approaches.
Babcock share price (pence)
07/2505/2503/2501/2511/2409/24
200
400
600
800
1,
000
1,
200
1,400
09/25
Source: Bloomberg as at 30 September 2025
Among the detractors, the majority were cyclical businesses
operating in challenging end markets. Free-to-air broadcaster
STV, for example, saw a deterioration in its advertising
backdrop which led to a substantial drop in earnings. When
business confidence falters, it is often TV advertising budgets
that are the first to be cut. Having met with the company
management team and new chairman, we are confident the
company is looking to address its cost base in response to
the difficult circumstances. While the end markets of
Marshalls (which makes building materials) are clearly
different to STV, there are some parallels in the challenges
they are facing. In this case, consumer confidence is
lacklustre and therefore consumers are deferring areas of
discretionary spend (such as a new patio). As with STV, the
company is doing what it can to offset the challenges (for
example reducing costs and complexity).
The top ten absolute contributors to performance at the stock
level were:
Company name
Contribution
to absolute
return %
Share
price total
return %
1 HSBC +2.2 +65.6
2 Barclays +1.8 +73.6
3 Standard Chartered +1.8 +85.6
4 Babcock +1.7 +183.8
5 Aviva +1.2 +51.6
6 International Personal Finance +1.0 +56.3
7 H&T +1.0 +72.2*
8 Renold +0.9 +52.3
9 M&G +0.9 +33.4
10 NatWest +0.9 +60.0
*Period 30 September 2024 to 14 August 2025, when the company was taken over
The top ten absolute detractors from performance at the
stock level were:
Company name
Contribution
to absolute
return %
Share
price total
return %
1 STV -0.9 -51.8
2 Conduit -0.7 -28.6
3 Marshalls -0.6 -44.2
4 Workspace -0.5 -34.7
5 Midwich -0.4 -40.7
6 Morgan Advanced Materials -0.4 -15.7
7 Ricardo -0.3 -0.1
8 Headlam -0.3 -59.9
9 Speedy Hire -0.3 -27.9
10 Churchill China -0.3 -53.2
Portfolio Activity
Takeover activity has meant a certain amount of cash coming
in to help finance the share buybacks. The announced
takeovers of Epwin and H&T brought in proceeds, while the
likely increase in defence expenditure meant the share price of
Babcock rose, allowing us to reduce the holding at historically
high prices. The holding in Marks & Spencer was reduced as
some of the recovery in the company’s fortunes was priced
into the shares. It was a similar story with Tesco, where we
reduced the holding after aperiod of share price strength.
We refreshed the portfolio through purchases of companies of
all market cap sizes. Examples include Vesuvius, a producer
of consumables for the steel industry, and Segro, the
industrial property company. We will keep adding to a diverse
list of companies of all sizes that are fundamentally good
valueand selling those where we believe the future prospects
are discounted.
Portfolio Valuation
Since the Company was launched in the early 1960s, Lowland
has invested across the breadth of the UK market (in small,
medium and large companies). These smaller, more domestic
businesses continue to see their valuations penalised relative
to larger, majority overseas earners. For this reason, Lowland
continues to trade at a valuation discount to the broader UK
equity market, with a 12-month historic P/E on the portfolio of
12.1x as at 30 September 2025, compared to 13.8x for the
FTSE All-Share.
Dividends
It was pleasing to see a recovery in revenue return per share
to6.73p this year, covering the proposed total dividend of
6.625p, after the modest fall last year. We spoke in the report
last year about the growing tendency for UK companies to
buy back shares. This year has seen a continuation of that
trend, with even a number of the smaller companies held
choosing to initiate share buybacks in preference to dividend
distributions.
Lowland Investment Company plc Annual Report 2025
9
Fund Managers’ Report (continued)
For Lowland, the impact has been that special dividends as
aproportion of overall investment income have been on a
declining trend in recent years and this year totalled just 4%
ofoverall investment income. If we compare this to a decade
ago, in 2015 special dividends totalled 14% of investment
income. This trend does not overly concern us so long as
share buybacks are a use of genuinely surplus capital, rather
than crowding out spend that could be used for longer-term
earnings growth potential, such as capex. Broadly, where we
see companies buying back shares, it tends to be company
boards responding to the perceived undervaluation of their
shares, so we could feasibly see the trend reverse in a more
buoyant backdrop for UK equity valuations (it was
encouraging to see Next suspend its buyback for precisely
this reason).
Outlook
Analysts’ consensus forecasts suggest that earnings from the
underlying companies in the portfolio are expected to grow at
around 9%. The earnings growth will probably result in the
same sort of level of dividend growth. Lowland will benefit
from fewer shares in issue and this helps to underpin the
dividend growth going forward.
There are plenty of challenges facing the UK. A further
reduction in interest rates is needed in order to stimulate
broader economic activity. Should rates decline, we would
expect this to be reflected across the yield curve, with the
30-year gilt yield falling from its current level of 5.2%. This
would likely benefit companies whose asset valuations are
linked to long-term yields – particularly high-quality property
firms such as British Land and Shaftesbury. In anticipation of
this, we have been increasing our exposure to the property
sector. Additionally, we have added to the holdings in building
materials companies. These businesses are well-positioned
tobenefit from any uptick in construction and infrastructure
activity, given their high operational gearing. Historically,
analysts have tended to underestimate the earnings potential of
such firms during periods of recovery, and we believe current
forecasts may similarly undervalue their growth prospects.
Economic growth has the potential to alleviate many of the
prevailing concerns surrounding the UK. As activity picks up,
tax revenues will improve and therefore the Government’s
fiscal position will not look as dire as currently suggested.
Productivity, which remains subdued, is likely to recover as
turnover increases and capital investment begins to flow
through the economy. This should help lift some of the current
gloom. In the midst of a normal economic cycle, despondency
is always greatest somewhere near the bottom. Therefore we
are taking advantage of the closed-end structure by having a
reasonable level of debt. We continue to add exposure to UK
domestic companies whose valuations, in our view,
significantly undervalue their underlying strengths and
earnings potential.
James Henderson and Laura Foll
Fund Managers
8 December 2025
Lowland Investment Company plc Annual Report 2025
10
Portfolio Analysis
Sector
United
Kingdom
%
Overseas
%
Total
30 September
2025
%
FTSE
All–Share
Index 2025
%
Total
30 September
2024
%
Basic Materials Chemicals 2.2 – 2.2 0.4 1.9
Industrial Metals and Mining 4.9 – 4.9 4.9 5.0
Precious Metals and Mining – 0.3 0.3 0.4 –
7.1 0.3 7.4 5.7 6.9
Consumer Discretionary Automobiles and Parts – – – 0.1 0.6
Consumer Services – – – 1.6 –
Household Goods and Home
Construction 2.4 – 2.4 0.8 3.0
Leisure Goods – – – 0.2 –
Media 1.6 – 1.6 1.1 2.3
Personal Goods – – – 0.2 –
Retailers 4.9 – 4.9 1.5 4.4
Travel and Leisure 0.1 – 0.1 2.0 0.1
9.0 – 9.0 7.5 10.4
Consumer Staples Beverages – – – 2.4 –
Food Producers 0.8 – 0.8 0.5 1.4
Personal Care, Drug and Grocery Stores 3.1 – 3.1 7.3 5.8
Tobacco – – – 3.9 –
3.9 – 3.9 14.1 7.2
Energy Alternative Energy – – – – –
Oil and Gas 6.8 – 6.8 8.7 5.6
6.8 – 6.8 8.7 5.6
Financials Banks 11.3 – 11.3 14.0 8.6
Closed End Investments 0.2 – 0.2 5.6 1.2
Equity Investment Instruments – – – – –
Finance and Credit Services 3.4 – 3.4 1.8 3.4
Investment Banking and Brokerage
Services 4.4 – 4.4 3.4 3.3
Life Insurance 8.5 – 8.5 2.6 6.9
Non-Life Insurance 0.9 2.1 3.0 0.8 6.3
28.7 2.1 30.8 28.2 29.7
Health Care Health Care Providers – – – – –
Medical Equipment and Services 1.4 – 1.4 0.6 0.9
Pharmaceuticals and Biotechnology 3.0 0.1 3.1 10.2 2.5
4.4 0.1 4.5 10.8 3.4
Industrials Aerospace and Defence 2.9 – 2.9 7.0 2.3
Construction and Materials 5.6 – 5.6 0.5 6.1
Electronic and Electrical Equipment 4.4 – 4.4 1.1 4.0
General Industrials 2.6 – 2.6 0.8 0.8
Industrial Engineering 2.3 0.6 2.9 0.6 2.2
Industrial Support Services 3.6 0.7 4.3 3.0 5.1
Industrial Transportation 2.4 1.7 4.1 0.9 4.4
23.8 3.0 26.8 13.9 24.9
11
Lowland Investment Company plc Annual Report 2025
Portfolio Analysis (continued)
Sector
United
Kingdom
%
Overseas
%
Total
30 September
2025
%
FTSE
All–Share
Index 2025
%
Total
30 September
2024
%
Real Estate Real Estate Investment and Services 0.6 – 0.6 0.4 0.4
Real Estate Investment Trusts 4.4 – 4.4 1.8 4.4
5.0 – 5.0 2.2 4.8
Technology Software and Computer Services 1.1 – 1.1 3.6 0.9
Technology Hardware and Equipment – – – – 0.6
1.1 – 1.1 3.6 1.5
Telecommunications Telecommunications Equipment – – – – –
Telecommunications Service Providers 2.0 – 2.0 1.2 2.6
2.0 – 2.0 1.2 2.6
Utilities Electricity – – – 0.9 –
Gas, Water and Multi-utilities 2.7 – 2.7 3.2 3.0
2.7 – 2.7 4.1 3.0
Total at 30 September 2025 94.5 5.5 100.0 100.0 –
Total at 30 September 2024 94.5 5.5 – – 100.0
12
Lowland Investment Company plc Annual Report 2025
Twenty Largest Holdings
Twenty Largest Holdings as at 30 September 2025
The stocks in the portfolio are a diverse mix of businesses operating in a wide range of end markets.
Rank
2025
(2024) Company
% of
portfolio
Approximate
market
capitalisation
Valuation
2024
£’000
Purchases
£’000
Sales
£’000
Appreciation/
(depreciation)
£’000
Valuation
2025
£’000
1 (1) HSBC
The global bank provides international
banking and financial services. The
diversity of the countries it operates in
as well as its exposure to faster growing
economies make it well placed.
4.3 £180bn 11,242 – – 6,313 17,555
2 (6) Barclays
The company has a strong retail and
corporate lending franchise combined
with an investment bank. Higher interest
rates and improved returns in its
investment bank could allow a period of
better returns generation that in our view
is not reflected in the current valuation.
2.6 £53bn 8,982 – (3,729) 5,186 10,439
3 (3) BP
A vertically integrated oil and gas
business. At the current oil price it
remains highly cash generative, much of
which is being returned to shareholders
via an attractive dividend yield and
ongoing share buybacks.
2.6 £67bn 9,595 – – 835 10,430
4 (11) M&G
The company is a financial services
provider that was spun out of Prudential
in 2019, providing insurance and asset
management services. The capital
generation of the group allows sizeable
returns to shareholders via dividends.
2.5 £6bn 8,292 – – 1,828 10,120
5 (8) GSK
A global pharmaceutical company,
which is among the market leaders
inareas such as HIV and vaccines.
Theshares trade at a low valuation
compared to the broader sector and
over time we can see a route to
substantial sales and earnings growth.
2.5 £64bn 8,856 694 – 429 9,979
6 (5) Shell
A vertically integrated oil and gas
company. At the current oil price the
company is capable of generating
substantial amounts of free cash flow.
This cash is being allocated partly to
shareholders (via a growing dividend
and share buybacks) and partly to
investing in the necessary transition
away from fossil fuels.
2.5 £154bn 9,094 – – 828 9,922
7 (4) Aviva
This company provides a wide range of
insurance and financial services. Under
the current CEO, the company has
simplified the business, with future
earnings growth likely to come from
synergies as a result of its acquisition of
Direct Line.
2.2 £21bn 9,525 – (3,420) 2,945 9,050
13
Lowland Investment Company plc Annual Report 2025
Twenty Largest Holdings (continued)
Rank
2025
(2024) Company
% of
portfolio
Approximate
market
capitalisation
Valuation
2024
£’000
Purchases
£’000
Sales
£’000
Appreciation/
(depreciation)
£’000
Valuation
2025
£’000
8 (12) FBD
1
The company is an Irish insurer with a
focus on insurance coverage for the
agricultural sector. It is a disciplined
underwriter with a history of good returns
generation and pays an attractive
dividend yield.
2.1 £500m 7,944 – (653) 1,400 8,691
9 (13) International Personal Finance
The company offers small unsecured
cash loans to people who often are not
being served by the major banks. They
operate in the developing markets of
Central and Eastern Europe and Mexico.
The company has had a bid approach
that may or may not lead to an offer for
the company.
2.1 £471m 7,843 – (1,687) 2,474 8,630
10 (16) Phoenix
The company operates primarily in the
UK and specialises in taking over and
managing closed life insurance and
pension funds.
1.9 £6bn 6,833 – – 1,033 7,866
11 (2) Standard Chartered
A global bank providing international
banking and financial services, with a
particular focus on emerging markets.
The position provides geographic
diversification for the portfolio as well as
being positively exposed to higher global
interest rates.
1.8 £33bn 10,535 – (8,824) 5,450 7,161
12 (9) Irish Continental¹
The group provides passenger transport,
roll-on and roll-off freight transport and
container services between Ireland, the
United Kingdom and Continental Europe.
It is a well managed business operating
in a duopolistic industry.
1.7 £801m 8,622 – (1,937) 450 7,135
13 (15) National Grid
The company is a regulated utility
providing electricity and gas distribution
in the UK and US. It is investing heavily
in the UK electricity network ahead of
the energy transition, providing a route
to future earnings growth as it generates
a return on these investments. The
shares pay an attractive dividend yield.
1.7 £53bn 6,874 – – 250 7,124
14 (*) Serica Energy
2
The company explores for oil and natural
gas. They operate primarily in the UK
and Indonesia. They have recently
announced a proposed acquisition of
BP’s 32% stake in the Culzean field in
the North Sea, which is currently the
UK’s largest producing gas field.
1.7 £777m 4,669 – – 2,240 6,909
*Not in the top 20 largest investments last year
1. Overseas listed stock (Ireland)
2. AIM stock
14
Lowland Investment Company plc Annual Report 2025
Rank
2025
(2024) Company
% of
portfolio
Approximate
market
capitalisation
Valuation
2024
£’000
Purchases
£’000
Sales
£’000
Appreciation/
(depreciation)
£’000
Valuation
2025
£’000
15 (*) Senior
The aerospace parts manufacturer is on
many of the major programs, especially
with Boeing. As well as the civil side, the
company provides parts for defence
aerospace projects. Both sides are
seeing growing order books.
1.7 £833m 5,948 – (811) 1,600 6,737
16 (*) Renold
2
The company manufactures heavy chain
in various countries. It has recently been
bid for and, after a small increase to the
bid, the offer has been accepted.
1.6 £183m 5,243 – (1,517) 2,751 6,477
17 (*) IMI
The company is a specialist designer
and manufacturer of components such
as valves for use across a range of end
markets, including transportation,
energy, industrial and life sciences.
Under the current management team
they have made progress improving
group margins and organic growth.
1.6 £6bn 5,950 – (971) 1,389 6,368
18 (*) Prudential
The company is a global provider of
insurance products with a particular
presence in Asia. The company has
along potential pathway of earnings
growth as itexpands further into
Asiaand Africa.
1.5 £28bn 4,166 – – 2,080 6,246
19 (18) Rio Tinto
The company is one of the world’s largest
mining businesses with a particular focus
on iron ore, aluminium and copper. Its
mines are well positioned on the cost
curve, often at the lowest cost quartile
globally, meaning that it can continue to
be highly cash generative despite volatile
commodity prices. This cash generation
combined with a strong balance sheet has
resulted in an attractive dividend yield.
1.5 £84bn 6,623 – – (514) 6,109
20 (*) Land Securities
The company is an owner and developer
of commercial property, spanning
predominantly central London offices and
shopping centres. The shares trade at a
substantial discount to book value despite
encouraging levels of rental growth.
1.5 £4bn 6,505 271 – (670) 6,106
41.6 153,341 965 (23,549) 38,297 169,054
At 30 September 2025 these investments totalled £169,054,000 or 41.6% of the portfolio.
Twenty Largest Holdings (continued)
*Not in the top 20 largest investments last year
2. AIM stock
15
Lowland Investment Company plc Annual Report 2025
Investment Portfolio
30 September
2025
Position Company Sector
Market value
£’000
% of
portfolio
1 HSBC Banks 17,555 4.3
2 Barclays Banks 10,439 2.6
3 BP Oil and Gas 10,430 2.6
4 M&G Investment Banking and Brokerage Services 10,120 2.5
5 GSK Pharmaceuticals and Biotechnology 9,979 2.5
6 Shell Oil and Gas 9,922 2.5
7 Aviva Life Insurance 9,050 2.2
8 FBD Non-Life Insurance (Ireland) 8,691 2.1
9 International Personal Finance Finance and Credit Services 8,630 2.1
10 Phoenix Life Insurance 7,866 1.9
10 largest 102,682 25.3
11 Standard Chartered Banks 7,161 1.8
12 Irish Continental Industrial Transportation (Ireland) 7,135 1.7
13 National Grid Gas, Water and Multi-utilities 7,124 1.7
14 Serica Energy¹ Oil and Gas 6,909 1.7
15 Senior Aerospace and Defence 6,737 1.7
16 Renold¹ Industrial Engineering 6,477 1.6
17 IMI Electronic and Electrical Equipment 6,368 1.6
18 Prudential Life Insurance 6,246 1.5
19 Rio Tinto Industrial Metals and Mining 6,109 1.5
20 Land Securities Real Estate Investment Trusts 6,106 1.5
20 largest 169,054 41.6
21 Legal & General Life Insurance 5,950 1.5
22 Johnson Matthey Chemicals 5,929 1.5
23 Lloyds Banking Banks 5,866 1.4
24 Balfour Beatty Construction and Materials 5,865 1.4
25 J Sainsbury Personal Care, Drug and Grocery Stores 5,845 1.4
26 Chesnara Life Insurance 5,718 1.4
27 Smith & Nephew Medical Equipment and Services 5,682 1.4
28 Hill & Smith Industrial Metals and Mining 5,552 1.4
29 Anglo American Industrial Metals and Mining 5,394 1.3
30 Morgan Advanced Materials Electronic and Electrical Equipment 5,225 1.3
30 largest 226,080 55.6
31 Kingfisher Retailers 5,167 1.3
32 Vanquis Banking Finance and Credit Services 5,116 1.3
33 BT Telecommunications Service Providers 5,113 1.2
34 NatWest Banks 5,046 1.2
35 Clarkson Industrial Transportation 5,004 1.2
36 Tesco Personal Care, Drug and Grocery Stores 4,936 1.2
37 ZIGUP Industrial Transportation 4,880 1.2
38 Babcock Aerospace and Defence 4,856 1.2
39 Springfield Properties¹ Household Goods and Home Construction 4,515 1.1
40 Johnson Service Industrial Support Services 4,328 1.1
40 largest 275,041 67.6
1. AIM stock
16
Lowland Investment Company plc Annual Report 2025
Investment Portfolio (continued)
30 September
2025
Position Company Sector
Market value
£’000
% of
portfolio
41 Eleco¹ Software and Computer Services 4,327 1.1
42 Severn Trent Gas, Water and Multi-utilities 4,270 1.0
43 Norcros Construction and Materials 3,960 1.0
44 FRP Advisory¹ Industrial Support Services 3,861 0.9
45 Ibstock Construction and Materials 3,693 0.9
46 Sabre Insurance Non-Life Insurance 3,591 0.9
47 Mondi General Industrials 3,582 0.9
48 Vertu Motors¹ Retailers 3,311 0.8
49 Vodafone Telecommunications Service Providers 3,203 0.8
50 Shaftesbury Capital Real Estate Investment Trusts 3,193 0.8
50 largest 312,032 76.7
51 Inchcape Retailers 3,012 0.7
52 DCC Industrial Support Services (Ireland) 2,959 0.7
53 STV Media 2,884 0.7
54 Marshalls Construction and Materials 2,848 0.7
55 Elementis Chemicals 2,842 0.7
56 Smiths News Industrial Support Services 2,797 0.7
57 Kier Construction and Materials 2,790 0.7
58 Aberdeen Investment Banking and Brokerage Services 2,764 0.7
59 Hammerson Real Estate Investment Trusts 2,759 0.7
60 Castings Industrial Metals and Mining 2,755 0.7
60 largest 340,442 83.7
61 Vesuvius Industrial Engineering 2,711 0.7
62 Cranswick Food Producers 2,661 0.7
63 Coats General Industrials 2,621 0.7
64 Reach Media 2,604 0.7
65 Speedy Hire Industrial Support Services 2,596 0.6
66 Halfords Retailers 2,596 0.6
67 Workspace Real Estate Investment Trusts 2,574 0.6
68 Volex¹ Electronic and Electrical Equipment 2,544 0.6
69 Dunelm Retailers 2,527 0.6
70 Somero Enterprises¹ Industrial Engineering (USA) 2,520 0.6
70 largest 366,396 90.1
71 TP ICAP Investment Banking and Brokerage Services 2,475 0.6
72 Bellway Household Goods and Home Construction 2,454 0.6
73 IP Investment Banking and Brokerage Services 2,363 0.6
74 Oxford Sciences Enterprises² Pharmaceuticals and Biotechnology 2,000 0.5
75 Carclo General Industrials 1,988 0.5
76 Ilika¹ Electronic and Electrical Equipment 1,958 0.5
77 Card Factory Retailers 1,913 0.5
78 Macfarlane General Industrials 1,813 0.5
79 Breedon Construction and Materials 1,796 0.4
80 Helical Real Estate Investment and Services 1,734 0.4
80 largest 386,890 95.2
1. AIM stock
2. Unlisted investment
17
Lowland Investment Company plc Annual Report 2025
Investment Portfolio (continued)
30 September
2025
Position Company Sector
Market value
£’000
% of
portfolio
81 Segro Real Estate Investment Trusts 1,639 0.4
82 DFS Furniture Retailers 1,596 0.4
83 Palace Capital Real Estate Investment Trusts 1,500 0.4
84 Costain Construction and Materials 1,485 0.4
85 Valterra Platinum Precious Metals and Mining (South Africa) 1,189 0.3
86 PZ Cussons Personal Care, Drug and Grocery Stores 1,053 0.3
87 Airea¹ Household Goods and Home Construction 1,031 0.2
88 RWS Holdings¹ Industrial Support Services 1,015 0.2
89
River UK Micro Cap
(formerly River & Mercantile) Closed-End Investments 1,000 0.2
90 Next 15¹ Media 979 0.2
90 largest 399,377 98.2
91 XP Power Electronic and Electrical Equipment 908 0.2
92 Watkin Jones¹ Real Estate Investment and Services 850 0.2
93 Churchill China¹ Household Goods and Home Construction 826 0.2
94 Flowtech Fluidpower¹ Electronic and Electrical Equipment 800 0.2
95 Headlam Household Goods and Home Construction 705 0.2
96 McBride Personal Care, Drug and Grocery Stores 619 0.2
97 Wynnstay¹ Food Producers 603 0.1
98 Paypoint Industrial Support Services 434 0.1
99 Ultimate Products Household Goods and Home Construction 362 0.1
100 Severfield Construction and Materials 283 0.1
100 largest 405,767 99.8
101 Faron Pharmaceuticals¹ Pharmaceuticals and Biotechnology (Finland) 175 0.1
102 Wadworth – Ordinary shares² Travel and Leisure 138 0.1
103 Harbour Energy Oil and Gas 130 –
104 Wadworth – Preference shares² Travel and Leisure 126 –
105 Ampeak Energy¹ Alternative Energy 122 –
106 Gran Tierra Energy Oil and Gas 63 –
107 Indus Gas¹ Oil and Gas 42 –
108 Mercantile Ports & Logistics¹ Industrial Transportation 1 –
109 Infrastructure India² Closed-End Investments – –
110 ACHP³ Non-Life Insurance – –
110 largest 406,564 100.0
111 Chamberlin³ Industrial Metals and Mining – –
112 Esken³ Industrial Transportation – –
113 Interserve³ Industrial Support Services – –
114 Tawa Associates³ Non-Life Insurance – –
Total investments 406,564 100.0
1. AIM stock
2. Unlisted investment
3. In administration
18
Lowland Investment Company plc Annual Report 2025
Our Approach to Environmental, Social and
Governance Matters
The Board believes that integrating environmental, social and
governance (‘ESG’) factors into the investment decision
making and ownership practices is an important element in
delivering the Company’s investment objective. ESG
considerations are a fully integrated component of the
investment processes employed by the Fund Managers and
the wider investment teams at Janus Henderson.
Defining ESG
●
Environmental factors include climate change, energy
efficiency, resource depletion and water and waste
management.
●
Social factors include employee and community relations,
diversity, quality of life, enhancements in knowledge and
advances in supportive technology.
●
Governance factors include risks such as bribery and
corruption, board diversity, executive pay, accounting
standards and shareholder rights, and corporate
behaviour.
Investment Considerations
Business longevity is at the core of the investment strategy of
the Company which includes considerations on ESG issues.
As with managing a business’ operational and financial risks,
those companies with good processes for managing ESG risk
factors outperform. While no sector is specifically excluded
from investment on ESG grounds, the Fund Managers seek to
understand how a company is managing ESG risks through
its policies and processes and where its investments are
targeted to evolve its business models to remain viable over
the longer term.
The analysis of ESG factors is integrated into the stock
selection and monitoring process. As with understanding a
company’s fundamentals and financial health, the evaluation
of ESG risks and opportunities is also integral to determining
the value of a business.
Janus Henderson seeks to understand how investee companies
are managing ESG risks, including climate change, through
their policies and processes and where their investments are
targeted to evolve their business models to remain resilient
over the long term. Janus Henderson engages actively with
companies and their management teams and uses a variety
of sources to help identify and monitor material ESG risks,
including research from their fund managers and analysts,
input from the Janus Henderson Responsible Investment and
Governance team and third-party data providers.
These issues are important not only as a standalone objective
in order to allocate the capital of the Company to the
companies with the most responsible practices, but are also
an integral part of the investment process.
The Fund Managers’ core principles can be broken down into
three main areas:
1. identifying investment opportunities;
2. identifying material risks; and
3. active engagement and upholding strong governance
standards.
Janus Henderson produces product-level Task Force on
Climate-Related Financial Disclosures (‘TCFD’) reports.
Thesereports include an overview of the climate-related
governance, strategy, risk management, and metrics and
targets of Janus Henderson and its portfolios. Product-level
metrics include absolute carbon emissions, carbon
footprint,weighted average carbon intensity, implied
temperature rise and climate scenario analysis (Climate
Valueat Risk). JanusHenderson’s TCFD Report specific
tothe Company isavailable on the Company’s website at
www.lowlandinvestment.com.
Stewardship and Company Engagement
Stewardship is an integral and natural part of Janus Henderson’s
long-term, active approach to investment management.
Strong ownership practices, such as management
engagement and proxy voting, can help protect and enhance
long-term shareholder value. Janus Henderson entities
support a number of stewardship codes and broader
initiatives around the world including being a founder
signatory of the UN Principles for Responsible Investment.
Theintensive research of the portfolio managers and analysts
involves conducting on an annual basis thousands of
interviews with senior executives and chairs of companies
throughout the world. These teams naturally develop long-
term relationships with the management of firms in which
theyinvest. Should concerns arise over a firm’s practices
orperformance, they seek to leverage these constructive
relationships by engaging with company management
orexpressing their views through voting on management
orshareholder proposals. Escalation ofthe engagement
activities depends upon a company’s individual circumstances.
Recent Examples of Engagement
Babcock
A representative from Janus Henderson’s Responsible
Investment and Governance team met with Babcock’s
Remuneration Committee Chair to review a proposed
incentive plan for the CEO and CFO. The discussion was
constructive. The Responsible Investment team expressed
support (on behalf of the Fund Managers) for the current
leadership following a successful turnaround which has
drivensignificant earnings growth and a higher share
valuation. Their aim is to retain the management team and
ensure they are appropriately incentivised in a way that aligns
with shareholder interests.
Environmental, Social and Governance Matters
Lowland Investment Company plc Annual Report 2025
19
Kier
The Fund Managers alongside a member of the Janus
Henderson Responsible Investment and Governance team
met with the chair of Kier to discuss a number of topics
including the potential impact of the Employment Rights Bill
on the organisation given it is a large employer. Other topics
included CEO succession planning, board composition and
capital allocation. The discussion did not raise any concerns.
Epwin
The Fund Managers met with the management team of
building materials producer Epwin in order to better
understand the reasons behind the board recommendation of
a takeover approach from a European peer at an optically low
valuation. The Fund Managers left the meeting with a better
understanding of the board’s reasoning, in particular the
dynamics of the shareholder register and concluded that the
deal was likely to proceed (it has since completed). Similar
discussions have been held this year with other companies
that have received takeover approaches including autos
supplier Dowlais.
Ilika
During the year, the Fund Managers met with the directors of
Ilika, a company developing solid state batteries. They learnt
about and discussed the plans to develop the next generation
of batteries for EV cars. The Company has participated in
capital raises that are needed for the plans to come to fruition.
Voting
The Board believes that voting at general meetings is an
important aspect of corporate stewardship and a means of
signalling shareholder views on board policy, practices and
performance. The Board has chosen to delegate responsibility
to Janus Henderson for voting the rights attached to the
shares held in the Company’s equity portfolio and the
Manager actively votes at shareholder meetings and engages
with companies as part of the voting process.
Voting decisions are taken in keeping with the provisions of the
Manager’s Responsible Investment Policy. These can be found
on the Manager’s website at www.janushenderson.com.
Corporate governance regimes vary significantly as a function
of factors such as the relevant legal system, extent of
shareholder rights and level of dispersed ownership.
Thevoting and engagement activities vary according to the
market and pay close attention to local market codes of
bestpractice.
However, there are certain core principles that are universal:
●
disclosure and transparency;
●
board responsibilities;
●
shareholder rights; and
●
audit and internal controls.
A key element of the Board’s approach to proxy voting is to
support these principles and to foster the long-term interests
of the Company’s shareholders.
In order to retain oversight of the process, the Board
receives an annual report on how the Manager has voted
the shares held in the Company’s equity portfolio and reviews,
at least annually, the Manager’s Responsible Investment Policy.
In the period under review, investee companies held 118
general meetings. The shares held in the Company’s equity
portfolio were voted in respect of 97% of these meetings.
The level of governance in leading global companies is
generally of a high standard in terms of best practice which
has meant that support in favour of the resolutions proposed
by management was warranted. However, out of the 118
meetings held there were 12 where theManager voted
against or abstained from at least one resolution, following
discussion between the Fund Managers and the Responsible
Investment and Governance team. Onoccasion, the Manager
takes voting decisions after consultation with the Chair on
behalf of the Board.
For the small number of resolutions that were not
supported, the majority related to executive remuneration or
board composition.
Voting record
98.92% of all resolutions voted
in favour
1.08% of all resolutions voted
against/abstained
The Environment
As an investment company, the Company’s own direct
environmental impact is minimal. The Company has no
greenhouse gas emissions to report from its operations, nor
does it have responsibility for any other emissions producing
sources under the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013. For the same reasons,
the Company considers itself to be a low energy user under
the Streamlined Energy & Carbon Reporting (‘SECR’)
regulations and therefore is not required to disclose energy
and carbon information.
Janus Henderson as Manager recognises the importance of
managing its operational activities in a sustainable way and
minimising any adverse impact on the environment. In 2021,
Janus Henderson reached its three-year target to reduce its
carbon footprint by 15% per full-time employee (‘FTE’) from
Environmental, Social and Governance Matters
(continued)
Lowland Investment Company plc Annual Report 2025
20
2018 levels. In2022, using guidance from the Science-Based
Target Initiative, Janus Henderson set ambitious new five-year
reduction targets versus a 2019 baseline and per FTE:
●
reduction target of 29.4% in Scope 1 (fuel) and Scope 2
(electricity) emissions;
●
reduction target of 17.5% in Scope 3 (business travel,
freight, paper, water, waste) emissions; and
●
reduction target of 17.5% on water and waste
consumption by FTEs.
In addition to this, Janus Henderson has been certified as
aCarbonNetural
®
company since 2007 and offsets all its
operational Scope 1, Scope 2 and Scope 3 operational
emissions each year. Through this process, Janus Henderson
has invested in a variety of offset projects around the world,
delivering financial support to essential renewable energy,
forestry and resource conservation projects that support
reductions in greenhouse gas emissions. All projects
JanusHenderson supports have been classified as
‘additional’ by an independent third party, meaning they
would not happen without the sale of carbon credits.
Janus Henderson discloses its carbon emissions annually
through regulatory and voluntary reporting frameworks,
including the CDP (formerly the Carbon Disclosure Project),
aswell asin its 2024 Responsibility Report.
Business Ethics
As the Company’s operations are delegated to service
providers, the Board seeks assurances, at least annually,
fromits service providers that they comply with the provisions
of the UK Modern Slavery Act 2015 and maintain adequate
safeguards in keeping with the provisions of the Bribery Act
2010, Criminal Finances Act 2017, and sanctions element of
the Economic Crime (Transparency and Enforcement) Act
2022. The Company has received assurances from its main
suppliers that they maintain a zero-tolerance policy towards
the provision of illegal services.
Environmental, Social and Governance Matters
(continued)
Lowland Investment Company plc Annual Report 2025
21
Business Model
Investment Objective
The Company aims to give shareholders a higher than
average return with growth of both capital and income over
the medium to long term by investing in a broad spread of
predominantly UK companies. The Company measures its
performance against the FTSE All-Share Index.
Investment Policy
Asset Allocation
The Company invests in a combination of large, medium and
smaller companies listed predominantly in the UK. We are not
constrained by the weightings of any index; we limit risk by
running a diversified portfolio, which is constructed on a
bottom-up, stock-picking basis. In normal circumstances up
tohalf the portfolio is invested in FTSE 100 companies; the
remainder is divided between small and medium-sized
companies. The Manager may also invest a maximum of
15%in other listed trusts.
Dividend
The Company aims to pay a progressive dividend, with
eachquarterly dividend equal to or greater than its
previousequivalent.
Gearing
The Board believes that debt in a closed-end fund is a
valuable source of long-term outperformance, and therefore
the Company will usually be geared. At the point of drawing
down debt, gearing will not exceed 20% of the portfolio
valuation. Borrowing will be a mixture of short and long-
dated debt, depending on relative attractiveness of rates.
Our Purpose
The Company’s purpose is to deliver growth in income and
capital for shareholders by investing in equities. We do this
byfollowing a disciplined process for investment and by
controlling costs and using borrowings to enhance returns.
Our Strategy
We fulfil our purpose by operating as an investment company,
enabling us to delegate operational matters to specialist
third-party service providers. Their performance is monitored
and challenged by a Board of Directors which retains
oversight of the Company’s operations.
The framework of delegation provides a cost-effective
mechanism for delivering operations whilst allowing the
Company to take advantage of the capital gains tax treatment
afforded to investment trusts which are approved under
Section 1158/9 of the Corporation Tax Act 2010 as amended
(‘Section 1158/9’). The closed-end nature of the Company
enables the Fund Managers to take a longer-term view of
investments and supports a fully invested portfolio as the
Company has no redemptions to meet. A significant
advantage over other investment fund structures is the ability
to use leverage to increase returns for shareholders.
The Board is comprised entirely of non-executive Directors
accountable to shareholders, who have the ability to remove a
Director from office where they deem it to be in the interests
of the Company.
The Company’s Status
The Company is registered as a public limited company,
founded in 1960, and is an investment company as defined
inSection 833 of the Companies Act 2006. TheCompany is
not a close company. It operates as an investment trust in
accordance with Section 1158/9 and has obtained approval
from HMRC for its status. The Directors are of the opinion that
the Company has conducted its affairs in compliance with
Section 1158/9 since approval was granted and intends to
continue to do so.
The Company has a listing in the closed-end investment funds
category of the Financial Conduct Authority’s (‘FCA’)
UKListing Rules and trades on the main market of the
London Stock Exchange. The Company must comply with
theUK Listing, Prospectus and Disclosure Guidance and
Transparency Rules of the FCA. TheCompany is a member
ofthe Association of Investment Companies (‘AIC’).
The Company, and the Board, is governed by its Articles of
Association, amendments to which must be approved by
shareholders by way of special resolution.
Values and Culture
The Board aspires to follow high standards of governance,
with a culture based on openness, mutual respect, integrity,
constructive challenge and trust. The Board seeks always to
act in the best interests of shareholders, making the most
effective use possible of the diversity of skills and experience
of its members. This culture of openness and constructive
challenge extends to the Board’s interaction with the
Manager, being the Company’s most important service
provider. The Board expects the Manager and all of the
Company’s other service providers to hold values which align
with the high standards promoted by the Board.
Board Diversity and Experience
The Company’s affairs are overseen by a Board of five
non-executive Directors – two females and three males.
TheDirectors are diverse in their experience, bringing
knowledge of investment markets, banking and accounting
and auditing expertise to discussions regarding the
Company’s business. The Directors regularly consider the
leadership needs and specific skills required to achieve the
Company’s investment objective and are cognisant of
diversity when making appointments to the Board. Further
details regarding the Board’s Diversity and Inclusion Policy,
including its approach to recommended diversity targets,
canbe found on page 45.
Lowland Investment Company plc Annual Report 2025
22
Business Model (continued)
The Company has no employees and therefore has no further
disclosures to make in respect of gender representation within
the Company.
Management
The Company is an Alternative Investment Fund (‘AIF’) in
accordance with the Alternative Investment Fund Managers
Directive (‘AIFMD’). The Company has appointed Janus
Henderson Fund Management UK Limited (‘JHFM’) to act as
its Alternative Investment Fund Manager (‘AIFM’). JHFM
delegates investment management services to Janus
Henderson Investors UK Limited. Both entities are authorised
and regulated by the FCA and form part of the Janus
Henderson group of companies. References to ‘Janus
Henderson’ or ‘the Manager’ within this report refer to the
services provided by the Manager’s group.
The Manager is engaged under the terms of an agreement
which was effective from July 2014. The agreement is
terminable by the Company on six months’ notice (or less,
inwhich case compensation would be payable to the
Manager). The Manager can terminate the agreement on
twelve months’ notice.
The fund management team is James Henderson and
LauraFoll. James has been Fund Manager since 1990
andLaurahas been co Fund Manager since 2016.
Janus Henderson and its subsidiaries provide accounting,
company secretarial and general administrative services.
Some of the administration and accounting services are
carried out, on behalf of Janus Henderson, by BNP Paribas.
The Corporate Secretary, Janus Henderson Secretarial
Services UK Limited, is a subsidiary of Janus Henderson with
its own reporting lines and audited internal controls. There are
processes and controls in place to ensure that there is a clear
distinction between the Corporate Secretary and the Manager,
particularly when dealing with any conflicts or issues between
the Company and Janus Henderson.
Management Fee Arrangements
The management fee is calculated on a tiered basis at the
rateof 0.5% per annum of the first £325m of the average net
chargeable assets, with the balance above that charged at a
reduced rate of 0.4% per annum for the financial year under
review. Management fees are charged 50% to revenue and
50% to capital.
Net chargeable assets are defined as total assets less current
liabilities and without limitation any borrowings at fair value,
less the value of any investment in Janus Henderson Group
plc and the value of any investment in any funds managed by
Janus Henderson.
Key Performance Indicators
In order to measure the success of the Company in meeting
its objectives and to evaluate the performance of Janus
Henderson, the Directors take into account the following key
performance indicators.
The charts and tables on pages 2 and 3 show how the
Company has performed and the Chair’s Statement and
Fund Managers’ Report give more information on performance.
Performance Measured against the Benchmark
The Board reviews and compares, at each meeting, the
performance of the portfolio as well as the NAV and share price
for the Company and its benchmark, the FTSE All-Share Index.
Discount/Premium to Net Asset Value
At each Board meeting, the Board monitors the level of the
Company’s discount/premium to NAV and reviews the
average discount/premium for the Company’s relevant AIC
sector (UK Equity Income).
The Board does not believe that a formal discount control
mechanism is in the interests of shareholders. It would negate
some of the benefits of a closed-end fund. It might force the
Company to purchase its own shares at a time when it does
not have spare cash; when it may be inopportune to realise
investments; or when there are good buying opportunities
inthe market. The Board may agree to purchase Lowland
shares opportunistically if it believes that the benefits in terms
of NAV enhancement are sufficient.
The Board continues to believe that the best way of reducing
or eliminating the discount is to provide superior returns to
shareholders, and to elucidate the attractions of investment
inLowland to as large and diverse an audience as possible.
The Board is prepared to issue shares at a premium, provided
the transaction will enhance NAV, and provided that a
premium has prevailed for sufficient time for current
shareholders to have had the opportunity to sell shares at a
premium. The Board would see the advantages as including
NAV enhancement, reducing the bid/offer spread (the
difference in price between which investors can buy and sell
shares), reducing the ongoing charge ratio, growing the
Company, and increasing liquidity in its shares. The Board
believes that each of these five factors will be in the interests
of Lowland’s shareholders.
The Company publishes a NAV per share figure on a daily
basis, through the official newswire of the London Stock
Exchange. This figure is calculated in accordance with the AIC
formula and includes current financial year revenue items.
Lowland Investment Company plc Annual Report 2025
23
Business Model (continued)
Performance against the Company’s Peer Group
The Company is included in the AIC UK Equity Income sector.
In addition to comparison against the stated benchmark, the
Board also considers the performance against its AIC peer
group and against other metrics, such as blended indices,
which more accurately reflect the composition of the
Company’s portfolio at each Board meeting.
Ongoing Charge
The Ongoing Charge is a measure of the recurring expenses
incurred by the Company expressed as a percentage of the
average shareholders’ funds over the year calculated in
accordance with AIC guidance. The Board regularly reviews
the Ongoing Charge and monitors all Company expenses.
Borrowings
For the year ended 30 September 2025, the Company had a
committed loan facility of up to £40m with BNP Paribas,
London Branch, which allowed it to borrow as and when
appropriate. The Company also had a conditional option to
increase the facility by £20m. This facility, which bore interest
based on the compounded risk-free rate, was renewed for a
further year on 23 October 2025.
The maximum amount drawn down in the year under review
was £25.1m (2024: £29.4m), with borrowing costs for the year
totalling £1,064,000 (2024: £1,272,000). £18.6m (2024:
£19.2m) of the facility was in use at the year end.
The Company also has in issue £30m fixed rate 20-year
senior unsecured loan notes at a fixed sterling coupon rate of
3.15%.
Gearing at 30 September 2025 was 11.5% (2024: 11.0%) of
net asset value.
Future Developments
The future performance of the Company is dependent on
international financial markets which are subject to various
external factors, including political and economic conditions.
Itis the Board’s intention that the Company will continue
topursue its stated investment objective and policy.
TheChair’s Statement and the Fund Managers’ Report
provide commentary on the outlook of the Company.
Approval
The Strategic Report has been approved by the Board.
Helena Vinnicombe
Chair
8 December 2025
Lowland Investment Company plc Annual Report 2025
24
Section 172 Statement
The Directors’ overarching duty is to promote the success of
theCompany for the benefit of investors, with consideration of
stakeholders’ interests, as set out in Section 172 of the
Companies Act 2002. TheBoard regards a well governed
business as essential for the successful delivery of its
investment proposition. Shareholders’ assets are managed
taking account of our stakeholders and their interests.
The Company has no employees, premises, assets other than
financial assets or operations. The Board engages reputable
third-party suppliers with established track records to deliver
day-to-day operations. The most important of these is the
Manager, in particular the Fund Managers, who are
responsible for the management of the Company’s assets
inline with the investment objective, the Corporate Secretary,
the Head of Investment Trusts and the Financial Reporting
Senior Manager for Investment Trusts. The Board maintains
aclose working relationship with the Manager and holds it to
account for the smooth running of the Company’s day-to-day
business. There is continuous engagement and dialogue
between Board meetings, with communication channels
remaining open and information, ideas and advice flowing
freely between the Board and the Manager.
The Board retains responsibility for decisions over corporate
strategy, corporate governance, risk and internal control
assessment, determining the overall limits and restrictions forthe
portfolio and in respect of gearing and asset allocation,investment
performance monitoring and setting marketing budgets.
Engagement with Stakeholders
The Board maintains a map of the Company’s key stakeholders
which supports it in understanding and fostering an appropriate
level of interaction with them. The Company’s principal
stakeholders are its shareholders and investors, the Manager
and other third-party service providers and the companies in
which it invests. Wider stakeholders include the Company’s
lenders and regulatory and legislative bodies. Interaction is
facilitated through meetings (both face-to-face and via video
conferencing and other electronic means), seminars,
presentations, publications and the Company’s website.
Set out below are more general ways in which the Board and the Company have interacted with the principal stakeholders
during the year under review.
Stakeholder Engagement
Outcome
Shareholders
and investors
The Board communicates with shareholders through the annual and
half year reports, fact sheets, press releases, website and videos
recorded by the Fund Managers. The Board meets with shareholders
at the AGM, which is live-streamed and shareholders are therefore
able to join the meeting online if they cannot attend in person. The
AGM includes a Fund Managers’ presentation and Q&A session.
The Chair and Directors make themselves available to meet with the
Company’s shareholders. The Fund Managers, the Manager’s sales
and marketing team, the broker and external marketing research
provider (Edison) also meet with shareholders and analysts.
The Fund Managers promote the Company with the support of the
Manager’s dedicated investment trust sales team and the Board
makes additional spend available to support marketing activities
aimed at raising the profile of the Company.
Clear communication of the Company’s
strategy and performance means that
shareholders are able to make informed
decisions about their investments.
Close interaction with shareholders
enables the Board to understand their
views and expectations. Direct
engagement with retail shareholders
has been increased in the year through
participation by the Fund Managers at
investor roadshows.
The presentation from the Fund
Managers will be available to watch on
the Company’s website after the AGM.
Manager The Board sets and oversees the parameters for the Manager’s
activities, including asset allocation, gearing and risk management.
The Board seeks to engage with the Manager in a collaborative
manner, encouraging open and constructive discussion and
debate, whilst also ensuring appropriate and regular challenge.
The Fund Managers attend Board meetings. TheBoard receives
timely and accurate information from the Manager at meetings and
engages with the Fund Managers and Corporate Secretary
between meetings as well as with other representatives as and
when it is deemed necessary.
The Board meets with key representatives of the Manager
throughout the year to develop strategy, assess internal controls
and risk management and to discuss sales and marketing activities
to promote the success of the Company and raise its profile. The
Board also meets without the Manager present to ensure it retains
its independence.
The Board places great value on the
expertise and experience of the Fund
Managers to execute the investment
objective and deliver returns for
shareholders, and on the Manager’s
internal controls and risk management
processes.
Promoting the Company’s Success
Lowland Investment Company plc Annual Report 2025
25
Promoting the Company’s Success (continued)
Stakeholder Engagement
Outcome
Other third-
party service
providers
The Board is conscious of the need to foster good business
relationships with its suppliers. As an investment company, all
services are outsourced to third-party service providers. The
Manager maintains the overall day-to-day relationship with the
service providers and reports back to the Board on performance
atleast annually. The Board meets service suppliers as and when
considered necessary or desirable.
The Board regularly considers the support provided by the service
providers, including quality of service, succession planning and any
potential interruption of service or other risks to provision.
The Board is confident that Janus
Henderson has developed and
maintains good working relationships
with all of the Company’s third-party
suppliers.
Investee
companies
The Board sets the investment objective and discusses stock
selection and asset allocation withthe Fund Managers regularly.
On behalf of the Company, the Manager engages with the investee
companies, exercising good stewardship practices, including a
focus on ESG matters with an approach agreed with the Board.
The Manager has a dedicated Responsible Investment and
Governance team that the Fund Managers can use when making
investment decisions and voting.
The Company is a responsible investor.
Pleasealso see the section
‘Environmental, Social and Governance
Matters’ onpages 19 to 21.
Board Decision-making
The Board is always mindful of the need to act in the best
interests of stakeholders as a whole and to have regard to
other applicable Section 172 factors. These considerations
form part of the Board’s decision-making process. The
following key decisions taken by the Board during the year
ended 30 September 2025 are examples of this.
●
Buying back the Company’s shares: after careful
consideration, the decision was made to commence a
programme to buy back the Company’s shares in the
market during the year. The Board considered that,
against the current market background, share buybacks
would help to enhance the NAV of the shares. This
objective was achieved, with buybacks contributing 1.2%
to the return for the year and, as noted in the Fund
Managers’ Report, they were also earnings enhancing for
existing shareholders. With the shareholder authority
having been substantially used by July 2025, a general
meeting was held in September 2025 to renew the
authority to ensure that the Company would be able to
continue to buy back shares should this be considered to
be to the benefit of the Company and its shareholders.
The Board remains of the view that a formal buyback
policy is inflexible and not in the best interests of
shareholders, and its policy for buying back and issuing
shares is set out on page 23.
●
Monitoring portfolio income and consideration of dividend
policy: the Board is conscious that dividend income is
important to shareholders and has monitored carefully
thelevel of portfolio income versus proposed dividends.
This prudent approach has allowed the Company to
increase the dividend to shareholders every year since
2009, and tohave at least maintained the dividend since
the Company’s inception.
●
Short-term debt: the Company’s £40m revolving credit
facility with BNP Paribas, London Branch, was due to
expire in October 2025. The Board sought quotes for
renewal of the facility during the year and has since
entered into an amendment agreement with BNP Paribas,
London Branch, to extend the facility for a further year.
Gearing has enhanced the long-term returns of the
Company and the Board agreed that it was in
shareholders’ interests to continue with the facility.
26
Lowland Investment Company plc Annual Report 2025
Managing Risks
The Board, with the assistance of the Manager, has
carriedout a robust assessment of the principal risks and
uncertainties, including emerging risks, facing theCompany.
The assessment took into account those risks that would
threaten its business model, future performance, solvency or
liquidity and reputation. The Board regularly considers the
principal risks facing the Company and has drawn up a matrix
of risks. The Board has put in place a schedule of investment
limits and restrictions, appropriate to the Company’s
investment objective and policy.
The principal risks which have been identified and the steps
taken by the Board to mitigate these are set out in the table
below. The principal financial risks are detailed in note 14 to
the financial statements. Details of how the Board monitors
the services provided by Janus Henderson and its other
suppliers, and the key elements designed to provide effective
internal control, are explained further in the internal controls
section of the Corporate Governance Statement on pages
41and 42.
Principal risks Mitigating measure
Market, geopolitical, macroeconomic or environmental
conditions cause a material fall in market value
Global conflicts and changes in the international political
landscape, including the introduction of trade tariffs, have
heightened tensions across the world, and significantly
increased volatility in equitymarkets.
Macroeconomic conditions in the UK have led to increased
volatility in the UK equity market.
The potential impact of further global health crises on the
Company’s investments and its direct and indirect effects,
including the effect on the global economy.
The Fund Managers maintain close oversight of the
Company’s portfolio, and in particular its gearing levels and
the performance of investee companies. Regular stress
testing of the revenue account under different scenarios for
dividends is carried out. The Board monitors volatility, and
holds a regular dialogue with the Fund Managers to
understand the impact on the Company’s portfolio.
Investment activity and strategy risk
An inappropriate investment strategy, failure to take account
ofclimate risk impacts on the portfolio, or poor execution,
forexample, in terms of asset allocation or level of gearing,
mayresult in underperformance against the Company’s
benchmark index and the companies in its peer group, and
also in the Company’s shares trading on a wider discount to
the NAV per share. A hostile shareholder may seek to take
control of the Company in order to further its own objectives,
which may not be in accordance with those of the wider
shareholder group.
The Board manages these risks by ensuring a diversification
of investments and a regular review of the extent of
borrowings. Janus Henderson operates in accordance with
investment limits and restrictions determined by theBoard,
which includes limits on the extent to which borrowings may
be employed.
The Board reviews the investment limits and restrictions on a
regular basis and the Manager confirms adherence to them
every month. Janus Henderson provides the Board with
management information, including performance data and
reports and shareholder analyses.
The Board monitors the implementation and results of the
investment process with the Fund Managers at each Board
meeting and monitors risk factors, including ESG factors in
relation to climate risk, in respect of the portfolio.
Investment strategy is reviewed at each meeting.
Portfolio and market price
Although the Company invests almost entirely in securities
that are listed on recognised markets, share prices may move
rapidly. The companies in which investments are made may
operate unsuccessfully, or fail entirely. A fall in the market
value of the Company’s portfolio would have an adverse effect
on equity shareholders’ funds.
The Board reviews the portfolio at the five Board meetings
held each year and receives regular reports from the
Company’s broker. A detailed liquidity report is considered on
a regular basis.
The Fund Managers closely monitor the portfolio between
meetings and mitigate this risk through diversification of
investments. The Fund Managers periodically present the
Company’s investment strategy in respect of current market
conditions. Performance relative to the FTSE All-Share Index,
and other UK equity income trusts is also monitored.
Dividend income
A reduction in dividend income could adversely affect the
Company’s dividend record.
The Board reviews income forecasts at each meeting. The
Company has revenue reserves of £9.7m (beforepayment of
the third interim and final dividend) anddistributable capital
reserves of £243.3m.
Lowland Investment Company plc Annual Report 2025
27
Managing Risks (continued)
Principal risks Mitigating measure
Financial risk
The financial risks faced by the Company include market price
risk, interest rate risk, liquidity risk, currency risk and credit
and counterparty risk.
The Company minimises the risk of a counterparty failing
todeliver securities or cash by dealing through
organisationsthat have undergone rigorous due diligence
byJanusHenderson. The Company holds its liquid funds
almost entirely in interest-bearing bank accounts in the UK
oron short-term deposit. This, together with a diversified
portfolio which comprises mainly investments in large and
medium-sized listed companies, mitigates the Company’s
exposure to liquidity risk. Currency risk is mitigated by the
low exposure to overseas stocks. Please also see note 14
tothe financial statements.
Gearing risk
In the event of a significant or prolonged fall in equity markets,
gearing would exacerbate the effect of the falling market on
the Company’s NAV per share and, consequently, its
shareprice.
At the point of drawing down debt, gearing will not exceed
20% of the portfolio valuation.
The Company minimises the risk by the regular monitoring of
the levels of the Company’s borrowings in accordance with
the agreed limits. The Company confirms adherence to the
covenants of the loan facilities on a monthly basis.
Tax and regulatory
Changes in the tax and regulatory environment could
adversely affect the Company’s financial performance,
including the return on equity.
A breach of Section 1158/9 could lead to a loss of investment
trust status, resulting in capital gains realised within the
portfolio being subject to corporation tax. A breach of the UK
Listing Rules could result in suspension of the Company’s
shares, while a breach of the Companies Act 2006 could lead
to criminal proceedings, or financial or reputational damage.
The Manager provides its services, inter alia, through suitably
qualified professionals and the Board receives internal control
reports produced by the Manager on a quarterly basis, which
confirm legal and regulatory compliance. The Fund Managers
also consider tax and regulatory change in their monitoring of
the Company’s underlying investments.
Operational
Disruption to, or failure of, the Manager’s or its administrator’s
(BNP Paribas) accounting, dealing or payment systems or the
Depositary’s records could prevent the accurate reporting and
monitoring of the Company’s financial position. Cyber crime
could lead to loss of confidential data. The Company is also
exposed to the operational risk that one or more of its
suppliers may not provide the required level of service.
The Board monitors the services provided by the Manager
and its other suppliers and receives reports on the key
elements in place to provide effective internal control.
Cyber security is closely monitored and the Audit and
RiskCommittee receives an annual presentation from
JanusHenderson’s Chief Information Security Officer.
Details of how the Board monitors the services provided
byJanus Henderson and its other suppliers and the key
elements designed to provide effective internal control are
explained further in the Internal Controls section of the
Corporate Governance Statement on pages 41 and 42.
Emerging Risks
In addition to the principal risks facing the Company, the
Board also regularly considers potential emerging risks, which
are defined as potential trends, sudden events or changing
risks which are characterised by a high degree of uncertainty
in terms of the probability of them happening and the possible
effects on the Company. Should an emerging risk become
sufficiently clear, it may be moved to a principal risk.
The Board has not identified any emerging risks which are not
already encompassed within the existing principal risks.
Lowland Investment Company plc Annual Report 2025
28
Viability Statement
The Company is a long-term investor; as such, the Board
believes it is appropriate to assess the Company’s viability
over a five-year period in recognition of its long-term horizon
and what the Directors believe to be investors’ horizons,
taking account of the Company’s current position and the
potential impact of the principal and emerging risks and
uncertainties as documented in this Strategic Report. The
Directors have completed their assessment for the year under
review and report as set out below.
The assessment has considered the impact of the likelihood
of the principal and emerging risks and uncertainties facing
the Company, in particular investment strategy and
performance against benchmark, whether from asset
allocation or the level of gearing, and market risk, including
climate risk, in severe but plausible scenarios, and the
effectiveness of any mitigating controls in place.
The Board has reviewed three additional model scenarios
which evaluate the impact on the revenue forecast and
reserves. These range from a worst case scenario which
includes a 10% reduction in income and net assets, through
to a scenario where there is no income growth and no
reduction in income or net assets. Increasing dividends to
shareholders could continue under allthree scenarios,
although the Company would need to useits capital reserves
in some cases. None of the results ofthe scenarios used
would therefore threaten the viability oftheCompany.
The Board has taken into account the liquidity of the portfolio
and the gearing in place when considering the viability of the
Company over the next five years and its ability to meet
liabilities as they fall due. This included consideration of the
duration of the Company’s loan facilities and how a breach
ofthe loan facility covenants could impact on the Company’s
liquidity, NAV and share price.
The Board does not expect there to be any significant change
in the current principal risks and adequacy of the mitigating
controls in place. Also, the Directors do not envisage any
change in strategy or objectives or any events that would
prevent the Company from continuing to operate over that
period as the Company’s assets are liquid, its commitments
are limited and the Company intends to continue to operate
as an investment trust. Only a substantial financial crisis
affecting the global economy could have an impact on
thisassessment.
In coming to this conclusion, the Directors have considered
the ongoing impact of global conflicts and changes in the
international political landscape, in particular the impact on
income and the Company’s ability tomeet its investment
objective. The Board does not believe that these will have a
long-term impact on the viability of the Company and its ability
to continue in operation, notwithstanding the short-term
uncertainty it has caused in the markets.
Based on this assessment, the Directors have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the next
five-year period.
The Directors have also concluded that the Company has
adequate resources to continue in operational existence until
31 December 2026, which is a period of at least 12 months
from the date of approval of these financial statements, and it
is therefore appropriate to prepare these financial statements
ona going concern basis.
Lowland Investment Company plc Annual Report 2025
29
Governance
30
Biographies
Directors
Helena Vinnicombe
Position: Chair of the Board and of the Nominations and
Remuneration and Management Engagement Committees
(Chair 28 January 2025)
Appointed: 1 May 2021
Skills and Experience: Helena was formerly a partner
atSmith & Williamson Investment Management, where she
latterly chaired the Asset Allocation Committee as well as
being a member of the Investment Strategy Group and
Investment Process Committee.
Helena brings extensive experience of asset management,
client relationships and sales, strategy and risk management,
as well as strategic andoperational experience in asset
allocation, investment research and client management.
Current External Appointments: Helena is a director of
TheLindsell Train Investment Trust plc, a Trustee for Child
Health Research CIO and Nesta and a member of the
Advisory Committee for M&G Charifund and Charity Multi
Asset Fund. She also acts as an independent consultant to
charities with Portfolio Review Services.
Duncan Budge
Position: Director
Date of appointment: 14 July 2014
Skills and Experience: Duncan was formerly a director and
Chief Operating Officer ofRIT Capital Partners plc, and
adirector ofJ.Rothschild Capital Management Limited
(RIT’smanagement company). Prior to this hespent six years
atLazard Brothers & Co.Limited.
Duncan brings extensive experience in the investment trust
sector which adds strength and technical depth to Board
discussions and allows him to challenge the Fund Managers
on their investment decisions and views.
Current External Appointments: Duncan is a non-executive
director of Biopharma Credit plc, Patria Private Equity Trust plc
and Asset Value Investors Ltd.
Back row, left to right, Tom Walker, Laura Foll, Duncan Budge, Gay Coley, Mark Lam.
Front row, Helena Vinnicombe, James Henderson.
All Directors are non-executive, considered independent of Janus Henderson and are members of the Audit and Risk (exceptthe
Chair), Nominations and Remuneration, Management Engagement and Insider Committees.
Lowland Investment Company plc Annual Report 2025
31
Biographies (continued)
(Susan) Gaynor Coley
Position: Director and Chair of the Audit and Risk Committee
(Audit and RiskCommittee Chair 24 January 2017)
Date of appointment: 1 November 2016
Skills and Experience: Gaynor was previouslythe Chairman
of The Wave Group Ltd, Director ofPublic Programmes at the
Royal Botanic Gardens Kew, Managing Director of the Eden
Projectin Cornwall, and Director of Finance at Plymouth
University. Aqualified chartered accountant, she has over
30years ofexperience inprivate and public sector finance
and governance.
Gaynor’s broad commercial and finance experience allows
her to consider the investment and financial performance of
the Company with a broader perspective and she also brings
a strong focus on marketing, particularly digital channels.
Current External Appointments: Gaynor is a non-executive
director of Foresight Enterprise VCT plc and BlackRock
American Income Trust plc and a director of The Road to
Happiness Limited.
Mark Lam
Position: Director
Appointed: 1 January 2024
Skills and Experience: Mark is a FTSE 100/250 chair and
board director, with commercial experience across a range of
market sectors, including digital, telecommunications, media
and gaming. He was Chief Technology and Information Officer
of Openreach, responsible for the architecture of the UK’s
fibre network, and previously held senior executive positions
at a number of major technology firms.
Current External Appointments: Mark is currently
Chairman of Games Workshop Group plc, the FTSE 100
maker of Warhammer, and of Royal Free London, a public
hospital chain.
Thomas Walker
Position: Director
Date of appointment: 1 July 2019
Skills and Experience: Tom is aqualified chartered
accountant and has broad international experience of
managing funds, including investment trusts. Hewas formerly
a Fund Manager with Martin Currie Investment Management,
where latterly he headed up the global long-term unconstrained
team and was also the manager of the global investment trust,
Martin Currie Global Portfolio Trust plc.
Tom’s detailed knowledge of investment trusts brings scrutiny
tothe technical aspects of the management of the Company,
as well as the ability to challenge the Fund Managers’ views
and decisions.
Current External Appointments: Tom is a non-executive
director of JPMorgan Japanese Investment Trust plc.
Fund Managers
James Henderson
James Henderson is Director of UK Investment Trusts and
aFund Manager at Janus Henderson Investors, a position
hehas held as part of the Janus Henderson team since 2003.
Hejoined Janus Henderson in 1983 as a trainee fund manager
and, during his tenure with the firm,has been successfully
managing a number of investment trusts, andLowland since
1990. Prior to joining Janus Henderson hewasan accountant
traineeat Binder Hamlyn. James graduated with an MA
(Hons) ineconomics from Cambridge University and has
over40 years offinancial industry experience.
Laura Foll
Laura Foll is a Fund Manager at Janus Henderson Investors,
aposition she has held as part of the Janus Henderson team
since 2014. Laura joined Janus Henderson in 2009 as part of
the graduate scheme. She was subsequently named a global
analyst on the value and income team and later an assistant
fund manager for the global equity income team. Laura
graduated from the London School of Economics with
anhonours degree in economic history with economics.
Sheholds the Chartered Financial Analyst designation
andhas 15 years of financial industry experience.
Lowland Investment Company plc Annual Report 2025
32
Report of the Directors
The Directors present their report and the audited
financialstatements of the Company for the year ended
30September 2025.
Lowland Investment Company plc (registered in England &
Wales with company registration number 670489) was active
throughout the year under review and wasnot dormant.
The Corporate Governance Statement and Audit and Risk
Committee Report on pages 40 to 49, Statement of
Directors’Responsibilities on page 35, explanations to
theAGM resolutions on pages 85 and 86 and Securities
Financing Transactions, Alternative Performance Measures
and other information on pages 76 to 81 form part of the
Directors’ Report.
Results and Dividends
The results for the year are set out in the financial statements.
One interim dividend of 1.625p and two interim dividends of
1.65p each, totalling 4.925p per share, have been declared
and/or paid in respect of the yearto 30 September 2025.
Afinal dividend of 1.70p per share is beingproposed for
approval at the forthcoming AGM. Ifapproved, the final
dividend will be paid on 30 January 2026 to shareholders on
the register on 30 December 2025. The Company’s shares
will be quoted ex-dividend on 29 December 2025. See note
10 on page 66 for moreinformation.
A review of the year and the outlook for the forthcoming year
can be found in the Strategic Report.
Directors
The Directors of the Company are listed on pages 31 and 32.
All served throughout the period. Robert Robertson retired
from the Board on 28 January 2025.
In accordance with the recommendations of the AIC Code of
Corporate Governance, all Directors will offer themselves for
re-election at the forthcoming AGM.
The Directors’ Remuneration Report on pages 36 to 39
provides information on the remuneration and share interests
of the Directors. Details of Directors’ insurance and
indemnification are set out on page 43.
Directors’ Conflicts of Interest
The Company’s Articles of Association permit the Board to
consider, and, if it sees fit, to authorise situations where a
Director has an interest that conflicts, or may possibly conflict,
with the interests of the Company (‘situational conflicts’). The
Board has a formal system in place for Directors to declare
situational conflicts to be considered for authorisation by those
Directors who have no interest in the matter being considered.
In deciding whether to authorise a situational conflict, the
non-conflicted Directors must act honestly and in good faith
with a view to the best interests of the Company and they may
impose limits or conditions when giving the authorisation, or
subsequently, if they think this is appropriate. Any situational
conflicts considered, and any authorisations given, are
recorded in the relevant meetings’ minutes. The prescribed
procedures have been followed in deciding whether, and on
what terms, to authorise situational conflicts and the Board
believes that the systems it has in place for reporting and
considering situational conflicts continue to operate effectively.
Share Capital
The Company’s share capital comprises ordinary shares with
a nominal value of 2.5p each. The voting rights of the shares
on a poll are one vote for every share held. There are no
restrictions on the transfer of the Company’s ordinary shares
or voting rights, no shares which carry specific rights with
regard to the control of the Company and no agreement
which the Company is party to that affects its control following
a takeover bid. To the extent that they exist, the revenue
profits of the Company (including accumulated revenue
reserves and realised capital gains) are available for
distribution by way of dividends to the holders of the ordinary
shares. Upon a winding-up, after meeting theliabilities of the
Company, the surplus assets would be distributed to the
shareholders pro rata to their holding of ordinary shares.
At the beginning of the year, there were 270,185,650 ordinary
shares in issue, with none held in treasury. During the year,
50,213,385 shares with a nominal value of £1,225,335 and
representing 18.6% of the issued share capital, were bought
back in the market and placed into treasury for a total net
payment of £67,212,000. 12,793,619 of these shares were
bought back under the shareholder authority granted at the
2024 AGM, and 37,419,766 shares were bought back under
the shareholder authority granted at the 2025 AGM. The
Company was subsequently granted authority to buyback
anadditional 32,973,842 shares at a General Meeting held on
10September 2025; no shares have been bought back under
this authority and the Company has remaining authority to
buy back up to 34,137,141 shares. No shares were issued
during the year or in the period up to the date of this report
and the Board has remaining authority to issue up to
25,739,203 shares. These authorities will expire at the
conclusion of the 2026 AGM.
At 30 September 2025 and the date of this report, the number
of ordinary shares in issue was 270,185,650, of which
50,213,385 shares were held in treasury. Accordingly the
number of shares in issue with voting rights was 219,972,265.
Shareholder Authorities
The Company will seek authority from its shareholders at the
2026 AGM to renew the authorisation to allot new shares, to
disapply pre-emption rights and to buy back shares for
cancellation or to be held in treasury. The main circumstances
in which the Board may choose to exercise these authorities
are set out in the section on Discount/Premium to Net Asset
Value on page 23. See the Notice of Meeting (included at the
end of this Annual Report) for more information.
Lowland Investment Company plc Annual Report 2025
33
Holdings in the Company’s Shares
There were no declarations of interest in the voting rights of
the Company as at 30 September 2025 in accordance with
the FCA’s Disclosure Guidance and Transparency Rules.
No changes have been notified in the period 1 October 2025
to 5December 2025.
Fund Managers’ Interests
James Henderson, Fund Manager, has a beneficial interest
in924,900 ordinary shares of the Company(2024:924,900).
LauraFoll, Fund Manager, has a beneficial interest in 181,506
ordinary shares of the Company (2024:181,506).
Related Party Transactions
The Company’s current related parties are its Directors and
Janus Henderson. There have been no material transactions
between the Company and its Directors during the year. The
fees and expenses paid to Directors are set out on page 39.
There were no outstanding amounts payable at the year end.
In relation to the provision of services by Janus Henderson,
other than fees payable by the Company in the ordinary
course of business and the provision of marketing services,
there have been no material transactions with
JanusHenderson affecting the financial position of the
Company during the year under review. More details on
transactions with Janus Henderson, including amounts
outstanding at the year end, are given in note 20 on page 74.
Annual General Meeting (‘AGM’)
The AGM will be held on 28 January 2026 at 12.30pm. The
Notice of Meeting and details of the resolutions to be put atthe
AGM are set out on pages 83 to 88 of this report.
The meeting will be held at the offices of Janus Henderson
at201 Bishopsgate, London EC2M 3AE. It will also be
broadcast live on the internet. If you are unable to attend
inperson, you can watch the meeting by visiting
www.janushenderson.com/lwi-agm.
There will be live voting for those physically present at the
AGM and the Board therefore requests all shareholders, and
particularly those who cannot attend physically, to submit
their votes by completing a Form of Proxy. Shareholders with
shares held in their own names will receive a Form of Proxy
enabling them to vote; shareholders holding shares through
nominee accounts, such as through a share dealing service
orplatform, should contact their provider directly and ask
them to submit the proxy votes on their behalf.
The Board considers that the resolutions to be proposed at
the AGM are in the best interests of the Company’s
shareholders as a whole. The Board therefore recommends
unanimously to shareholders that they vote in favour of each
of the resolutions, as the Directors intend to do in respect of
their own beneficial holdings.
Other Information
The principal financial risks and the Company’s policies and
procedures for managing these are set out in the Managing
Risks section on pages 27 and 28 and in note 14 to the
financial statements on pages 68 to 72.
The Company’s environmental statements are set out in the
Strategic Report on pages 19 to 21.
Directors’ Statement as to Disclosure of
Information to the Auditor
Each of the Directors who were members of the Board at the
date ofapproval of this report confirms that to the best of their
knowledge and belief, there is no information relevant to the
preparation of the Annual Report of which the Company’s
Auditor isunaware and they have taken all the steps a Director
might reasonably be expected to have taken to be aware of
relevant audit information and to establish that the Company’s
Auditor is aware of that information.
Re-appointment of Auditor
Ernst & Young LLP (‘EY’) have indicated their willingness
tocontinue in office as Auditor and resolutions proposing
theirre-appointment and authorising the Directors to
determine their remuneration for the ensuing year will be
putto the AGM. Further information in relation to their
re-appointment can be found in the Audit and Risk
CommitteeReport on pages 47 to 49.
UK Listing Rule 6.6.4
UK Listing Rule 6.6.4 requires the Company to include certain
information in a single identifiable section of the Annual Report
or across-reference table indicating where the information is
set out. The Directors confirm that there are no disclosures to
be made in this regard.
Securities Financing Transactions
As the Company undertakes securities lending, it is required
to report on securities financing transactions (as defined in
Article 3 of Regulation (EU) 2015/2365, securities financing
transactions include repurchase transactions, securities or
commodities lending and securities or commodities
borrowing, buy-sell back transactions or sell-buy back
transactions and margin lending transactions). In accordance
with Article 13 of the Regulation, the Company’s involvement
in and exposures related to securities lending for the
accounting period ended 30 September 2025 are detailed on
pages 76 and 77.
Approval
The Report of the Directors has been approved by the Board.
By order of the Board
Janus Henderson Secretarial Services UK Limited
Corporate Secretary
8 December 2025
Report of the Directors (continued)
Lowland Investment Company plc Annual Report 2025
34
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration Report andthe financial
statements in accordance with applicable law andregulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Company’s financial statements
inaccordance with United Kingdom Generally Accepted
Accounting Practice comprising FRS 102 ‘The Financial
Reporting Standard applicable in the UK and the Republic
ofIreland’ (United Kingdom Accounting Standards) and
applicable law. Under company law the Directors must not
approve the financial statements unless they are satisfied
thatthey give a true and fair view of the state of affairs of
theCompany and ofthe net return or loss of the Company
forthat period. In preparing thesefinancial statements,
theDirectors are required to:
●
select suitable accounting policies and then apply them
consistently;
●
make judgements and accounting estimates that are
reasonable and prudent;
●
state whether applicable UK Accounting Standards have
been followed, subject to any material departures
disclosed and explained in the financial statements; and
●
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that thefinancial statements and
the Directors’ Remuneration Report comply with the
Companies Act 2006. They are also responsible
forsafeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of
fraud and otherirregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report and Statement of Corporate Governance that comply
with that law and those regulations.
The Directors consider that the Annual Report, taken as
awhole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s position and performance, business model
andstrategy.
Directors’ Responsibility Statement
In accordance with Disclosure Guidance and Transparency
Rule 4.1.12, each of the Directors, who are listed on pages
31and 32, confirms that, to the best of their knowledge:
●
the Company’s financial statements, which havebeen
prepared in accordance with UK Accounting Standards
and applicable law give a true and fair view of the assets,
liabilities, financial position and return of the Company; and
●
the Strategic Report, Report of the Directors and financial
statements include a fair review of the development and
performance of the business and the position of the
Company, together with a description of the principal risks
and uncertainties that it faces.
On behalf of the Board
Helena Vinnicombe
Chair
8 December 2025
The financial statements are published on the Company’s website, www.lowlandinvestment.com.
The maintenance and integrity of the website is the responsibility of Janus Henderson. The work carried out by the Auditor
does not involve consideration of these matters and, accordingly, the Auditor accepts no responsibility for any changes
that may have occurred to the Annual Report since it was initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation inother jurisdictions.
Lowland Investment Company plc Annual Report 2025
35
Directors’ Remuneration Report
Remuneration Policy
The Remuneration Policy sets out the principles applied in
theremuneration of the Company’s Directors. An ordinary
resolution to approve the Remuneration Policy was last put to
shareholders at the AGM on 25 January 2023 and will be put
to them again for approval at the AGM on 28 January 2026.
The Nominations and Remuneration Committee is
responsiblefor matters relating to Directors’ remuneration.
The appropriateness and relevance of the Policy is reviewed
at least annually, particularly in terms of whether the policy
supports the Company’s long-term success. In determining
the Policy, the Board takes into account all factors which it
deems necessary, including relevant legal and regulatory
requirements, the provisions and recommendations of the
UKCorporate Governance Code and the AIC Code of
Corporate Governance and fees paid to directors of
comparable investment trusts.
The Board’s approach is that fees payable to the Directors
should:
●
reflect the time spent by them on the Company’s affairs;
●
reflect the responsibilities borne by them as Directors;
●
be sufficient to promote the long-term success of the
Company; and
●
not exceed the aggregate limit of £250,000 per annum
asestablished by the Articles of Association.
Directors are remunerated in the form of fees which are
payable quarterly in arrears. Fees are pro-rated where a
change takes place during a financial year. No Director is
eligible to receive bonuses, pension benefits, share options
orother benefits and no long-term incentive schemes are in
place. The Directors may be reimbursed for all reasonable
andproperly documented expenses incurred in the
performance of their duties.
The level of remuneration paid to each Director is reviewed
annually, although such review will not necessarily result in a
change to the rate. In determining the level of remuneration,
the Nominations and Remuneration Committee reviews the
fees payable to the directors of other investment companies
of a similar size and nature and other available external data
concerning the fees of investment trust directors. Factors
such as rates of increase in inflation may also be taken into
consideration.
Any feedback from shareholders on the fees paid to Directors
would be taken into account by the Board when reviewing
remuneration levels.
All Directors, including any new appointments to the Board,
are paid at the same rate. The Chair of the Board and Chair
ofthe Audit and Risk Committee are paid a higher fee in
recognition of their additional responsibilities.
All Directors are non-executive and are appointed under a
letter of appointment, which is an engagement for services
and not a contract for employment. The appointment may be
terminated at any time by written notice with no compensation
payable. TheCompany has no executive directors or
employees.
The Remuneration Policy, irrespective of any changes, is put
to shareholders at intervals of not more than three years. The
Board may amend the levels of remuneration paid to individual
Directors within the parameters of the Remuneration Policy.
Annual Report on Remuneration
The Directors’ Remuneration Report (the ‘Report’) is prepared
in accordance with Schedule 8 of The Large and Medium-
sized Companies and Group (Accounts and Reports)
Regulations 2008 as amended (the ‘Regulations’). The Report
also meets the relevant requirements of the Companies Act
2006 and the UK Listing Rules of the FCA and describes how
the Board has applied the principles relating to Directors’
remuneration.
A resolution to approve this Report will be put to shareholders
at the AGM to be held on 28 January 2026.
The Company’s Auditor is required to report on certain
information contained within this report; where information
setout below has been audited, it is indicated as such.
All Directors are non-executive and the Company has no chief
executive officer or employees; as such some reporting
requirements contained in the Regulations are not applicable
and have not been reported on. The Directors believe that all
relevant information is disclosed within this Report in an
appropriate format.
The Board has not been provided with advice or services by
any person in respect of its consideration of the Directors’
remuneration.
Statement from the Chair
The Board has established a Nominations and Remuneration
Committee, which is responsible for reviewing Directors’
remuneration and making recommendations to the Board as
to the appropriate level of fees. All Directors are members of
this Committee.
Directors’ fees for the year under review were £45,000 for the
Chair, £35,500 for the Chair of the Audit and Risk Committee
and £29,500 for the remaining Directors.
The Committee has carried out its annual review of the fees
being paid to Directors. As part of this review, it looked at the
fees paid by other investment companies of a similar size and
nature in the AIC UK Equity Income sector (the Company’s
peer group) and those paid by the Janus Henderson
managed investment trusts. The Committee also took into
consideration the prevailing rate of inflation, looking at RPI,
CPI and wage growth, as well as the increasing
responsibilities and time commitment required of Directors.
Lowland Investment Company plc Annual Report 2025
36
Directors’ Remuneration Report (continued)
Itwas agreed that Directors’ fees would be increased with
effect from 1 October 2025. The new rates are as set out in
the table below. The increases were to ensure that the Directors
are properly remunerated for their services to the Company
and so that the Company can remain competitive when
seeking new Directors. There have been no other major
decisions on Directors’ remuneration or any other changes
tothe remuneration paid to each individual Director in the
yearunder review.
Role
From
1 October 2025
£
From
1 October 2024
£
Chair of the Board 47,000 45,000
Chair of the Audit and Risk
Committee 37,000 35,500
Non-executive Director 31,000 29,500
The Board is satisfied that the changes to the remuneration of
the Directors are compliant with the Directors’ Remuneration
Policy approved by shareholders at the 2023 AGM. There will be
no significant change in the way that the Remuneration Policy
will be implemented in the course of the next financial year.
Directors’ Interests in Shares (audited)
The interests of the Directors in the ordinary shares of the
Company at the beginning and end of the financial year under
review are set out in the table below.
Ordinary shares of 2.5p
30 September
2025
1 October
2024
Beneficial:
Helena Vinnicombe 10,000 10,000
Duncan Budge 97,790 97,790
Gaynor Coley 10,450 10,450
Mark Lam 10,235 10,000
Thomas Walker 80,000 80,000
Robert Robertson
1
n/a 642,250
Non Beneficial:
Robert Robertson
1
n/a 120,000
1. Resigned as a Director on 28 January 2025
Following the year end, Mr Lam acquired a further 108 shares.
There have been no other changes to any ofthe Directors’
holdings in the period 1October 2025 to thedate of this report.
In accordance with the Company’s Articles of Association
no Director is required to hold any shares of the Company
by way of qualification.
Annual Percentage Change in Directors’ Remuneration
The table below sets out the annual percentage change in fees for each Director for the last five years:
Director
Year ended
30 September
2025
%
Year ended
30 September
2024
%
Year ended
30 September
2023
%
Year ended
30 September
2022
%
Year ended
30 September
2021
%
Helena Vinnicombe
1
38.4 5.0 4.8 2.9 n/a
Duncan Budge 2.2 5.0 4.8 2.9 0.0
Gaynor Coley 2.5 5.0 4.8 3.3 0.0
Mark Lam
2
2.2 n/a n/a n/a n/a
Thomas Walker 2.2 5.0 4.8 2.9 0.0
1. Appointed 1 May 2021. Appointed as Chair of the Board 28 January 2025. The % increase in 2025 reflects her change of role during the course of the year and the
additional fee associated with this position
2. Appointed 1 January 2024
Comparative percentages reflect changes to the salary which would have been payable for a full year
Lowland Investment Company plc Annual Report 2025
37
Directors’ Remuneration Report (continued)
Relative Importance of Spend on Pay
The table below compares the total level of remuneration paid to Directors with the distributions made to shareholders in each year.
Year ended
30 September
2025
£
Year ended
30 September
2024
£
Change
£
Change
%
Total remuneration paid to Directors
1
178,588 187,031 (8,443) (4.5)
Distributions to shareholders:
– Ordinary dividends
2
16,365,860 17,291,881 (926,021) (5.4)
– Buyback of ordinary shares 67,211,995 – 67,211,995 100.0
1. Increases/(decreases) will fluctuate due to the number of Directors in any one year
2. Whilst the dividend has been increased, the reduction in the amount actually paid reflects the smaller number of shares in issue following share buybacks
Performance
The graph below compares total shareholder return from a holding in the Company’s ordinary shares over the ten-year period
ended 30September 2025 with the total return from the FTSE All-Share Index over the same period.
2021202020192018201720162015
£
Lowland Investment Company plc share price total return, assuming the investment of £1,000 on 30 September 2015 and the reinvestment of all dividends
(excluding dealing expenses)
Source: Morningstar Direct, Factset
FTSE All-Share Index total return, assuming the notional investment of £1,000 on 30 September 2015 and the reinvestment of all income
(excluding dealing expenses)
750
1000
1250
1500
1750
2000
2250
2022 202520242023
Lowland Investment Company plc Annual Report 2025
38
Directors’ Fees and Expenses (audited)
The remuneration paid to the Directors who served during the years ended 30 September 2025 and 30 September 2024 was as follows:
Year ended
30 September
2025
Total salary and
fees
£
Year ended
30 September
2024
Total salary and
fees
£
Year ended
30 September
2025
Taxable
benefits
£
Year ended
30 September
2024
Taxa ble
benefits
£
Year
ended
30 September
2025
Total
£
Year
ended
30 September
2024
Total
£
Helena Vinnicombe
1
39,963 28,875 710 – 40,673 28,875
Gaynor Coley
2
35,500 34,650 3,039 3,205 38,539 37,855
Duncan Budge 29,500 28,875 – – 29,500 28,875
Thomas Walker 29,500 28,875 1,891 523 31,391 29,398
Mark Lam
3
29,500 21,656 – – 29,500 21,656
Robert Robertson
4
14,625 44,100 1,093 – 15,718 44,100
Total 178,588 187,031 6,733 3,728 185,321 190,759
Notes:
The table above omits other columns set out in the relevant regulations because no payments of other types such as performance related pay, vesting performance-
related pay and pension-related benefits were made
1. Chair and highest-paid Director, effective 28 January 2025
2. Chair of the Audit and Risk Committee
3. Appointed 1 January 2024
4. Retired 28 January 2025
HMRC views certain expenses incurred by Directors (primarily travel to/from Board meetings) as a taxable benefit. Directors’
expenses in relation to travel to/from Board meetings will be reimbursed as a ‘grossed up’ amount to compensate the affected
Directors for the additional tax cost.
No other remuneration or compensation was paid or payable by the Company during the year to any of the current or former
Directors or thirdparties specified by any of them.
Statement of Voting at AGM
At the Company’s AGM held on 28 January 2025, shareholders approved the Directors’ Remuneration Report in respect of the
year ended 30 September 2024. Shareholders last approved the Directors’ Remuneration Policy at the AGM on 25 January 2023.
The votes cast by proxy on these two resolutions at the respective AGM were as follows:
Resolution
For
% of votes cast
Against
% of votes cast
Discretionary
% of votes cast Withheld
Remuneration Policy 99.15 0.48 0.37 281,318
Remuneration Report 98.03 1.63 0.34 633,771
The percentage of votes cast excludes votes withheld.
Approval
The Annual Report on Remuneration was approved by the Board on 8 December 2025.
Helena Vinnicombe
Chair
8 December 2025
Directors’ Remuneration Report (continued)
Lowland Investment Company plc Annual Report 2025
39
Corporate Governance Statement
The Corporate Governance Statement forms part of the
Report of the Directors.
Applicable Corporate Governance Codes
The Company is required by the UK Listing Rules and the
Disclosure Guidance and Transparency Rules issued by
theFCA to disclose how it has applied the principles and
complied with the provisions oftheUK Corporate Governance
Code (the ‘UK Code’) issued by the Financial Reporting
Council (‘FRC’) in July 2018.
The AIC Code of Corporate Governance issued in February
2019 (the ‘AIC Code’) addresses all of the applicable
principles and provisions setout in the UK Code, as well as
additional provisions and recommendations which are of
specific relevance to investment trusts. The FRC has
confirmed that byfollowing the AIC Code, the boards of
investment companies will meet their obligations in relation
tothe UK Code and the disclosure requirements of the
Disclosure Guidance and Transparency Rules. The Board
haschosen to report under the AIC Code, as it considers
reporting against the AIC Code provides more relevant
information to the Company’s shareholders about its
governance arrangements.
A new UK Code was published in January 2024, with an
updated AIC Code published in August 2024 and these are
applicable to the Company for the year ending 30 September
2026. The effective date of Provision 34 of the AIC Code
(29inthe UK Code) in relation to internal controls will apply for
the year ending 30 September 2027. The Board has been
reviewing the changes to the Codes to ensure the Company
will continue to comply and that any new processes that may
be required are put into place.
The AIC Code and the UK Code can be found onthe
respective organisations’ websites: www.theaic.co.uk and
www.frc.org.uk.
Statement of Compliance
The Board has considered the principles and recommendations
of the AIC Code and believes that theCompany has complied
with the applicable provisions throughout the period under
review and up to the date of thisreport except as set out below.
The Company has no chief executive or other executive
directors. It therefore has no need to consider the
remuneration of executive directors and has not reported
further in respect of these provisions. In addition, the
Company does not have any internal operations and therefore
does not maintain an internal audit function. However, the
Audit and Risk Committee considers the need for such a
function at least annually (see page 42 for further information).
All the Directors are non-executive, and as there is a Chair
and aChair of the Audit and Risk Committee amongst them,
the appointment of a Senior Independent Director is
considered tobe superfluous but the need for such an
appointment is reviewed every year.
The Chair of the Board is also the Chair of the Nominations
and Remuneration Committee, but she does not chair the
meeting when discussing her own performance, remuneration
or succession.
Responsibilities of the Board
Board Leadership and Purpose
The Board is collectively responsible for the success of the
Company. Its role is to provide leadership within a framework
of prudent and effective controls which enable risk to be
assessed and managed. The Board is responsible for setting
the Company’s standards and values and for ensuring that its
obligations to its shareholders and other stakeholders are
understood and met. The Board sets the Company’s strategic
aims, subject to the Company’s Articles of Association and to
such approval by shareholders in general meeting as may be
required from time to time, and ensures that the necessary
resources are in place to enable the Company’s objectives to
be met. Information relating to the Company’s purpose, values
and culture can be found on page 22.
The Chair, Helena Vinnicombe, is responsible for leading the
Board and ensuring that it addresses all aspects of its role,
promoting a culture of openness, challenge and robust
debate. The Chair leads the Board’s relationship and
engagement with the Manager, shareholders and other
stakeholders. The role description for the Chair is available on
the Company’s website.
The Board meets formally at least five times a year, with
additional Board or committee meetings arranged when
required. The Directors have regular contact with the
FundManagers and other employees of the Manager
inconnection with the delivery of company secretarial,
salesand marketing and other administrative services.
The Board has a formal schedule of matters specifically
reserved for its decision, which includes setting strategy and
providing oversight of performance against agreed measures.
It approves any changes to the structure and capital
arrangements for the Company, has oversight of financial
reporting and assesses the effectiveness of theinternal control
framework. The Board also approves communications with
shareholders, the appointments of new Directors and oversees
corporate governance matters. The schedule of matters
reserved is available on the Company’s website.
Each meeting follows an agenda agreed with the Chair and
includes a review of the Company’s investment performance,
financial position, compliance with the investment parameters,
reporting from the Depositary, a review of shareholder
movements along with any sales or marketing activities
undertaken and any otherrelevant business matters in order
toensure that control is maintained over the Company’s affairs.
The Board has delegated contractually to third-party service
providers management of the investment portfolio, depositary
services (which encompasses the safeguarding of the
Company’s assets by the Depositary and, separately, the
Lowland Investment Company plc Annual Report 2025
40
Custodian), the day-to-day accounting, company secretarial,
administration and registration services.
Each of these contracts was entered into after full and proper
consideration by the Board of the quality and cost of the
services offered, including the control systems in operation in
so far as they relate to the affairs of the Company. The Board,
and its committees, maintain oversight of the third-party service
providers through regular and ad hoc reporting addressing
anyspecific areas which the Board has requested.
The Manager ensures that the Directors receive all relevant
management, regulatory and financial information. Employees
of theManager attend each Board meeting enabling the
Directors to probe further on matters of concern. The Chair is
invited to attend meetings of all the chairs of the investment
trust companies managed by Janus Henderson which
provides a forum to discuss industry matters.
The Directors have access to the advice and services of the
Corporate Secretary through its designated representative
who is responsible for ensuring that Board and committee
procedures are followed and that the applicable rules and
regulations are complied with. The proceedings of all Board
and committee meetings are minuted, with any particular
concerns raised by the Directors appropriately recorded.
TheBoard and the Manager operate in a supportive,
co-operative and open environment.
The Company has a procedure for Directors to take
independent professional advice in the furtherance of their
duties at the expense of the Company. In order to enable
them to discharge their responsibilities, all Directors have full
and timely access to relevantinformation.
Internal Control and Risk Management
The Board has overall responsibility for the Company’s system
of internal control and for reviewing its effectiveness as set out
in the chart on the following page.
The Audit and Risk Committee supports the Board in the
continuous monitoring of the Company’s internal controls and
risk management framework. Details of the principal risks
facing the Company, including emerging risks, and how these
are mitigated are set out on pages 27 and 28.
The Board has established an ongoing process for identifying,
evaluating and managing the principal and emerging risks
faced by the Company. The process accords with the FRC’s
guidance on Risk Management, Internal Control and Related
Business and Financial Reporting. The system was in
operation throughout the year and up to the date of this
report. The system is designed to meet the specific risks
faced by the Company and takes account of the nature of the
Company’s reliance on its service providers and their internal
controls. The system therefore manages rather than eliminates
the risk of failure to achieve the Company’s business
objectives and provides reasonable, but not absolute
assurance against material misstatement or loss.
The key components of the internal control framework include:
●
Clearly defined investment criteria, specifying levels of
authority and exposure limits. The Board reviews reports
on investment performance against and compliance with
the criteria at eachmeeting.
●
Regular financial reporting which allows the Board to
assess the Company’s financial position. The
management accounts and forecasts are reviewed by
theBoard at each meeting.
●
Contractual agreements with the Manager and all other
third-party service providers. The Board reviews
performance levels and adherence to relevant provisions
in the agreements on a regular basis through reports it
receives. The Management Engagement Committee
conducts a formal evaluation of the overall level of service
provided at least annually (see page 46).
●
The review of controls (including financial, operational and
compliance) at the Manager and other third-party service
providers. The Board receives quarterly reporting from the
Manager and Depositary, and reviews annual assurance
reports on the effectiveness of the control environments at
the Company’s key service providers.
●
Review of additional reporting provided by:
– The Manager’s Operational Risk team on the control
environment in operation at the Manager and their view
of the control environments in place at the third-party
service providers used by the Company.
– The Manager’s Internal Audit team on areas of
operation whichare relevant to the Company.
During the year, the Audit and Risk Committee met with
representatives of the Manager’s Operational Risk team to
discuss internal controls and risk management. The discussion
included a detailed overview of the Manager’s internal controls
report and went on to provide a summary of the HSBC, BNP
Paribas and Computershare Investor Services (the Company’s
other main third-party service providers) internal controls
reports which hadalso been reviewed by the Manager’s
Operational Risk team. The assurance reports for two of the
Company’s service providers had received qualified opinions
from their respective service auditor. The Audit and Risk
Committee considered the particular controls giving rise to
the respective qualifications, whether these had impacted the
Company directly and what corrective actions were being
taken by management. Following these discussions, the Audit
and Risk Committee was satisfied that the Company’s internal
controls had operated as intended and that the qualifications
had no direct impact on the Company.
The Audit and Risk Committee also considered the cyber-
security safeguards its third-party service providers had
inplace.
The Board has carried out a review of the effectiveness of
theCompany’s systemof internal controls for the year ended
30September 2025. During the course of its review the Board
did not identify and was not advised of any failings or
weaknesses thathave been determined asmaterial.
Corporate Governance Statement (continued)
Lowland Investment Company plc Annual Report 2025
41
Corporate Governance Statement (continued)
Janus Henderson
(Investment
management, company
secretarial, sales,
marketing, PR and
administration)
Reporting
• Investment
performance update
(at each meeting)
• Compliance with
investment limits and
restrictions (monthly)
• Internal controls
report (quarterly)
• Effectiveness of
control environment
(annually)
HSBC
(Depositary & Custodian)
Reporting
• Depositary report
(quarterly)
• Presentation from the
Depositary and
Custodian (annually)
• Effectiveness of
control environment
(annually)
BNP Paribas
(Administration and
Accounting services
(engaged by the
Manager))
Reporting
• Balance sheet
• Liquidity and gearing
• Revenue forecasts
• Portfolio valuation
• Portfolio transactions
• Effectiveness ofcontrol
environment (annually)
Computershare
(Registrar)
Reporting
• Voting reports for
shareholder meetings
• Shareholder
correspondence
• Operational service
updates (semi-annually)
• Effectiveness of control
environment (annually)
Board of Directors
(Independent non-executive Directors)
Ernst & Young LLP
(Independent Auditor)
System of Internal Controls
How the System of Internal Control Operates
The Board delegates contractually to third-party service providers for all of the Company’s operational requirements. It maintains
oversight of these providers throughout the year by receiving regular reporting on their activities. All are considered stakeholders.
The Management Engagement Committee formally evaluates the performance and service delivery of all third-party service
providers at least annually.
The Audit and Risk Committee evaluates the performance of the Auditor on completion of each audit cycle and monitors the
effectiveness of the control environment of the Manager, HSBC, BNP Paribas and Computershare each year through review of
their annual assurance reports (usually ISAE 3402), supplemented by the view of the Manager’s Operational Risk team.
Internal Audit Function
Systems are in operation to safeguard the Company’s assets
and shareholders’ investments, to maintain proper accounting
records and to ensure that financial information used within
the business, orpublished, is reliable. The Company’s
management functions aredelegated to third parties and the
Board monitors the controls inplace with support from the
Manager’s internal audit department. Assuch, the Board has
determined that there is currently no need forthe Company
tohave its own internal audit function.
Directors
Appointment, Retirement and Tenure
The Board may appoint Directors and any Director so
appointed will stand for election by shareholders at the next
AGM following appointment, in accordance with the Articles
of Association and the AIC Code. Each Director receives a
letter of appointment that sets out, amongst other matters,
what is expected of them in terms oftime commitment.
Lowland Investment Company plc Annual Report 2025
42
Corporate Governance Statement (continued)
Under the Articles of Association, all Directors are required
toretire and stand for re-election annually at each AGM.
Shareholders may remove aDirector before the end of his or
her term by passing an ordinary resolution at a general meeting.
A schedule of Directors’ other commitments is reviewed at
each Board meeting. The Board is anxious to ensure that
each Director has sufficient time to devote to their duties,
whether in normal times or in times of crisis. To this end, each
Director, actual or prospective, is required to provide annually
to the Nominations and Remuneration Committee an account
of time commitments to all their professional activities. This
procedure is repeated if a Director seeks the Chair’s approval
to take up an additional post.
With regard to tenure, the Board has a succession plan,
whichis reviewed each year to ensure it remains appropriate.
The Board believes that a combination of directors with longer
and shorter periods of service is of benefit to shareholders,
since this brings the benefit of, on the one hand, experience of
past vicissitudes and, on the other, fresh thought. It should
also facilitate a pool of internal candidates from which the
Chair may be chosen. The Board does not consider that
tenure constrains the Board’s independence from the
Manager. The Board does not therefore have a prescriptive
tenure policy for Directors or the Chair. The AIC Code, which
has been adopted by the Board, and with which it is compliant,
permits a tenure longer than nine years where the Chair was
independent on appointment, and has not held any position or
relationship which would compromise their independence.
Independence
The independence of the Directors is determined with
reference tothe AIC Code and is reviewed by the Nominations
and Remuneration Committee atleastannually. The
Committee considers each of the Directors’ other
appointments and commitments, as well as their tenure of
service and any connections they may have with the Manager.
Following conclusion of the evaluation in September 2025, the
Committee concluded that all Directors continued to be
independent in character and judgement.
The Committee noted that Mr Budge had served longer than
nine years as a Director. His independence was considered as
part of the review of Board performance.Following an
extensive review of his contribution, time commitment and
conduct, he was deemed independent of the Manager.
There were no contracts subsisting during or at the end
ofthe year in which a Director of the Company is or was
materially interested and which is or was significant in relation
to the Company’s business. No Director has a contract of
service with the Company and there are no agreements
between the Company and itsDirectors concerning
compensation for loss of office.
Induction and Ongoing Training
Newly appointed Directors are offered a bespoke induction
programme which covers the legal and regulatory framework
for investment trusts and the operations of the Manager,
including the compliance and risk management frameworks,
accounting, sales and marketing, and other administrative
services carried out by the Manager.
Directors are regularly provided with information on the
Company’s policies, regulatory and statutory requirements
affecting the Company, as well as changes to the Directors’
responsibilities asthey arise.
Directors regularly participate in relevant training and industry
seminars, and may do so at the expense of the Company.
Directors’ Insurance and Indemnification
Directors’ and officers’ liability insurance cover is in place
which indemnifies the Directors against certain liabilities
arising from the carrying out of their duties as Directors of the
Company. The Company’s Articles of Association and the
provisions of English law permit a qualifying third party
provision indemnity to be provided to Directors in respect of
costs which they may incur relating to the defence of any
proceedings brought against them arising out of their
positions as Directors, in which they are acquitted or
judgment is given in their favour by the Court. No indemnity
was given during the year or up until the date of this report.
Meeting Attendance
The attendance of each Director at scheduled meetings is set
out in the table below:
Board ARC MEC NC
Number of meetings 5 2 1 1
Helena Vinnicombe
1
5/5 2/2 1/1 1/1
Duncan Budge 5/5 2/2 1/1 1/1
Gaynor Coley 5/5 2/2 1/1 1/1
Mark Lam
5/5 2/2 1/1 1/1
Thomas Walker 5/5 2/2 1/1 1/1
1. Appointed as Chair of the Board 28 January 2025. From this date, she
wasnot a member of the Audit and Risk Committee, but attended its meetings
by invitation
ARC: Audit and Risk Committee
MEC: Management Engagement Committee
NC: Nominations and Remuneration Committee
Four ad hoc Board meetings were held during the year to
discuss various items of business, including share buybacks
and the renewal of the shareholder authority to buy back
shares. Two Board Committee meetings were also held to
approve the Company’s annual and half year results. The
Insider Committee did not meet during the year.
Lowland Investment Company plc Annual Report 2025
43
Corporate Governance Statement (continued)
The Board’s committees
The Board has three principal committees: the Audit and Risk Committee, the Management Engagement
Committee and the Nominations and Remuneration Committee.
Board of Directors
Independent non-executive Directors
Audit and Risk
Committee
Chair:
Gaynor Coley
Purpose: Ensure the integrity of the
financial reporting, evaluate the
effectiveness of the systems of
internal control and risk management
and oversee the relationship with the
external auditor
Nominations and
Remuneration Committee
Chair:
Helena Vinnicombe
Purpose: Ensure the Board has a
balance of skills, experience and
diversity, has a formal approach to
the appointment of Directors and
maintains an effective framework
for succession planning and
consider Directors’ fees
Management Engagement
Committee
Chair:
Helena Vinnicombe
Purpose: Ensure the performance
of the Manager and other third-
party service providers meets
expectations and their terms of
engagement remain appropriate
Contractually engages third-party service providers to deliver the Company’s operations, principal among them
being the Manager
Janus Henderson Investors
Fund Managers:
James Henderson
Laura Foll
Sales, Marketing, Administration
Corporate Secretary:
Janus Henderson Secretarial Services UK Limited
Alternative Investment Fund Manager:
Janus Henderson Fund Management UK Limited
Performance Review
During the year under review, the Board, through the
Nominations and Remuneration Committee, conducted a
review of its own performance, together with that of its
committees and each individual Director. The review was
carried out through the use ofaquestionnaire. The outcome
concluded that the Board continued to have an appropriate
balance of skills and experience and that each Director
continued to make asignificant contribution to the affairs of
the Company.
Ms Coley led the performance review of the Chair who was
not present for the discussion, takingfeedback from all
Directors after completion of a questionnaire. The review of
the Chair’s performance concludedthat she had displayed
effective leadership duringtheyear and remained
independent of the Manager.
Committees of the Board
The terms of reference for the Audit and Risk, Management
Engagement and Nominations and Remuneration committees
are available on the website www.lowlandinvestment.com.
The Board has also constituted an Insider Committee which
meets when required to assist the Board in discharging its
responsibilities under the Market Abuse Regulation.
Audit and Risk Committee
The Audit and Risk Committee is responsible for ensuring the
integrity of the Company’s financial reporting, evaluating the
effectiveness of the systems of internal control and risk
management and monitoring theeffectiveness and objectivity
of the external Auditor.
Lowland Investment Company plc Annual Report 2025
44
Corporate Governance Statement (continued)
The Committee is chaired by a qualified chartered accountant
and allof the independent non-executive Directors (with the
exception of the Chair) are members of the Committee. The
Board is satisfied that at least one member has recent and
relevant experience and the Committee as a whole
hascompetence relevant to the sector in which the
Companyoperates.
The Audit and Risk Committee Report can be found on pages
47 to 49.
Nominations and Remuneration Committee Report
The Nominations and Remuneration Committee is responsible
for ensuring the Board retains an appropriate balance of skills,
experience and diversity, has aformal, rigorous and
transparent approach to the appointment of Directors and
maintains an effective framework for succession planning.
Inall the Nominations and Remuneration Committee’s
activities, consideration is given to diversity. TheCommittee is
also responsible for setting the Directors’ Remuneration Policy
and determining the level of Directors’ remuneration.
The Committee is chaired by the Chair of the Board. Given the
small size of the Board, all of theDirectors are members of the
Committee. In discharging its duties over the course of the
year, theCommittee considered:
●
its terms of reference, including a change of name from
‘Nominations Committee’ to ‘Nominations and
Remuneration Committee’ to reflect better the matters
delegated to the Committee;
●
the composition of the Board and each of its committees,
taking account of the skills, experience and knowledge of
each Director and whether the diversity of these continued
to contribute to the success of the Company;
●
the questionnaires completed by each Director as part of
the annual review of the effectiveness of the Board. The
Committee reviewed the composition of the Board and
considered whether any adjustment should be made to
the number of Directors or knowledge and skills
represented on the Board;
●
the tenure of each Director, giving consideration as to
whether the Board retained a sufficient balance of length
of service;
●
each Director’s independence, taking account of AIC
Code guidelines, their external commitments, and the
sufficiency of their time commitment over the year;
●
succession planning for appointments to the Board, taking
account of the provisions of the Articles of Association
regarding the retirement and rotation of Directors and
thetenure of the current Directors. In line with the
succession plan, it is intended that steps will be
commenced in 2026 for the recruitment of a new Director;
●
the performance and contribution of the Directors
standing for re-election at the 2026 AGM; and
●
the Directors’ Remuneration Policy and the level of
Directors’ remuneration.
Following completion of its reviews, the Committee concluded
that no changes to the composition ofthe Boardwere
required at present and that each Director continued to
commit sufficient time to fulfilling their duties. Taking account
of the performance of individual Directors, the Committee
recommended to the Board that it should support the
re-appointment of each of the Directors standing for
re-election atthe forthcoming AGM.
The Board’s overriding aim in making any new appointments
is toselect the best candidate based on objective criteria and
merit and in the context of the skills, knowledge and
experience that are needed for the Board to be effective.
Whilst the Board does not believe that it is appropriate to set
specific diversity targets, given its small size, in accordance
with its Diversity and Inclusion Policy, theBoard actively seeks
diversity in its broadest sense in candidates, including
cognitive, gender or ethnicity characteristics, believing that
such diversity adds strength and depth to Board discussion,
and will continue to do so.
The UK Listing Rules require companies to report on whether
they have met the following targets on board diversity: that at
least 40% of the individuals on the board are women, at least
one of the senior positions on theboard is held by a woman
and at least one member oftheboard is from a minority
ethnic background. As at 30September 2025, the Company
met these requirements. Two out of the five Directors (40%)
were women and they both hold senior positions, being the
Chair and the Audit and Risk Committee Chair, and there is
one Director from a minority ethnic background.
The following tables set out the gender and ethnic diversity of
the Board:
Gender identity
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
1
Men 3 60 –
Women 2 40 2
Ethnic background
White British 4 80 2
Asian/Asian British 1 20 –
1. Senior positions include Chair and Audit and Risk Committee Chair
As an investment trust company with solely independent,
non-executive Directors, the Company does not have a Chief
Executive or a Chief Financial Officer and has no employees.
Accordingly, there are no disclosures about executive
management positions to be included. The role of Audit and
Risk Committee Chair is considered to be a senior position
and has been included in the above tables. The categories for
ethnic groups which are not represented on the Board are not
included in the ethnic background table. The information in
the tables was provided by individual Directors in response to
a request from the Company.
There have been no changes to the Board or the roles of
Directors since 30 September 2025.
Lowland Investment Company plc Annual Report 2025
45
Corporate Governance Statement (continued)
Management Engagement Committee Report
The Management Engagement Committee is responsible for
formally evaluating the overall performance of the Manager and
other third-party service providers engaged by the Company.
The Committee ischaired by the Chair of the Board. All of the
Directors are members of the Committee. Indischarging its
duties over the course of the year, the Committeeconsidered:
●
the investment performance of the Company, taking
account ofthe benchmark and performance of
competitors in the AIC UKEquity Income sector, the
share price, level of discount andgearing;
●
the quality and experience of the team involved in
managing all aspects of the Company’s business;
●
the fee structures of its closed-end competitors andother,
similar sized investment trusts;
●
the key clauses of the investment management
agreement, how theManager had fulfilled these and
whether these continued to be appropriate; and
●
the performance and fees of the Company’s other third-
party service providers, including the Broker, Depositary,
Registrar and sales, marketing and research providers.
Following completion of its reviews, the Committee concluded
that the continued appointment of the Manager remained in
the best interests of the Company and the shareholders, and
therefore recommended to the Board the re-appointment of
Janus Henderson for a further year. The Committee also
recommended continuation of the appointment of the other
key service providers.
Relations with Shareholders
Shareholder relations are given high priority by the Board.
Theprime medium by which the Company communicates
with its shareholders is through the Annual Report and half
year results which aim to provide shareholders with a clear
understanding of the Company’s activities and financial
position. This information is supplemented by the daily
calculation and publication of the NAV per share and a
monthly factsheet which is available on the website.
TheManager provides information on the Company and
videos of the Fund Managers on the Company’s website.
Shareholders can use the QR code printed on the inside front
cover of this report to sign up for these insights directly.
The Board encourages shareholders toattend and
participate in the AGM. Shareholders have the opportunity
toaddress questions to theChair of the Board, theFund
Managers and all Directors. Asummary of the proxy votes
received on the resolutions proposed is displayed at the
meeting andeach substantial issue is dealt with in a separate
resolution. Itisthe intention of the Board that the Annual
Report and Notice ofMeeting are issued to shareholders
soas to provide at least 20working days’ notice of the
meeting. These documents are alsoavailable on the
Company’s website.
Shareholders wishing to lodge questions in advance of the
meeting, or raise issues or concerns at any time are invited
todo so by contacting the Chair at the registered office orby
email at ITSecretariat@janushenderson.com. General
presentations to both shareholders and analysts follow the
publication of the annual results. All meetings between the
Fund Managers and shareholders are reported to the Board.
Lowland Investment Company plc Annual Report 2025
46
Report of the Audit and Risk Committee
The Audit and Risk Committee (‘Audit Committee’) is
responsible for ensuring the integrity of the Company’s
financial reporting, evaluating the effectiveness of the systems
of internal control and risk management and monitoring
theeffectiveness and objectivity of the external Auditor.
Membership
The Chair of the Audit Committee is Gaynor Coley who is an
experienced chartered accountant.
All of the Directors are members of theAudit Committee,
withthe exception of the Chair of the Board. TheChair of the
Board may attend meetings by invitation of its Chair.
Meetings
The Audit Committee met twice during the year under review
and invited the Auditor to attend. The Fund Managers and the
Manager’s designated Financial Reporting Senior Manager for
the Company also attend meetings. Other representatives of
the Manager and BNP Paribas may also beinvited to attend if
deemed necessary by the Audit Committee.
Roles and Responsibilities
The primary responsibilities of the Audit Committee are: to
ensure the integrity of the Company’s financial reporting,
including oversight of the preparation and audit of the annual
financial statements; to monitor and review the effectiveness of
the systems of internal control and risk management in place
at the Manager and the Company’s other third-party service
providers; and to monitor the effectiveness and objectivity of
the external Auditor and make recommendations to the Board
regarding its appointment, re-appointment or removal.
The Audit Committee reports to the Board after each meeting
and its responsibilities are set out in formal terms of reference
which are reviewed at least annually.
In the year under review, the Audit Committee considered the
following matters:
Financial Reporting
●
The appropriateness of the Company’s accounting
policies and the quality and effectiveness of the
accounting records and management information
maintained on behalf of the Company.
●
The areas of judgement in the financial statements,
including the valuation of the Company’s unquoted
investments.
●
The disclosures made in financial reports in relation to
internal controls and risk management, viability, going
concern and related parties and consideration of whether
the Annual Report is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy in order to make
recommendations to theBoard.
●
The level of dividend to be paid by the Company, for
recommendation to the Board.
Independent Auditor
●
The audit plan, including the principal areas of focus.
●
The nature, scope and cost of the external audit and
reviewing the Auditor’s findings in this respect.
●
The appointment and evaluation of the independence,
effectiveness and objectivity of the Auditor.
Internal Controls and Management of Risk
●
The principal risks facing the Company, including
consideration of emerging risks, the risk management
systems in place and the Company’s risk map.
●
Reports on the effectiveness of the internal controls in
place at Janus Henderson and the Company’s other
principal third-party service providers and discussing them
with the Manager’s Operational Risk team.
●
The need for the Company to have its own internal
auditfunction.
●
The whistleblowing arrangements in place at the Manager
and other key service providers for their staff to raise
concerns, in confidence, about possible improprieties,
including in relation to the Company.
●
The Manager’s policies in relation to information security,
meeting with the Janus Henderson Chief Information
Security Officer.
●
Meeting with representatives of Janus Henderson’s
business resilience, internal audit and risk departments.
●
The Company’s anti-bribery policy, approach to tax
evasion and the confirmations received from third-party
service providers as to whether they have appropriate
procedures in place in these respects.
●
The annual confirmation from the Company’s Depositary
in respect of the safekeeping of the Company’s assets.
Appointment and Tenure of the Auditor
As a Public Interest Entity listed on the London Stock
Exchange, the Company is required to put its audit out to
tender after a period of 10 years and to change auditor at a
minimum every 20 years. An audit tender was last carried
outin2016, following which Ernst & Young LLP (‘EY’) was
appointed by the shareholders at the 2017 AGM. The financial
statements for the year ended 30 September 2017 were the
first to be audited by EY. This is the ninth year EY has audited
the Company’s Annual Report and it is intended that an audit
tender process will be carried out in 2026.
This is the fourth year the current audit partner, Mike Gaylor,
hasbeen in place.
Audit Fees
The fees payable to the Auditor for audit services were
£55,900 (2024:£54,500) (exclusive of VAT). Further detail
canbe found in note 6 on page 64.
Lowland Investment Company plc Annual Report 2025
47
Report of the Audit and Risk Committee (continued)
Policy on Non-Audit Services
The Audit Committee reviewed the policy on the provision of
non-audit services by the Auditor.
The Company’s Auditor will only be considered for non-audit
work where these are not prohibited by the regulations and
where they do not appear to affect the independence and
objectivity of the Auditor. Such services require approval in
advance by the Audit Committee, or Audit Committee
Chair,following due consideration of the proposed services.
No non-audit services were provided by the Auditorduring
theyear (2024:none).
Audit Independence
The Committee monitors the Auditor’s independence through
three aspects of its work: the approval of a policy regulating the
non-audit services that may be provided by the Auditor to the
Company; assessing the appropriateness of the fees paid to
the Auditor for all work undertaken by it; and by reviewing the
information and assurances provided by the Auditor on its
compliance with the relevant ethical standards. The Auditor
provided no non-audit services during the year.
EY confirmed that all of its partners and staff involved with
theaudit were independent of any links to the Company, and
that these individuals had complied with their ethics and
independence policies and procedures, which are fully
consistent with the FRC’s Ethical Standards. Having considered
the above-mentioned aspects, the performance and behaviour
of the Auditor during the audit process and the assurances
received from EY, the Committee is satisfied that auditor
independence and objectivity are safeguarded. Thecurrent audit
partner, Mike Gaylor, is expected to serve until 2026.
Audit for the Year Ended 30 September 2025
In relation to the Annual Report for the year ended 30 September 2025, the following significant issues were considered by
theAudit Committee:
Significant issue How the issue was addressed
Valuation and ownership of
the Company’s investments
The Directors have appointed Janus Henderson, which outsources some of the administration
and accounting services to BNP Paribas, to perform the valuation of the assets of the
Company in accordance with its responsibilities under the AIFMD rules. Asrequired under the
AIFMD rules, JanusHenderson has adopted a written valuation policy, which may be modified
from time to time. Actively traded investments are valued using stock exchange prices provided
by third-party pricingvendors. Unlisted investments are valued either by periodically published
NAV or most recently traded price. Ownership of listed investments is verified by reconciliation
to the Custodian’s records and the Audit Committee has received quarterly reports from the
Depositary which has responsibility for overseeing operations of the Company, including
verification of ownership and valuation. Formore information, refertonote 1(c) on page 61.
Recognition of income Income received is accounted for in line with the Company’s accounting policies (asset
outinnote 1(e)) on pages 61 and 62 and is reviewed by the Committee at each meeting.
TheCommittee also considers the treatment of income received from special dividends and
the revenue forecast at each meeting.
Compliance with Section
1158/9 of the Corporation
Tax Act 2010
The Audit Committee regularly considers the controls in place to ensure that the regulations for
ensuring investment trust status are observed at all times, receivingsupporting documentation
from Janus Henderson and BNP Paribas.
Assessment of management
judgements
The Audit Committee reviewed those areas where management applies judgements (which
relate tothe treatment of special dividends and the valuation of unlisted investments). These
are reviewed at every Audit Committee meeting. The Audit Committee also assessed whether
there were areas in which the Auditor challenged management’s judgements. It concluded that
there were few areas where such judgement was applied, and where it did apply, the Auditor
appropriately challenged and evidenced the outcome.
Maintaining internal controls The Audit Committee receives regular reports on internal controls from Janus Henderson,
BNPParibas and HSBC and has access to the relevant personnel of JanusHenderson who
have a responsibility for risk management and internal audit. TheAuditCommittee noted that
the assurance reports received from two of the Company’s service providers had received
qualified opinions (see page 41 for further details). The Audit Committee was satisfied that the
exceptionsnoted across the assurance reports were not considered to have had a direct
impact on the Company.
Lowland Investment Company plc Annual Report 2025
48
Report of the Audit and Risk Committee (continued)
Effectiveness of the External Audit
The Audit Committee’s process for evaluating the effectiveness
of the external audit comprises two components: consideration
is given to the findings of the FRC’s Audit Quality Inspection
Report and a post-audit assessment is carried out, led by the
Audit Committee Chair.
The Auditor is able to present and discuss the findings of
thelatest Audit Quality Inspection Report and report on the
progress made by EY in addressing the areas identified for
improvement in the prior year’s report.
The Auditor attended two Audit Committee meetings in the
year, when the Committee was considering the half year and
the annual results. An initial audit planning meeting between
the Audit Committee Chair, EY, BNP Paribas, the Fund
Manager and the Manager’s staff was held. The Audit
Committee Chair also met with the Auditor to review the audit
results prior to these being presented to the Audit Committee.
In assessing the effectiveness of the audit process, the Audit
Committee Chair invites views from the Directors, theFund
Managers and other members of the Manager’s staff
inassessing the robustness of the audit, level of challenge
offered by the audit team, the quality of the audit team and
timeliness of delivering the tasks required for the audit and
reporting to the Audit Committee. The Audit Committee also
met privately with the Audit Partner to discuss how the audit
operated from his perspective. Overall, the Audit Committee
considers that the audit quality for the year ended 30
September 2025 has been high and that the Manager and EY
have worked together to enhance and improve reporting to
shareholders.
Following completion of the assessment, the Audit Committee
remained satisfied with the effectiveness of the audit
providedby EY and therefore recommended to the Board
itscontinuing appointment. The Auditor has indicated its
willingness to continue in office. Accordingly, resolutions
reappointing EY asAuditor to the Company and authorising
the Directors to determine the Auditor’s remuneration will be
proposed at the upcoming AGM.
Annual Report for the Year Ended
30September 2025
The Audit Committee in conclusion recommended to the
Board that the Annual Report, taken as a whole, was fair,
balanced and understandable and provided the information
necessary for shareholders to assess the Company’s position
and performance, business model and strategy.
Gaynor Coley
Audit Committee Chair
8 December 2025
Lowland Investment Company plc Annual Report 2025
49
Independent Auditor’s Report to the Members of
Lowland Investment Company plc
Opinion
We have audited the financial statements of Lowland
Investment Company plc (‘the Company’) for the year ended
30 September 2025 which comprise the Income Statement,
Statement of Changes in Equity, Statement of Financial
Position and Statement of Cash Flows and the related notes
1to 21, including a summary of significant accounting
policies. The financial reporting framework that has been
applied in their preparation is applicable law and United
Kingdom Accounting Standards including FRS 102
‘TheFinancial Reporting Standard applicable in the UK and
Republic of Ireland’ (United Kingdom Generally Accepted
Accounting Practice).
In our opinion, the financial statements:
●
give a true and fair view of the Company’s affairs as at
30September 2025 and of its profit for the year then
ended;
●
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
●
have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
financial statements section of our report.
Independence
We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
inthe preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Company’s
ability to continue to adopt the going concern basis of
accounting included:
●
Confirming our understanding of the Company’s going
concern assessment process by engaging with the
Directors and the Corporate Secretary to determine if all
key factors were considered in their assessment.
●
Inspecting the Directors’ assessment of going concern,
including the revenue forecast, for the period to
31December 2026, which is at least 12 months from the
date these financial statements are authorised for issue.
Inpreparing the revenue forecast, the Company has
concluded that it is able to continue to meet its ongoing
costs as they fall due.
●
Reviewing the factors and assumptions, including the
impact of the current economic environment and other
significant events that could give rise to market volatility,
asapplied to the revenue forecast and the liquidity
assessment of the investments. We considered the
appropriateness of the methods used to calculate the
revenue forecast and the liquidity assessment and
determined, through testing of the methodology and
calculations, that the methods, inputs and assumptions
utilised were appropriate to be able to make an
assessment for the Company.
●
Considering the mitigating factors included in the revenue
forecast that are within the control of the Company.
Wereviewed the Company’s assessment of the liquidity
ofinvestments held and evaluated the Company’s ability
tosell those investments to cover the working capital
requirements should revenue decline significantly.
●
In relation to the Company’s borrowing arrangements,
inspecting the Directors’ assessment of the level of
gearing. We recalculated the Company’s compliance with
debt covenants and performed stress testing to assess
the likelihood of the Company breaching the financial
covenants as a result of a reduction in the value of the
Company’s portfolio.
●
Reviewing the Company’s going concern disclosures
included in the annual report in order to assess that the
disclosures were appropriate and in conformity with the
reporting standards.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that,individually or collectively, may cast significant doubt
onthe Company’s ability to continue as a going concern to
31December 2026, which is a period of at least twelve
months from when the financial statements are authorised
forissue.
In relation to the Company’s reporting on how they have
applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’
statement in the financial statements about whether the
Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future events
or conditions can be predicted, this statement is not a guarantee
as to the Company‘s ability to continue as a going concern.
50
Lowland Investment Company plc Annual Report 2025
Independent Auditor’s Report to the Members of
Lowland Investment Company plc
(continued)
Overview of our audit approach
Key audit matters
●
Risk of incomplete or inaccurate revenue recognition.
●
Risk of incorrect valuation or ownership of the investment
portfolio.
Materiality
●
Overall materiality of £3.65m which represents 1% of
netassets.
An overview of the scope of our audit
Tailoring the Scope
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit
scope for the Company. This enables us to form an opinion
on the financial statements. We take into account size, risk
profile, the organisation of the Company and effectiveness
ofcontrols, including controls and changes in the business
environment, when assessing the level of work to be performed.
All audit work was performed directly by the audit
engagement team.
Climate Change
There has been increasing interest from stakeholders as to
how climate change will impact companies. The Company
has determined that the impact of climate change could affect
the Company’s investments. This is explained in the managing
risks section on pages 27 and 28, which forms part of the
‘Other information’, rather than the audited financial
statements. Our procedures on these disclosures therefore
consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be
materially misstated.
Our audit effort in considering climate change was focused
onthe adequacy of the Company’s disclosures in the financial
statements as set out in note 1(l) and conclusion that there was
no further impact of climate change to be taken into account as
the investments are valued based on market pricing as required
by FRS 102. We also challenged the Directors’ considerations of
climate change risks in their assessment of going concern
and viability and associated disclosures.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we
donot provide a separate opinion on these matters.
51
Lowland Investment Company plc Annual Report 2025
Risk
Our response to the risk
Key observations communicated to the Audit
andRisk Committee
Incomplete or inaccurate revenue
recognition (as described on page 48
in the Audit and Risk Committee
Report and as per the accounting
policy set out on pages 61 and 62).
The total revenue for the year to
30September 2025 was £19.24m
(2024: £19.83m), consisting primarily
ofdividend income from listed equity
investments.
Additionally, in accordance with the
AIC SORP, special dividends received
by the Company can be included in
either the revenue or capital columns
of the Income Statement depending on
the commercial circumstances behind
the payments.
There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise proper
income entitlements or to apply an
appropriate accounting treatment.
We have performed the following
procedures:
●
We obtained an understanding of the
processes and controls surrounding
revenue recognition by performing
walkthrough procedures.
●
For 100% of dividends received and
accrued, we recalculated the income
by multiplying the investment holdings
at the ex-dividend date, traced from
the accounting records, by the
dividend per share, which was agreed
to an independent data vendor.
Wealso agreed all exchange rates to
an independent data vendor and
agreed asample of dividend receipts
to bank statements.
●
For 100% of dividends accrued,
wereviewed the investee company
announcement to assess whether the
dividend entitlements arose prior to
30September 2025.
●
To test completeness of recorded
income, we verified that expected
dividends for each investee company
held during the year had been recorded
as income with reference to investee
company announcements obtained
from an independent data vendor.
●
For all investments held during the year,
we inspected the type of dividends
paid with reference to an external data
vendor to identify those which were
special dividends. For a sample of
special dividends, we assessed the
appropriateness of management’s
classification as revenue or capital by
reviewing the underlying rationale for
the distributions.
The results of our procedures identified
nomaterial misstatement in relation to
incomplete or inaccurate revenue
recognition.
Independent Auditor’s Report to the Members of
Lowland Investment Company plc
(continued)
52
Lowland Investment Company plc Annual Report 2025
Independent Auditor’s Report to the Members of
Lowland Investment Company plc
(continued)
Risk
Our response to the risk
Key observations communicated to the Audit
andRisk Committee
Incorrect valuation or ownership of
the investment portfolio
(as described on page 48 in the Audit
and Risk Committee Report and as
perthe accounting policy set out on
page 61.
The valuation of the investment
portfolio at 30 September 2025 was
£406.56m (2024: £432.62m) consisting
primarily of listed investments.
The valuation of the investments held
by the Company is the key driver of the
Company’s net asset value and total
return. Incorrect investment pricing, or
a failure to maintain proper legal title of
the assets held by the Company could
have a significant impact on the net
asset value and the return generated
for shareholders.
The fair value of listed investments is
determined using quoted market bid
prices at close of business on the
reporting date.
We have performed the following
procedures:
●
We obtained an understanding of the
processes surrounding investment
pricing and legal title of listed
investments by performing
walkthrough procedures.
●
For all quoted investments in the
portfolio, including the stocks on loan,
we verified the market prices and
exchange rates applied to an
independent pricing vendor and
recalculated the investment valuations
as at the year end.
●
For all quoted investments in the
portfolio, we obtained the market
prices from an independent pricing
vendor for five business days pre and
post the year end date and calculated
the day-on-day movements to identify
any stale prices. We verified that the
listed prices are valid fair values
through review of trading activity.
●
We compared the Company’s
investment holdings, including the
stocks on loan, as at 30 September
2025 to an independent confirmation
received directly from the Company’s
Custodian.
The results of our procedures identified
no material misstatement in relation to the
risk of incorrect valuation or ownership of
the investment portfolio..
There have been no changes to the areas of audit focus raised in the above risk table from the prior year.
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be expected
to influence the economic decisions of the users of the
financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £3.65m
(2024: £3.89m), which is 1% (2024: 1%) of net assets.
Webelieve that shareholders’ funds provides us with
materiality aligned to the key measurement of the
Company’sperformance.
During the course of our audit, we reassessed initial
materiality and found no reason to alter the basis of
calculation at year end.
Performance Materiality
The application of materiality at the individual account or
balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
ofuncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75%
(2024: 75%) of our planning materiality, namely £2.73m
(2024:£2.92m). We have set performance materiality at this
percentage due to our past experience of working with the
Company which therefore indicates a lower risk of
misstatements, both corrected and uncorrected.
Given the importance of the distinction between revenue and
capital for investment trusts, we also applied a separate
testing threshold for the revenue column of the Income
Statement of £0.82m (2024: £0.85m) being 5% (2024: 5%) of
the revenue net return before taxation.
53
Lowland Investment Company plc Annual Report 2025
Independent Auditor’s Report to the Members of
Lowland Investment Company plc
(continued)
Reporting Threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would
report to them all uncorrected audit differences in excess of
£0.18m (2024: £0.19m), which is set at 5% (2024: 5%) of
planning materiality, as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming
ouropinion.
Other information
The other information comprises the information included in
the annual report other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in
doingso, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to
bematerially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether there is a material
misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a
material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ Remuneration Report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
●
the information given in the Strategic Report and the
Report of the Directors for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
●
the Strategic Report and Report of the Directors have
been prepared in accordance with applicable legal
requirements;
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
Strategic Report or Report of the Directors.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
●
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
●
the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
●
certain disclosures of directors’ remuneration specified by
law are not made; or
●
we have not received all the information and explanations
we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance
with the provisions of the UK Corporate Governance Code
specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
●
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on page 61.
●
Directors’ explanation as to its assessment of the upper
caseCompany’s prospects, the period this assessment
covers and why the period is appropriate set out on page 29.
●
Directors’ statement on fair, balanced and understandable
set out on page 35.
●
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 27.
●
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 41.
●
The section describing the work of the Audit Risk
Committee set out on pages 47 to 49.
54
Lowland Investment Company plc Annual Report 2025
Independent Auditor’s Report to the Members of
Lowland Investment Company plc
(continued)
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 35, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
asa going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
toissue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
Explanation as to what extent the audit was
considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined below, to detect irregularities,
including fraud. The risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the Company and management.
●
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are UK GAAP, the
Companies Act 2006, the UK Listing Rules, the UK
Corporate Governance Code, the Statement of
Recommended Practice for the Financial Statements of
Investment Trust Companies as issued by the Association
of Investment Companies, Section 1158 of the Corporation
Tax Act 2010 and The Companies (Miscellaneous
Reporting) Regulations 2018.
●
We understood how the Company is complying with those
frameworks through discussions with the Audit and Risk
Committee and Corporate Secretary, review of Board and
committee minutes and review of papers provided to the
Audit and Risk Committee.
●
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements.
●
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
andregulations. Our procedures involved review of the
reporting to the Directors with respect to the application
ofthe documented policies and procedures and review of
the financial statements to ensure compliance with the
reporting requirements of the Company.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
●
Following the recommendation from the Audit and Risk
Committee, we were appointed by the Company on
24January 2017 to audit the financial statements for the
year ended 30 September 2017 and subsequent
financialperiods.
●
The period of total uninterrupted engagement including
previous renewals and reappointments is nine years,
covering the years ended 30 September 2025.
●
The audit opinion is consistent with the additional report to
the Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members,
asabody, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions
wehave formed.
Mike Gaylor (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
8 December 2025
55
Lowland Investment Company plc Annual Report 2025
Financial
Statements
56
Income Statement
Year ended 30 September 2025 Year ended 30 September 2024
Notes
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
2 Gains on investments held at fair
value through profit or loss – 44,018 44,018 – 42,550 42,550
3 Income from investments 19,075 – 19,075 19,666 – 19,666
4 Other interest receivable and
similar income 166 – 166 160 – 160
Gross revenue and capital gains 19,241 44,018 63,259 19,826 42,550 62,376
5 Management fee (882) (881) (1,763) (867) (868) (1,735)
6 Administrative expenses (893) – (893) (802) – (802)
Net return before finance costs
and taxation 17,466 43,137 60,603 18,157 41,682 59,839
7 Finance costs (1,011) (1,011) (2,022) (1,115) (1,115) (2,230)
Net return before taxation 16,455 42,126 58,581 17,042 40,567 57,609
8 Taxation on net return (23) – (23) (37) – (37)
Net return after taxation 16,432 42,126 58,558 17,005 40,567 57,572
9 Return per ordinary share –
basic and diluted 6.73p 17.26p 23.99p 6.29p 15.01p 21.30p
The total columns of this statement represent the Profit and Loss Account of the Company. The revenue return and capital return
columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
Allrevenue and capital items in the above statement derive from continuing operations. The Company had no other
comprehensive income. The net return is both the profit for the year and the total comprehensive income.
The notes on pages 61 to 74 form part of these financial statements
57
Lowland Investment Company plc Annual Report 2025
Statement of Changes in Equity
Notes
Year ended
30 September 2025
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
capital
reserves
£’000
Revenue
reserve
£’000
Total
shareholders’
funds
£’000
At 1 October 2024 6,755 61,619 1,007 310,618 9,634 389,633
Net return after taxation – – – 42,126 16,432 58,558
Buyback of shares for treasury – – – (67,212) – (67,212)
10 Third interim dividend (1.6p) for the year
ended 30 September 2024 paid
31October 2024 – – – – (4,323) (4,323)
10 Final dividend (1.625p) for the year ended
30 September 2024 paid 31 January 2025 – – – – (4,391) (4,391)
10 First interim dividend (1.625p) for the year
ended 30 September 2025 paid 30 April 2025
–
–
–
–
(3,916)
(3,916)
10 Second interim dividend (1.65p) for the year
ended 30 September 2025 paid 31 July 2025 – – – – (3,736) (3,736)
10 Return of unclaimed dividends – – – – 22 22
At 30 September 2025 6,755 61,619 1,007 285,532 9,722 364,635
Notes
Year ended
30 September 2024
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
capital
reserves
£’000
Revenue
reserve
£’000
Total
shareholders’
funds
£’000
At 1 October 2023 6,755 61,619 1,007 270,051 9,913 349,345
Net return after taxation – – – 40,567 17,005 57,572
10 Third interim dividend (1.6p) for the year
ended 30 September 2023 paid
31October 2023 – – – – (4,323) (4,323)
10 Final dividend (1.6p) for the year ended
30September 2023 paid 31 January 2024 – – – – (4,323) (4,323)
10 First interim dividend (1.6p) for the year ended
30 September 2024 paid 30 April 2024 – – – – (4,323) (4,323)
10 Second interim dividend (1.6p) for the year
ended 30 September 2024 paid 31 July 2024 – – – – (4,323) (4,323)
10 Return of unclaimed dividends – – – – 8 8
At 30 September 2024 6,755 61,619 1,007 310,618 9,634 389,633
The notes on pages 61 to 74 form part of these financial statements
58
Lowland Investment Company plc Annual Report 2025
Statement of Financial Position
Notes
As at
30 September
2025
£’000
As at
30 September
2024
£’000
Fixed assets
11 Investments held at fair value through profit or loss:
Listed at market value on the main market 309,334 318,802
Listed at market value on AIM 36,150 55,176
Listed at market value overseas 15,623 19,969
Unlisted 2,264 2,277
Investments on loan 43,193 36,393
406,564 432,617
Current assets
12 Debtors 2,045 2,428
Cash at bank 5,471 5,161
7,516 7,589
13 Creditors: amounts falling due within one year (19,609) (20,749)
Net current liabilities (12,093) (13,160)
Total assets less current liabilities 394,471 419,457
13 Creditors: amounts falling due after one year (29,836) (29,824)
Net assets 364,635 389,633
Capital and reserves
15 Called up share capital 6,755 6,755
Share premium account 61,619 61,619
Capital redemption reserve 1,007 1,007
16 Other capital reserves 285,532 310,618
Revenue reserve 9,722 9,634
Total shareholders’ funds 364,635 389,633
17 Net asset value per ordinary share – basic and diluted 165.8p 144.2p
The financial statements on pages 57 to 74 were approved and authorised for issue by the Board of Directors on
8December 2025 and signed on their behalf by:
Helena Vinnicombe
Chair
The notes on pages 61 to 74 form part of these financial statements
59
Lowland Investment Company plc Annual Report 2025
Statement of Cash Flows
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Cash flows from operating activities
Net return before taxation 58,581 57,609
Add back: finance costs 2,022 2,230
Gains on investments held at fair value through profit or loss (44,018) (42,550)
Withholding tax on dividends (deducted at source)/reclaimed (23) 16
Decrease in other debtors 383 324
(Decrease)/increase in other creditors (347) 541
Net cash inflow from operating activities 16,598 18,170
Cash flows from investing activities
Purchase of investments (40,618) (78,497)
Sale of investments 110,591 80,668
Net cash inflow from investing activities 69,973 2,171
Cash flows from financing activities
Equity dividends paid (net of refund of unclaimed distributions and reclaimed distributions) (16,344) (17,284)
Share buybacks for treasury (67,212) –
Loans drawn down 40,436 37,736
Loans repaid (41,035) (36,378)
Interest paid (2,109) (2,177)
Net cash outflow from financing activities (86,264) (18,103)
Net increase in cash and cash equivalents 307 2,238
Cash and cash equivalents at start of year 5,161 2,926
Effect of foreign exchange rates 3 (3)
Cash and cash equivalents at end of year 5,471 5,161
Comprising:
Cash at bank 5,471 5,161
5,471 5,161
Cash inflow from dividends net of taxation was £19,464,000 (2024: £19,961,000) and interest received was £97,000
(2024:£75,000).
The notes on pages 61 to 74 form part of these financial statements
60
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements
1 Accounting Policies
a) Basis of Preparation
The Company is a registered investment company as defined in Section 833 of the Companies Act 2006 and is
incorporated in the United Kingdom. It operates in the United Kingdom and is registered at the address on page 89.
The financial statements have been prepared in accordance with the Companies Act 2006, FRS 102 – The Financial
Reporting Standard applicable in the UK and Republic of Ireland and with the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies and Venture Capital Trusts (the ‘SORP’) issued in July 2022 by the
Association of Investment Companies.
The principal accounting policies applied in the presentation of these financial statements are set out below. These policies
have been consistently applied to all the years presented.
The financial statements have been prepared under the historical cost basis except for the measurement of fair value of
investments. In applying FRS 102, financial instruments have been accounted for in accordance with Sections 11 and 12 of
the standard. All of the Company’s operations are of a continuing nature.
b) Going Concern
The Directors have considered the liquidity of the portfolio and concluded that the assets of the Company consist of
securities that are readily realisable. They have also considered the impact of global conflicts and changes in the
international political landscape including revenue forecasting, and a review of covenant compliance including the
headroom above the most restrictive covenants. They have concluded that they are able to meet their financial obligations
as they fall due until 31 December 2026, which is a period of at least twelve months from the date of approval of these
financial statements. Having assessed these factors, the principal risks and other matters discussed in connection with
the viability statement, the Directors considered it appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
c) Investments held at Fair Value through Profit or Loss
Listed investments, including AIM stocks, are held at fair value through profit or loss and accordingly are valued at fair
value,deemed to be the quoted bid price or the last trade price depending on the convention of the exchange on which
the investment is quoted.
The value of investments on loan under the Company’s stock lending arrangements has been disclosed separately in the
Statement of Financial Position and further details can be found in note 11.
Unlisted investments have also been classified as held at fair value through profit or loss and are valued by the Directors
using primary valuation techniques such as recent transactions and net assets.
Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are
recognised in the Income Statement as ‘gains or losses on investments held at fair value through profit or loss’. Also
included in this are transaction costs incurred on the purchase and disposal of investments. All purchases and sales
areaccounted for on a trade date basis.
d) Foreign Currency
The results and financial position of the Company are expressed in pounds sterling, which is the functional and
presentational currency of the Company. Sterling is the functional currency because it is the currency of the primary
economic environment in which the Company operates.
Transactions recorded in overseas currencies during the year are translated into sterling at the appropriate daily exchange
rates. Monetary assets and liabilities and equity investments held at fair value through profit or loss which are denominated
in foreign currencies at the Statement of Financial Position date are translated into sterling at the exchange rates ruling at
that date.
Any gains or losses on the translation of foreign currency balances, whether realised or unrealised, are taken to the capital
or to the revenue return of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature.
e) Income
Dividends receivable on equity shares are taken to the revenue return on an ex-dividend basis except where, in the opinion
of Directors, the dividend is capital in nature, in which case it is taken to the ‘gains/(losses) on investments’ in the capital
return column. The ordinary element of scrip dividends received in lieu of cash dividends is recognised as revenue. Any
enhancement above the cash dividend is treated as capital. Income distributions from UK Real Estate Investment Trusts
will be split into two parts: a Property Income Distribution (‘PID’) made up of rental revenue; and a non-PID element,
consisting of non-rental revenue. The PID element is subject to corporation tax as schedule A revenue, while the non-PID
element will be treated as franked revenue.
61
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
1 Accounting Policies (continued)
e) Income (continued)
Bank interest is accounted for monthly on an accruals basis and shown in the revenue return based on amounts to which
the Company is entitled.
Fees earned from stock lending are accounted for monthly on an accruals basis and shown in the revenue return after
deduction of amounts withheld by the counterparty arranging the stock lending facility.
f) Management Fees, Administrative Expenses and Finance Costs
All expenses and finance costs are accounted for on an accruals basis. All administrative expenses except the
management fee and finance costs, are charged to the revenue return of the Income Statement. The management fee
andfinance costs are charged 50% to the capital return of the Income Statement and50% to the revenue return of the
Income Statement.
g) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from return before taxation as
reported in the Income Statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated
using the applicable rate of corporation tax for the accounting period.
In line with the recommendations of the AIC SORP, the allocation method used to calculate tax relief on expenses
presented against capital returns in the supplementary information in the Income Statement is the ‘marginal basis’. Under
this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the
Income Statement, then no tax relief is transferred to the capital return column.
Deferred taxation is provided on all timing differences that have originated but not reversed by the Statement of Financial
Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there
will be suitable profits from which the future reversal of timing differences can be deducted. Any liability to deferred tax is
provided at the average rate of tax expected to apply based on tax rates and laws that have been enacted or substantively
enacted at the Statement of Financial Position date. Deferred tax assets and liabilities are not discounted to reflect the time
value of money.
h) Borrowings
Interest bearing bank loans and overdrafts are recorded at the proceeds received, less direct issue costs. They are
subsequently re-measured at amortised cost. Finance costs, including interest payable, premiums on settlement or
redemption and direct issue costs, are accounted for on an accruals basis in the Income Statement using the effective
interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the
period in which they arise.
Senior unsecured notes are recorded initially at proceeds received, less direct issue costs. They are subsequently
re-measured at amortised cost. The issue costs will be amortised over the life of the loan notes. Finance costs, including
interest payable, are accounted for on an accruals basis in the Income Statement using the effective interest rate method.
i) Dividends Payable to Shareholders
Dividends payable to shareholders are recognised in the financial statements when they are paid, or in the case of final
dividends, when they are approved by shareholders. Dividends are dealt with in the Statement of Changes in Equity.
j) Capital and Reserves
Called up share capital represents the nominal value of ordinary shares issued.
The share premium account represents the premium above nominal value received by the Company on issuing shares net
of issue costs.
The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been
distributed to shareholders as a dividend.
The capital redemption reserve represents the nominal value of ordinary shares that have been repurchased and cancelled.
Other capital reserves are split into two components, the capital reserve arising on investments sold and the capital
reserve arising on investments held. The following analyses what is accounted for in each of these components.
62
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
1 Accounting Policies (continued)
j) Capital and Reserves (continued)
Capital reserve arising on investments sold
The following are accounted for in this reserve:
●
gains and losses on the disposals of investments;
●
realised foreign exchange differences of a capital nature;
●
cost of repurchasing ordinary share capital; and
●
expenses and finance costs allocated to capital net of tax relief.
Capital reserve arising on revaluation of investments held
The following are accounted for in this reserve:
●
increases and decreases in the valuation of investments held at the year end; and
●
unrealised foreign exchange differences of a capital nature.
k) Distributable Reserves
The Company’s capital reserve arising on investments sold and revenue reserve may be distributed by way of a dividend.
Ifthe capital reserve arising from investments held shows a loss, this may reduce the distributable reserves.
l) Significant Accounting Judgements and Estimates
The preparation of the Company’s financial statements on occasion requires the Directors to make judgements, estimates
and assumptions that affect the reported amounts in the primary financial statements and the accompanying disclosures.
The Directors do not believe that any accounting judgements or estimates have been applied to this set of financial
statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
Nordo they believe that there are any estimates that have a significant risk of causing a material adjustment to the carrying
amount of assets and liabilities within the next financial year. In line with UK GAAP, investments are valued at fair value,
which are predominantly quoted prices for the investment in active markets and therefore reflect participants’ views of
climate change risk.
2 Gains on Investments held at Fair Value through Profit or Loss
2025
£’000
2024
£’000
Gains on the sale of investments based on historical cost 20,215 8,158
Revaluation (gains)/losses recognised in previous years (19,353) (5,289)
Gains on investments sold in the year based on carrying value
at previous Statement of Financial Position date 862 2,869
Revaluation gains on investments held at 30 September 43,153 39,684
Exchange gains/(losses) 3 (3)
44,018 42,550
3 Income from Investments
2025
£’000
2024
£’000
UK dividends:
Listed investments 16,577 16,441
Unlisted 28 –
Property income dividends 681 731
17,286 17,172
Non UK dividends:
Overseas dividend income 1,789 2,494
1,789 2,494
19,075 19,666
63
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
4 Other Interest Receivable and Similar Income
2025
£’000
2024
£’000
Stock lending commission 62 74
Income from underwriting 9 8
Bank interest 95 78
166 160
Stock lending commission has been shown net of brokerage fees of £16,000 (2024: £19,000).
5 Management Fee
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 882 881 1,763 867 868 1,735
A description of the basis for calculating the management fee is given in the Strategic Report on page 23 and further
detailed in note 20 on page 74.
6 Administrative Expenses
2025
£’000
2024
£’000
Directors’ fees and expenses (see Directors’ Remuneration Report on page 39)
1
185 191
Auditor’s remuneration – for audit services 56 55
AIC subscriptions 22 21
Directors’ and Officers’ liability insurance 25 28
Listing fees (Stock Exchange, newspapers and internet) 46 38
Safe custody and bank charges 22 22
Loan facility fees 94 91
Printing and postage 21 22
Registrar’s fees 25 21
Marketing expenses payable to Janus Henderson 185 137
Depositary fees 31 32
Other expenses 104 76
Irrecoverable VAT 77 68
893 802
1. All transactions with Directors, as disclosed in the Directors’ Remuneration Report, are related party transactions
7 Finance Costs
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
On bank loans and overdrafts repayable within one year 532 532 1,064 636 636 1,272
On senior unsecured loan notes 479 479 958 479 479 958
1,011 1,011 2,022 1,115 1,115 2,230
The allocation between revenue return and capital return is explained in note 1(f) on page 62.
64
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
8 Taxation on Net Return
Analysis of tax charge for the year
2025 2024
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Overseas tax suffered 23 – 23 37 – 37
Total taxation for the year 23 – 23 37 – 37
Factors affecting the tax charge for the year
2025 2024
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Net return before taxation 16,455 42,126 58,581 17,042 40,567 57,609
Corporation tax at standard rate of 25%
1
4,114 10,532 14,646 4,261 10,142 14,403
Effects of:
Non–taxable UK dividends (4,157) – (4,157) (4,110) – (4,110)
Other non–taxable income (447) – (447) (624) – (624)
Overseas tax suffered 23 – 23 37 – 37
Excess management expenses 487 471 958 442 466 908
Corporate interest restriction 3 2 5 31 29 60
Currency (gains)/losses – (1) (1) – 1 1
Non–taxable/deductable capital gains – (11,004) (11,004) – (10,638) (10,638)
Total tax charge 23 – 23 37 – 37
1. The standard UK corporation tax rate has been 25% since 1 April 2023. The tax charge for the year is lower than the corporation tax rate
No provision for deferred taxation has been made in the current or prior accounting year. The Company has not provided
deferred tax on capital gains or losses arising on the revaluation and disposal of investments as it is exempt from tax on
these items because of its investment trust status.
The Company can offset management fees, other administrative expenses and interest costs against taxable income to
eliminate any tax charge on such income. The tax legislation refers to these as management expenses (management fees
and other administrative expenses) and non-trade loan relationship deficits (interest costs) and these are captured together
under the heading ‘Excess management expenses’ in the table above. Where these are not fully utilised, they can be
carried forward to future years. As the Company is unlikely to generate future taxable profits to utilise these amounts, the
Company cannot recognise an asset to reflect them, but must still disclose the deferred tax amount carried forward
arisingfrom utilised amounts. Consequently, the Company has not recognised a deferred tax asset totalling £19,354,000
(2024: £18,397,000) arising as a result of having unutilised management expenses and unutilised non-trade loan
relationship deficits totalling £77,417,000 (2024: £73,587,000), and based on a prospective tax rate of 25% (2024: 25%).
65
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
9 Return per Ordinary Share – Basic and Diluted
The return per ordinary share is based on the net return attributable to the ordinary shares of £58,558,000 (2024: net return
of £57,572,000) and on 244,072,942 ordinary shares (2024: 270,185,650), being the weighted average number of ordinary
shares in issue during the year excluding treasury shares. The return per ordinary share can be further analysed between
revenue and capital, as below.
2025
£’000
2024
£’000
Net revenue return 16,432 17,005
Net capital return 42,126 40,567
Net total return 58,558 57,572
Weighted average number of ordinary shares in issue during the year 244,072,942 270,185,650
2025
Pence
2024
Pence
Revenue return per ordinary share 6.73 6.29
Capital return per ordinary share 17.26 15.01
Total return per ordinary share 23.99 21.30
The Company does not have any dilutive securities, therefore the basic and diluted returns per share are the same.
10 Dividends Paid and Payable on the Ordinary Shares
Dividends on ordinary shares Record date Payment date
2025
£’000
2024
£’000
Third interim dividend (1.6p) for the year ended
30September 2023 29 September 2023 31 October 2023 – 4,323
Final dividend (1.6p) for the year ended
30 September 2023 29 December 2023 31 January 2024 – 4,323
First interim dividend (1.6p) for the year ended
30September 2024 12 April 2024 30 April 2024 – 4,323
Second interim dividend (1.6p) for the year ended
30September 2024 28 June 2024 31 July 2024 – 4,323
Third interim dividend (1.6p) for the year ended
30 September 2024 27 September 2024 31 October 2024 4,323 –
Final dividend (1.625p) for the year ended
30 September 2024 27 December 2024 31 January 2025 4,391 –
First interim dividend (1.625p) for the year ended
30 September 2025 4 April 2025 30 April 2025 3,916 –
Second interim dividend (1.65p) for the year ended
30 September 2025 27 June 2025 31 July 2025 3,736 –
Return of unclaimed dividends (22) (8)
16,344 17,284
The third interim dividend and the final dividend for the year ended 30 September 2025 have not been included as a liability
in these financial statements. The total dividends payable in respect of the financial year, which form the basis of the
retention test under Section 1158 of the Corporation Tax Act 2010, are set out below.
2025
£’000
Revenue available for distribution by way of dividend for the year 16,432
First interim dividend (1.625p) for the year ended 30 September 2025 (3,916)
Second interim dividend (1.65p) for the year ended 30 September 2025 (3,736)
Third interim dividend (1.65p) for the year ended 30 September 2025 (3,630)
Final dividend 1.70p for the year ended 30 September 2025 (based on 219,972,265 ordinary shares in
issueat 5 December 2025) (3,740)
Transfer to reserves 1,140
1
1. The residual will be transferred to the revenue reserve (2024: £355,000 transferred from the revenue reserve)
66
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
11 Investments held at Fair Value through Profit or Loss
2025
£’000
2024
£’000
Cost at start of year 414,118 408,325
Investment holding gains/(losses) at start of year 18,499 (15,896)
Valuation at start of year 432,617 392,429
Analysis of transactions made during the year
Additions at cost 40,523 78,304
Disposal proceeds received (110,591) (80,668)
Unrealised gains on investments 23,800 34,394
Realised gains on investments 20,215 8,158
Valuation at end of year 406,564 432,617
Cost at end of year 364,265 414,118
Investment holding gains at end of year 42,299 18,499
Valuation at end of year 406,564 432,617
Included in the total investments are unlisted investments shown at the Directors’ fair value of £2,264,000 (2024: £2,268,000.
At 30 September 2025 the total value of securities on loan by the Company for stock lending purposes was £43,193,000
(2024: £36,393,000). The maximum aggregate value of securities on loan at any time during the year ended 30 September
2025 was £78,099,000 (2024: £42,921,000). The Company’s agent holds collateral comprising FTSE 100 stocks, gilts,
overseas equities and overseas government bonds with a collateral value of £45,722,000 (2024: £38,477,000) amounting
toa minimum of 106% (2024: 106%) of the market value of any securities on loan.
Purchase transaction costs for the year ended 30 September 2025 were £199,000 (2024: £337,000). These comprise mainly
stamp duty and commission. Sale transaction costs for the year ended 30 September 2025 were £44,000 (2024: £32,000).
The Company received £110,591,000 (2024: £80,668,000) from investments sold in the year. The book cost of these
investments when they were purchased was £90,376,000 (2024: £72,510,000). These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
As at 30 September 2025, the Company holds 3% or more of any class of capital in 9 investee companies (2024: 11).
Within the 9, there were 3 whose valuation represented more than 1% of the value of the total investment portfolio held by
the Company, which are:
2025
Valuation
£’000
2025
% of share
capital
2024
Valuation
£’000
2024
% of share
capital
Eleco 4,327 3.5 4,131 3.8
Renold 6,477 3.6 5,243 4.4
Springfield 4,515 3.6 4,028 3.2
12 Debtors
2025
£’000
2024
£’000
Prepayments and accrued income 2,032 2,415
Taxation recoverable 13 13
2,045 2,428
67
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
13 Creditors
Amounts falling due within one year
2025
£’000
2024
£’000
Bank loans 18,577 19,176
Purchases for future settlement – 95
Other creditors 1,032 1,478
19,609 20,749
The Company entered into a three-year revolving bank loan facility of up to £40m, with a conditional option to increase the
facility by £20m, with BNP Paribas, London Branch on 27October 2022. As at 30 September 2025, £18.6m (2024:
£19.2m) of the facility was drawn down, repayable in October 2025. Subsequent to the year end, this facility was renewed
for a further 12 months, to expire on 23 October 2026.
Amounts falling due after more than one year
2025
£’000
2024
£’000
3.15% senior unsecured loan notes 2037 29,836 29,824
On 5 January 2017 the Company issued £30m 3.15% senior unsecured notes due 2037, net of costs totalling £255,000.
The issue costs will be amortised over the life of the notes.
The £30m senior unsecured notes are redeemable at par on 5 January 2037.
14 Financial Risk Management Policies and Procedures
As an investment trust, the Company invests in equities and other investments for the long term so as to secure its
investment objective and policy as stated on page 22. In pursuing its investment objective and policy, the Company is
exposed to a variety of financial risks that could result in either a reduction in the Company’s net assets or a reduction in
the profits available for distribution by way of dividends.
These financial risks, including market risk (comprising market price risk, currency risk and interest rate risk), liquidity risk
and credit and counterparty risk, and the Directors’ approach to the management of these risks, are set out below and
have not changed from the previous accounting period. The Board and Janus Henderson coordinate the Company’s risk
management and there are various risk management systems in place as detailed below:
●
straight-through processing via a deal order and management system (‘OMS’) is utilised for securities, with
connectivity to third-party affirmation and trade repository services;
●
portfolio modelling and investment management functions (including order-raising, dealing and trade execution) are
performed using one of, or a combination of, the following third-party software applications: Charles River
Development, OMS and/or Imagine;
●
fund pricing and accounting services are outsourced to a third-party administrator (currently BNP Paribas) which
utilises HiPortfolio software; and
●
the IT tools to which the Janus Henderson risk, compliance and operations teams have access for independent
monitoring and risk measurement purposes include:
– Charles River Compliance module for investment restrictions monitoring;
– SAI360 operational risk database;
– Riskmetrics, UBS Delta, Style Research and Barra for market risk measurement;
– Bloomberg for market data and price-checking; and
– HiPortfolio for portfolio holdings and valuations.
These are supplemented by in-house developments: Derivative Exposure Service (‘DES’) and Counterparty Exposure
Service (‘CES’) database.
14.1 Market Risk
The fair value of a financial instrument held by the Company may fluctuate due to changes in market prices. This market
risk comprises market price risk (see note 14.1.1), currency risk (see note 14.1.2) and interest rate risk (see note 14.1.3).
TheBoard reviews and agrees policies for managing these risks. Janus Henderson assesses the exposure to market risk
when making each investment decision, and monitors the overall level of market risk on the whole of the investment
portfolio on an ongoing basis.
68
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
14 Financial Risk Management Policies and Procedures (continued)
14.1.1 Market Price Risk
Market price risk (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect
the fair value of listed and unlisted investments.
The Company’s exposure to market price risk at 30 September 2025 is represented by its investments held on the
Statement of Financial Position under the heading ‘Investments held at fair value through profit or loss’ on page 59.
Management of the Risk
The Board manages the risks inherent in the investment portfolio by ensuring full and timely access to relevant information
from Janus Henderson. The Board meets regularly and at each meeting reviews investment performance. The Board
monitors Janus Henderson’s compliance with the Company’s objectives, and is directly responsible for investment strategy
and asset allocation.
Concentration of Exposure to Market Price Risks
An analysis of the Company’s investment portfolio is shown on pages 11 to 18. This shows that the majority of the
investments’ value is in UK listed companies. Accordingly, there is a concentration of exposure to market price risk, though
it is recognised that an investment’s country of domicile or of listing does not necessarily equate to its exposure to the
economic conditions in that country.
Market Price Risk Sensitivity
The following table illustrates the sensitivity of the total return after taxation for the year and the net assets to an increase or
decrease of 20% (2024: 20%) in the fair values of the Company’s investments including the impact on the management fee.
This level of change is considered to be reasonably possible based on observation of market behaviour in the last few years.
Sensitivity analysis – market prices if prices change by 20%
2025 2024
If prices
go up
£’000
If prices
go down
£’000
If prices
go up
£’000
If prices
go down
£’000
Investments at year end 406,564 406,564 432,617 432,617
Impact on Income Statement:
Revenue return (162) 162 (173) 173
Capital return 81,151 (81,151) 86,350 (86,350)
Impact on net assets and total return (excluding gearing) 80,989 (80,989) 86,177 (86,177)
14.1.2 Currency Risk
A proportion of the Company’s assets, liabilities and income are denominated in currencies other than sterling (the
Company’s functional currency and presentational currency). As a result, movements in exchange rates may affect the
sterling value of those items. As the Company’s investments are predominantly in sterling denominated securities its
exposure to currency risk is not considered material and no sensitivity analysis has been presented. Investments held in
currencies other than sterling were £15,826,000 (2024: £16,891,000) representing 3.9% (2024: 3.9%) of the total
investments of the Company.
Management of the Risk
Janus Henderson monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board at
each Board meeting. Janus Henderson measures the risk to the Company of the foreign currency exposure by considering
the effect on the Company’s net asset value and total return of a movement in the exchange rates to which the Company’s
assets, liabilities, income and expenses are exposed.
69
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
14 Financial Risk Management Policies and Procedures (continued)
14.1.3 Interest Rate Risk
Interest rate movements may affect:
●
the fair value of investments in fixed interest securities;
●
the level of income receivable from interest-bearing securities and cash at bank and on deposit; and
●
the interest payable on the Company’s variable rate borrowings.
Management of the Risk
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into
account when making investment decisions and borrowing under the loan facility. The Company, generally, does not hold
significant cash balances, with short term borrowings being used when required. The Company finances part of its
activities through borrowings at levels approved and monitored by the Board. Derivative contracts have not been used
during the year to hedge against the exposure to interest rate risk.
Interest Rate Exposure
The Company’s exposure to floating interest rates can be found on the Statement of Financial Position under the heading
‘Cash at bank’ and in note 13 under the heading ‘Bank loans’.
Interest receivable and finance costs are at the following rates:
●
Interest received on cash balances, or paid on bank overdrafts, is at a margin linked to SONIA; and
●
Interest paid on borrowings under the loan facility is at a margin over SONIA for the type of loan. The weighted
average interest rate of these is 5.12% as at 30 September 2025 (2024: 6.21%).
The Company had fixed interest rate asset exposure at 30 September 2025 on the holding in Wadworth at £126,000
(2024:£126,000). The Company also had fixed interest rate liability exposure through the senior unsecured loan notes.
Interest Rate Risk Sensitivity
The Company is primarily exposed to interest rate risk through its loan facility. Since 27 October 2022 this has been with
BNP Paribas, London Branch. The sensitivity is as follows:
●
Borrowings vary throughout the year as a result of the Board’s borrowing policy. Borrowings (net of cash) at the year
end were £13,106,000 (2024: £14,015,000) and if that level of borrowing was maintained for a full year, then a 200
basis points change in SONIA (up or down) would decrease or increase net revenue and total net return after taxation
by approximately £262,000 (2024: £280,000).
14.2 Liquidity Risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of the Risk
Liquidity risk is not significant as the majority of the Company’s assets are investments in quoted securities that are readily
realisable. The Company had bank loan facilities totalling up to £60m (2024: up to £60m) and an overdraft facility with the
custodian, the extent of which is determined by the custodian on a regular basis by reference to the value of the securities
held by it on behalf of the Company. The facilities are subject to regular review.
The Board gives guidance to Janus Henderson as to the maximum amount of the Company’s resources that should be
invested in any one company. The policy is that the Company should generally remain fully invested and that short-term
borrowings be used to manage short-term cash requirements.
The contractual maturities of the financial liabilities at 30 September based on the earliest date on which payment can be
required are as follows:
At 30 September 2025
Due within
1 year
£’000
Due within
1-5 years
£’000
Due after
5 years
£’000
Bank loans
1
18,678 – –
Senior unsecured notes
2
945 3,780 36,143
Other creditors 773 – –
20,396 3,780 36,143
70
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
14 Financial Risk Management Policies and Procedures (continued)
14.2 Liquidity Risk (continued)
At 30 September 2024
Due within
1 year
£’000
Due within
1-5 years
£’000
Due after
5 years
£’000
Bank loans
1
19,379 – –
Senior unsecured notes
2
945 3,780 37,088
Other creditors 1,215 – –
21,539 3,780 37,088
1. Includes the interest payable to maturity
2. The above figures show interest payable over the remaining term of the senior unsecured notes. The figures in the ‘due after 5 years’ column also include
the capital to be repaid. Details of the repayment are set out on page 68
14.3 Credit and Counterparty Risk
The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the
Company suffering a loss.
Management of the Risk
The risk is managed as follows:
●
Investment transactions are carried out with a large number of brokers, whose credit standard is reviewed periodically
by Janus Henderson, and limits are set on the amount that may be due from any one broker; and
●
Cash at bank is held only with reputable banks with high quality external credit ratings.
The table below summarises the credit risk exposure of the Company at year end.
2025
£’000
2024
£’000
Fixed interest securities 126 126
Cash at bank 5,471 5,161
Debtors:
– prepayments and accrued income 1,957 2,369
7,554 7,656
14.4 Fair Values of Financial Assets and Financial Liabilities
Except as noted below, the financial assets and financial liabilities are either carried in the Statement of Financial Position
attheir fair value (investments) or the Statement of Financial Position amount is a reasonable approximation of fair value
(sales for future settlement, prepayments and accrued income, taxation recoverable, purchases for future settlement, other
creditors, cash at bank, bank overdrafts and amounts due under the loan facilities). The senior unsecured loan notes are
carried in the Statement of Financial Position at amortised cost.
At 30 September 2025, the fair value of the senior unsecured loan notes was estimated to be £23,493,000
(2024:£24,672,000). The fair value of the senior unsecured loan notes is calculated using a discount rate which reflects
theyield on a UK Gilt of similar maturity plus a suitable credit spread.
14.5 Fair Value Hierarchy Disclosures
The table below analyses fair value measurements for investments held at fair value through profit or loss. These fair value
measurements are categorised into different levels in the fair value hierarchy based on the valuation inputs used and are
defined as follows under FRS 102:
71
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
14 Financial Risk Management Policies and Procedures (continued)
14.5 Fair Value Hierarchy Disclosures (continued)
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair
value measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not observed on observable market data.
Financial assets at fair value through profit or loss at 30 September 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 404,300 – 2,264 406,564
Financial assets at fair value through profit or loss at 30 September 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 430,340 – 2,277 432,617
There have been no transfers during the year between any of the levels.
A reconciliation of movements within Level 3 is set out below:
2025
£’000
2024
£’000
Opening balance 2,277 2,368
Transfers in – 9
Total loss included in the Income Statement – on investments held (13) (100)
Closing balance 2,264 2,277
The Company’s holdings in Oxford Sciences Enterprises was revalued upward following receipt of an updated net asset
value and in Wadworth downward during the year (2024: Oxford Science Enterprises and Wadworth downward).
14.6 Capital Management Policies and Procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and to
maximise the revenue and capital return to its equity shareholders. This is achieved through an appropriate balance of
equity capital and debt.
The Company’s capital at 30 September 2025 comprises its equity share capital, reserves and loans that are shown in the
Statement of Financial Position at a total of £413,048,000 (2024: £438,633,000).
The Board, with the assistance of Janus Henderson, monitors and reviews the structure of the Company’s capital on an
ongoing basis. This review includes the planned level of gearing.
The Company is subject to several externally imposed capital requirements:
●
borrowings under the bank loan facility are not to exceed 30% of the adjusted net asset value;
●
the terms of the unsecured loan notes include financial covenants in relation to the level of borrowings, including the
net asset value of the Company not to be less than £150m and total borrowings not to exceed 35% of the net asset
value of the Company;
●
as a public company, the Company has a minimum share capital of £50,000; and
●
in order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to be
able to meet one of the two capital restriction tests imposed on investment companies by company law.
The Company has complied with these requirements.
15 Called Up Share Capital
Number of
shares entitled
to dividend
Number of
shares held
in treasury
Total number
of shares
Nominal value
of shares
£’000
At 1 October 2024 270,185,650 – 270,185,650 6,755
Buyback of shares for treasury (50,213,385) 50,213,385 – –
At 30 September 2025 219,972,265 50,213,385 270,185,650 6,755
72
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
15 Called Up Share Capital (continued)
Number of
shares entitled
to dividend
Number of
shares held
in treasury
Total number
of shares
Nominal value
of shares
£’000
At 30 September 2024 and 2023 270,185,650 – 270,185,650 6,755
During the year 50,213,385 shares were bought back into treasury (2024: nil) for a net payment of £67,212,000 (2024: £nil).
No shares were allotted during the year (2024: nil).
16 Other Capital Reserves
Capital reserve
arising on revaluation
of investments held
£’000
Capital reserve
arising on
investments sold
£’000
Other capital
reserves total
£’000
At 1 October 2024 18,477 292,141 310,618
Transfer on disposal of investments (19,353) 19,353 –
Net gains on investments 43,153 862 44,015
Buyback of shares for treasury – (67,212) (67,212)
Expenses and finance costs allocated to capital – (1,892) (1,892)
Exchange differences – 3 3
At 30 September 2025 42,277 243,255 285,532
The capital reserve arising on revaluation of investments held at 30 September 2025 includes a gain of £880,000
(2024:£884,000) based on historical book cost, in respect of the revaluation of unlisted investments.
Capital reserve
arising on revaluation
of investments held
£’000
Capital reserve
arising on
investments sold
£’000
Other capital
reserves total
£’000
At 1 October 2023 (15,918) 285,969 270,051
Transfer on disposal of investments (5,289) 5,289 –
Net gains on investments 39,684 2,869 42,553
Expenses and finance costs allocated to capital – (1,983) (1,983)
Exchange differences – (3) (3)
At 30 September 2024 18,477 292,141 310,618
17 Net Asset Value per Ordinary Share
The net asset value per ordinary share of 165.8p (2024: 144.2p) is based on the net assets attributable to the ordinary shares
of £364,635,000 (2024: £389,633,000) and on 219,972,265 (2024: 270,185,650) shares in issue on 30 September 2025,
excluding treasury shares.
The movements during the year of the assets attributable to the ordinary shares were as follows:
2025
£’000
2024
£’000
Total net assets at start of year 389,633 349,345
Total net return after taxation 58,558 57,572
Net dividends paid in the year:
Ordinary shares (16,344) (17,284)
Buyback of shares for treasury (67,212) –
Net assets attributable to the ordinary shares at 30 September 364,635 389,633
73
Lowland Investment Company plc Annual Report 2025
Notes to the Financial Statements (continued)
18 Net Debt Reconciliation
Cash and cash
equivalents
£’000
Bank loans and
overdraft
repayable within
one year
£’000
Other debt
repayable after
more than
one year
£’000
Total
£’000
Net debt at 1 October 2024 5,161 (19,176) (29,824) (43,839)
Cash flows 307 599 – 906
Exchange movements 3 – – 3
Non cash flow:
Amortisation of issue costs – – (12) (12)
Net debt at 30 September 2025 5,471 (18,577) (29,836) (42,942)
Cash and cash
equivalents
£’000
Bank loans and
overdraft
repayable within
one year
£’000
Other debt
repayable after
more than
one year
£’000
Total
£’000
Net debt at 1 October 2023 2,926 (17,818) (29,812) (44,704)
Cash flows 2,238 (1,358) – 880
Exchange movements (3) – – (3)
Non cash flow:
Amortisation of issue costs – – (12) (12)
Net debt at 30 September 2024 5,161 (19,176) (29,824) (43,839)
19 Capital Commitments and Contingent Liabilities
Capital Commitments
There were no capital commitments as at 30 September 2025 (2024: £nil).
Contingent Liabilities
There were no contingent liabilities as at 30 September 2025 (2024: £nil).
20 Transactions with the Manager and Related Parties
Under the terms of an agreement effective from July 2014, the Company has appointed Janus Henderson to provide
investment management, accounting, administrative and company secretarial services. Janus Henderson has contracted
with BNP Paribas to provide accounting and administration services.
The management fee is calculated on a tiered basis at the rate of 0.5% per annum of the first £325m of the average net
chargeable assets with the balance above that charged at a reduced rate of 0.4% per annum for the financial year under
review and are invoiced on a quarterly basis. Further details of the fee arrangements for these services including the
definition of net chargeable assets are given in the Strategic Report on page 23. The total of the management fees paid
orpayable to Janus Henderson under this agreement in respect of the year ended 30 September 2025 was £1,763,000
(2024: £1,735,000). The amount outstanding at 30 September 2025 was £451,000 (2024: £876,000 ).
In addition to the above services, Janus Henderson facilitates marketing activities with third parties which are recharged to
the Company. The total amounts paid to Janus Henderson in respect of marketing for the year ended 30 September 2025
amounted to £185,000 (2024: £137,000).
Details of fees paid to Directors are included in the Directors’ Remuneration Report on page 39 and in note 6 on page64.
21 Post Balance Sheet Event
Subsequent to the year end, the bank loan facility was renewed for a further 12 months and is due to expire on 23 October 2026.
74
Lowland Investment Company plc Annual Report 2025
Additional
Information
75
Securities Financing Transactions
The Company engages in Securities Financing Transactions (as defined in Article 3 of Regulation (EU) 2015, securities financing
transactions include repurchase transactions, securities or commodities lending and securities or commodities borrowing,
buy-sell back transactions or sell-buy back transactions and margin lending transactions). In accordance with Article 13 of the
Regulation, the Company’s involvement in and exposures related to securities lending for the year ended 30 September 2025 are
detailed below.
Global Data
The amount of securities on loan as a proportion of total lendable assets and the Company’s net assets as at 30 September are
disclosed below:
Stock lending 2025
Market value of securities on loan £’000 % of lendable assets % of assets under management
43,193 10.62 11.85
Concentration Data
The ten largest collateral issuers across all the securities financing transactions as at 30 September are disclosed below:
Issuer
2025
Market value
of collateral
received
£’000
US Treasury 6,128
BP 2,131
Apple 1,694
Chubb 1,279
Rolls Royce 1,279
Nasdaq 1,279
Invesco 1,279
Tesla 1,279
Ameriprise Financial 1,279
Meta Platforms 1,279
18,906
The top nine counterparties of each type of securities financing transactions as at 30 September are disclosed below:
Counterparty
2025
Market value
of securities
on loan
£’000
BNP Paribas 12,068
Natixis 10,150
Bank of Nova Scotia 8,325
Barclays 4,792
JP Morgan 3,917
UBS 1,607
Morgan Stanley 1,043
HSBC 745
Citigroup 546
43,193
All counterparties have been included.
76
Lowland Investment Company plc Annual Report 2025
Securities Financing Transactions (continued)
Aggregate Transaction Data
The following table discloses a summary of aggregate transaction data related to the collateral received from securities on loan
as at 30 September:
Stock lending 2025
Counterparty
Counterparty
country of origin Type Quality
Collateral
currency
Settlement
basis Custodian
Market value
of collateral
received
£’000
BNP Paribas France Equity Main Market Listing USD Tri-party HSBC 10,234
Equity Main Market Listing GBP Tri-par ty HSBC 2,558
Natixis France Equity Main Market Listing GBP Tri-par ty HSBC 3,297
Equity Main Market Listing JPY Tri-par ty HSBC 3,224
Equity Main Market Listing EUR Tri-par ty HSBC 3,162
Equity Main Market Listing USD Tri-par ty HSBC 1,076
Bank of Nova Scotia Canada Equity Main Market Listing GBP Tri-par ty HSBC 4,559
Equity Main Market Listing EUR Tri-par ty HSBC 2,647
Equity Main Market Listing CAD Tri-party HSBC 1,618
Barclays United Kingdom Government Debt Investment Grade USD Tri-party HSBC 5,032
Government Debt Investment Grade EUR Tri-par ty HSBC 1
JP Morgan United States Equity Main Market Listing USD Tri-party HSBC 3,737
Equity Main Market Listing EUR Tri-par ty HSBC 415
UBS Switzerland Equity Main Market Listing SGD Tri-par ty HSBC 5
Equity Main Market Listing HKD Tri-par ty HSBC 679
Equity Main Market Listing JPY Tri-par ty HSBC 664
Equity Main Market Listing USD Tri-par ty HSBC 356
Morgan Stanley United States Government Debt Investment Grade USD Tri-part y HSBC 1,096
HSBC Hong Kong Equity Main Market Listing GBP Bilateral HSBC 782
Citigroup United States Equity Main Market Listing JPY Tri-par ty HSBC 580
45,722
Re-use of Collateral
The Company does not engage in any re-use of collateral.
Return and Cost
The return and cost of engaging in securities lending by the Company and the securities lending agent in absolute terms and as
a percentage of overall returns are disclosed below:
Total gross amount of
securitieslending income
Direct and indirect costs and fees
deducted by securities lending
agent
% return of the
securitieslending agent
Net securities lending
incomereceived by the
Company % return of the Company
£78,000 £16,000 20% £62,000 80%
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Lowland Investment Company plc Annual Report 2025
The Company uses the following Alternative Performance Measures (‘APMs’) throughout the Annual Report, financial statements
and notes to the financial statements. The APMs are reconciled to the financial statements through the narrative below. The
Board believes that each of the APMs, which are typically used within the investment trust sector, provide additional useful
information to shareholders to help assess the Company’s performance against its peer group.
Capital Return per Ordinary Share
The capital return per share is the capital profit/(loss) for the year (see Income Statement) divided by the weighted average
number of ordinary shares in issue during the year (see note 9 on page 66).
Discount or Premium
The amount by which the market price per share of an investment trust is either higher (premium) or lower (discount) than the
NAV per share, expressed as a percentage of the NAV per share.
NAV with
debt at fair
value
NAV with
debt at par Share price
(Discount)/
premium to
fair value NAV
(Discount)/
premium to
par value NAV
At 30 September 2025 168.6p 165.8p 150.5p (10.7%) (9.2%)
At 30 September 2024 146.1p 144.2p 127.0p (13.1%) (11.9%)
NAV with Debt at Par and Fair Value
2025
£’000
2024
£’000
Investments held at fair value through profit or loss (see note 11) 406,564 432,617
Current assets (see page 59) 7,516 7,589
Creditors amounts falling due within one year (see note 13) (19,609) (20,749)
Creditors amounts falling due after one year (see note 13) (29,836) (29,824)
NAV with debt at par (A) 364,635 389,633
Less: fair value of senior unsecured notes (see note 14.4) (23,493) (24,672)
Add back: amortised cost of senior unsecured notes 29,836 29,824
NAV with debt at fair value (B) 370,978 394,785
Ordinary shares in issue (see note 15) (C) 219,972,265 270,185,650
NAV per ordinary share with debt at par (see page 59) (A/C x 100) (p) 165.8 144.2
NAV per ordinary share with debt at fair value (B/C x 100) (p) 168.6 146.1
The aggregate NAV is also referred to as Total shareholders’ funds in the Statement of Financial Position. The NAV per ordinary
share is published daily and the year-end NAV can be found on page 59 and further information is available on page 73 in note 17
within the notes to the financial statements.
Gearing/(Net Cash)
Gearing represents the excess amount above shareholders’ funds of total investments, expressed as a percentage of the
shareholders’ funds. If the amount calculated is negative, this is a ‘net cash’ position and there is no gearing.
2025 2024
Investments held at fair value through profit or loss (page 67) (£’000) (A) 406,564 432,617
Net assets (page 59) (£’000) (B) 364,635 389,633
Gearing (C = A/B -1) (%) (C) 11.5 11.0
Alternative PerformanceMeasures
78
Lowland Investment Company plc Annual Report 2025
Alternative PerformanceMeasures (continued)
Ongoing Charge
The ongoing charge ratio has been calculated in accordance with the guidance issued by the AIC as the total investment management
fees and administrative expenses and expressed as a percentage of the average daily net asset values throughout the year.
2025
£’000
2024
£’000
Management fee (note 5) 1,763 1,735
Other administrative expenses (note 6) 893 802
Less: non-recurring expenses (101) (94)
Ongoing charges 2,555 2,443
Average net assets
1
359,728 372,669
Ongoing charge ratio 0.71% 0.66%
1. Calculated using the average daily net asset value
Revenue Return per Ordinary Share
The revenue return per ordinary share is the revenue return for the year (see Income Statement) divided by the weighted average
number of ordinary shares in issue during the year (see note 9 on page 66).
Total Return
The total return on the share price or NAV takes into account both the rise and fall of NAVs/share prices and dividends paid to
shareholders. Each component of the total return needs to be compounded as a geometric return to arrive at the total return.
Any dividends received by a shareholder are assumed to have been reinvested in either additional shares (for share price total
return) or the Company’s assets (for NAV total return). Dividends paid and payable are set out in note 10 on page 66.
2025 2024
NAV per share Share price NAV per share Share price
Opening NAV/Share price per share (pence) 146.1 127.0 131.7 113.0
Closing NAV/Share price per share (pence) 168.6 150.5 146.1 127.0
Change in the year (%) 15.4 18.5 10.9 12.4
Impact of dividends reinvested (%) 4.5 5.0 4.7 5.3
Total return for the year 20.8 24.4 16.3 18.3
Yield
The yield is the annual dividend expressed as a percentage of the year end share price.
30 September
2025
30 September
2024
Annual dividend (pence) (A) 6.625 6.425
Share price (pence) (B) 150.5 127.0
Yield (C = A/B) (%) (C) 4.4 5.1
79
Lowland Investment Company plc Annual Report 2025
Glossary
Alternative Investment Fund Managers
Directive (‘AIFMD’)
The AIFMD classifies certain investment vehicles, including
investment companies, as Alternative Investment Funds (‘AIFs’)
and requires them to appoint an Alternative Investment Fund
Manager (‘AIFM’) and Depositary to manage and oversee the
operations of the investment vehicle. The Board of the
Company retains responsibility for strategy, operations and
compliance and theDirectors retain a fiduciary duty to
shareholders.
Association of Investment Companies (‘AIC’)
The Company is a member of the AIC which is the trade body
for investment companies and represents the industry in
relation to various matters which impact the regulation of such
entities. The Company is a constituent of the UK Equity
Income sector.
Benchmark
An index against which performance is compared. For the
Company this is the FTSE All-Share Index.
Custodian
The Custodian is responsible for ensuring the safe custody of
the Company’s assets and that all transactions in the underlying
holdings are transacted in an accurate and timely manner.
Depositary
As an AIF, the Company is required to appoint a Depositary
which has responsibility for overseeing the operations of the
Company including safekeeping, cash monitoring and
verification of ownership and valuation of the underlying
holdings. The Depositary is strictly liable for the loss of any
investments or other assets in its custody unless ithas notified
that it has discharged its liability in certain markets. The
Depositary has confirmed that it has not discharged liability
inrelation to any of the Company’s assets.
The Depositary has further confirmed that, in all material
respects, the Company has been managed in accordance
with the FCA’s Investment Funds Sourcebook, the Company’s
Articles of Association and as required by the AIFMD.
Derivative
A contract between two or more parties in relation to an
underlying security. The value of a derivative will fluctuate in
accordance with the value of the security and is a form of
gearing as the fluctuations in value are usually greater than
the fluctuations in the underlying security’s value. Examples
of derivatives are put and call options, swapcontracts,
futures and contracts for difference. Foreign exchange,
interest rates and commodities may also be traded
usingderivative contracts. The Company did not use
derivatives intheyear under review.
Dividend Dates
When declared or recommended, each dividend will have
three keydates applied to it. The payment date is the date on
which shareholders will receive their dividend, either by BACS
transfer or by receipt of a dividend cheque. The record date
applied to the dividend is used as a cut-off for the Company’s
Registrar to know which shareholders should be paid a
dividend. Only shareholders on the register of members at the
close of business on the record date will receive the dividend.
The ex-dividend date is the business day before the record
date and is the date upon which the Company’s NAV will be
disclosed ex-dividend.
Initial Public Offering (‘IPO’)
The first time that the stock of a private company is offered
tothepublic.
Investment Trusts
Investment trusts are public limited companies, listed on
theLondon Stock Exchange, which provide shareholders
with a professionally managed portfolio of investments.
Investment trusts are exempt fromtax on the capital gains
arising on their investments subject tomeeting certain
criteria. Income, net of expenses and tax, is substantially
distributed to shareholders. Investment trusts are
alsoknown as investment companies, although the tax
legislation retains the reference to investment trusts.
Liquidity
In the context of the liquidity of shares in the stock market,
this refers to the availability of buyers in the market for the
share in question. Where the market in a particular share
isdescribed as liquid, that share will be in demand and
holders wishing to sell their shares shouldfind ready
buyers. Conversely, where the market in a share isilliquid,
the difficulty of finding a buyer will tend to depress the
price that might be negotiated for a sale.
Market Capitalisation (‘Market Cap’)
The market value of a company, calculated by multiplying the
mid-market price per share by the number of shares in issue.
Ongoing Charge
The ongoing charge reflects those expenses of a type which
are likely to recur in the foreseeable future, whether charged
to revenue or capital, and which relate to the operation of the
Company as a collective fund, excluding the costs of
acquisition or disposal of investments, finance costs and
gains or losses arising on investments. Details of the
calculation of the ongoing charge can be found on page 79.
Retail Price Index
An inflationary indicator that measures the change in the cost
of afixed basket of retail goods.
Lowland Investment Company plc Annual Report 2025
80
General Shareholder Information
AIFMD Disclosures and Remuneration
In accordance with the AIFMD, information in relation to the
Company’s leverage and remuneration of Janus Henderson
Fund Management UK Limited, as the Company’s AIFM are
required to be made available to investors. These disclosures,
including those on the AIFM’s remuneration policy, are
contained inaseparate document called ‘AIFMD Disclosures’
which can be found on the Company’s website.
BACS
Dividends can be paid to shareholders by means of BACS.
The quickest and most secure way to do this is online via
www.investorcentre.com. Alternatively, shareholders can
call 0370 707 1117 or can write to the Registrar (the address
isgiven on page 89) to give their instructions; this must
include the bank account number, sort code, the name on
theaccount and name of the bank, along with their name,
address and Shareholder Reference Number.
Common Reporting Standard (‘CRS’)
Tax legislation requires the Company toprovide personal
information to HMRC on certain investors who purchase
shares in investment trusts. This information isprovided
annually to the local tax authority of the tax residencies of
anumber of non-UK based certificated shareholders and
corporate entities.
Equality Act
This report and other documents issued by the Company are
available from the Corporate Secretary. Ifneeded, copies can
be made available in a variety of formats, including Braille or
larger type as appropriate.
A ‘typetalk’ operator (provided by the Royal National Institute
for Deaf People) is available to support speech and hearing
impaired people to make telephone calls. Please dial 18001
followed by the number you wish to dial.
General Data Protection Regulation (‘GDPR’)
A privacy statement can be found onthe website
www.janushenderson.com.
ISA
The Company intends to continue to manage its affairs in
order to qualify as an eligible investment for a stocks and
shares ISA.
Non-Mainstream Pooled Investment
(‘NMPI’)Status
The Company currently conducts its affairs so that its
ordinary shares of 2.5p each can be recommended by IFAs
to ordinary retail investors in accordance with the FCA Rules
in relation to non-mainstream investment products and
intends to continue to do so. Theshares are excluded from
the FCA’s restrictions which apply to non-mainstream
investment products because they are shares in an
investment trust.
Performance Details/Share Price Information
The Company’s share price and NAV are published daily
andcan be found on the Company’s website at
www.lowlandinvestment.com.
The market price of the Company’s shares is also published
daily in the Financial Times, which shows figures for the
estimated NAV and premium/discount, and in the London
Stock Exchange Daily Official List.
Shareholder Details
Shareholders who hold their shares in certificated form can
check their shareholding with the Registrar, Computershare
Investor Services PLC, via www.investorcentre.co.uk.
Please note that to gain access to your details on the
Computershare site you will need the holder reference
number shown on your share certificate.
Taxonomy Regulation
Regulation (EU) 2020/852 establishes the basis for the EU
taxonomy. This is a classification system, establishing a list of
environmentally sustainable economic activities, to provide
companies, investors and policymakers with definitions for
economic activities which can be considered environmentally
sustainable. The Company confirms that the investments
underlying this financial product do not take into account the
EU criteria for environmentally sustainable economic activities.
Voting at shareholder meetings
If you hold your shares in your own name, you will receive
notices of shareholder meetings with details of how to vote.
Ifyou hold shares via a nominee or platform, please see the
helpful information on the AIC website on how you can vote
your shares: www.theaic.co.uk/how-to-vote-your-shares.
Lowland Investment Company plc Annual Report 2025
81
Notice of Annual
General Meeting
82
Notice is hereby given that the Annual General Meeting of
Lowland Investment Company plc (the ‘Company’) will be held
at 201 Bishopsgate, London EC2M 3AE on Wednesday,
28January 2026 at 12.30pm to consider and, if thought fit,
pass the following resolutions:
Ordinary Resolutions
1 To receive the Annual Report and audited financial
statements for the year ended 30 September 2025.
2 To approve the Directors’ Remuneration Report for the
year ended 30 September 2025.
3 To approve the Directors’ Remuneration Policy.
4 To approve the final dividend of 1.70p per ordinary share.
5 To re-elect Duncan Budge as a Director.
6 To re-elect Susan Gaynor Coley as a Director.
7 To re-elect Mark Lam as a Director.
8 To re-elect Helena Vinnicombe as a Director.
9 To re-elect Thomas Walker as a Director.
10 To re-appoint Ernst & Young LLP as Statutory Auditor to
the Company.
11 To authorise the Directors to determine the Auditor’s
remuneration.
12 THAT, in substitution for all existing authorities, the
Directors be generally and unconditionally authorised
pursuant to Section 551 of the Companies Act 2006 (the
‘Act’) to exercise all the powers of the Company to allot
ordinary shares of 2.5p each in the capital of the Company
(‘ordinary shares’) and to grant rights to subscribe for, or to
convert any security into, ordinary shares up to an
aggregate nominal amount of £549,930 (or such other
amount as shall be equivalent to 10% of the issued share
capital at the date of passing of the resolution, excluding
shares held in treasury) for a period expiring (unless
previously renewed, varied or revoked by the Company in
general meeting) on the earlier of the date falling 15
months after the passing of this resolution and at the
conclusion of the next Annual General Meeting of the
Company, but that the Directors may make an offer or
agreement which would or might require relevant
securities to be allotted or rights to be granted after expiry
of this authority and the Directors may allot relevant
securities in pursuance of that offer or agreement as if the
authority conferred hereby had not expired.
Special Resolutions
13 THAT, in substitution for all existing authorities and subject
to the passing of resolution 12, the Directors be
empowered pursuant to Section 570 and/or Section 573
of the Companies Act 2006 (the ‘Act’) to allot ordinary
shares for cash pursuant to the authority conferred by
resolution 12 and to sell ordinary shares held by the
Company immediately before the sale as treasury shares
for cash as if Section 561(1) of the Act did not apply to any
such allotment or sale, provided that this power shall be
limited to the allotment or sale of ordinary shares:
(a) whether by way of a rights issue, open offer or
otherwise to ordinary members and/or holders of any
other securities in accordance with the rights of those
securities where the equity securities respectively
attributable to the interests of all ordinary members
and/or such holders are proportionate (or as nearly as
may be) to the respective numbers of ordinary shares
and such equity securities held by them (or are
otherwise allotted in accordance with the rights
attaching to such equity securities) subject in either
case to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation
to fractional entitlements or local or practical problems
under the laws of, or the requirements of, any
regulatory body or any stock exchange in any territory
or otherwise howsoever;
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are
resident in the UK, or if not, from another appropriately authorised independent financial adviser in your own jurisdiction.
If you have sold, transferred or otherwise disposed of all your shares in Lowland Investment Company plc (the ‘Company’),
please pass this document, but not any accompanying personalised Form of Proxy, to the purchaser or transferee or to the
bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or
transferee. If you have sold or transferred or otherwise disposed of only part of your holding, you should retain this
document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made
the sale, transfer or disposal.
Notice of Annual General Meeting
Lowland Investment Company plc Annual Report 2025
83
(b) otherwise than pursuant to sub-paragraph (a) above,
up to a maximum aggregate nominal value of £549,930
(or such other amount as shall be equivalent to 10% of
the issued ordinary share capital at the date of passing
of the resolution, excluding shares held in treasury);
and
(c) to the allotment or sale of equity securities at a price
not less than the net asset value per share;
and shall expire on the earlier of the date falling 15 months
after the passing of this resolution and at the conclusion of
the next Annual General Meeting of the Company (unless
previously renewed, varied or revoked, by the Company in
general meeting), save that the Directors may before such
expiry make an offer or agreement which would or might
require ordinary shares to be allotted or sold after such
expiry and the Directors may allot ordinary shares in
pursuance of such an offer or agreement as if the power
conferred hereby had not expired.
14 THAT, in substitution for all existing authorities, the
Company be and is hereby generally and unconditionally
authorised in accordance with Section 701 of the
Companies Act 2006 (the ‘Act’) to make market purchases
(within the meaning of Section 693(4) of the Act) of
ordinary shares of 2.5p each in the capital of the Company
on such terms and in such manner as the Directors may
from time to time determine provided that:
(a) the maximum number of ordinary shares which may be
purchased is 14.99% of the Company’s issued ordinary
share capital at the date of the passing of this resolution,
excluding shares held in treasury (equivalent to
32,973,842 ordinary shares at the date of this Notice);
(b) the maximum price (exclusive of expenses) which may
be paid for an ordinary share shall not exceed the
higher of:
(i) 105% of the average of the middle market
quotations for an ordinary share as taken from the
London Stock Exchange Daily Official List for the
five business days immediately preceding the date
of purchase; and
(ii) the higher of the last independent trade and the
highest current independent bid on the London
Stock Exchange.
(c) the minimum price (exclusive of expenses) which may
be paid for a share shall be the nominal value per
ordinary share;
(d) the authority hereby conferred shall expire on the
earlier of the date falling 15 months after the passing of
this resolution and the conclusion of the next Annual
General Meeting of the Company unless previously
renewed, varied or revoked, by the Company in
general meeting;
(e) the Company may make a contract to purchase
ordinary shares under the authority hereby conferred
which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase
of ordinary shares pursuant to any such contract; and
(f) any ordinary shares so purchased shall be cancelled or,
if the Directors so determine, be held, sold, transferred
or otherwise dealt with as treasury shares in
accordance with the provisions of the Act.
15 THAT a general meeting other than an Annual General
Meeting may be called on not less than 14 clear days’
notice, such authority to expire at the conclusion of
thenext Annual General Meeting.
16 THAT the Board be authorised to convene a general
meeting of the Company via electronic or hybrid means.
By order of the Board
Janus Henderson Secretarial Services UK Limited
Corporate Secretary
8 December 2025
Registered Office:
201 Bishopsgate London EC2M 3AE
Annual General Meeting Venue
Notice of Annual General Meeting (continued)
MOORGATE
BISHOPSGATE
PRIM ROSE ST.
WORSHIP STREET
201 Bishopsgate
London EC2M 3AE
LIVERPOOL
STREET
STATION
APPO LD ST.
SUN STREET
BROADGATE
CIRCLE
FINS BURY PAVE .
EARL ST.
WORSHIP STREET
ROPEM AKER S TREET
LIVERPOOL ST
LONDON WALL
WILSON ST.
BISHOPSGATE
GREAT EASTERN ST.
COMMERCIAL ST.
SHOREDITCH
HOUNDSDITCH
AL DGATE
MIDDLESEX
STREET
CHISWELL STREET
SOUTH PLACE
ELDON ST.
FINSBU RY
CIRCUS
CITY ROAD
FINS BURY SQ.
FINS BURY SQ.
CLIFTON ST.
SPITALFIELDS
MARKET
FOLGATE ST.
NORTON
MIDDLESEX ST.
BRUS HFIE LD STR EET
APPO LD ST.
The 2026 AGM will be held at 201 Bishopsgate,
London EC2M 3AE. It is a few minutes’ walk from
Liverpool Street Station and from Moorgate Station.
Lowland Investment Company plc Annual Report 2025
84
Explanation of the Resolutions
The information set out below is an explanation of the business
to be considered at the 2026 Annual General Meeting (‘AGM’).
Resolutions 1 to 12 are proposed as ordinary resolutions.
This means that for each of those resolutions to be passed,
more than half of the votes cast must be in favour of the
resolution. Resolutions 13 to 16 are proposed as special
resolutions. This means that for each of those resolutions to
be passed, at least three-quarters of the votes cast must be
in favour of the resolution.
Resolution 1: Annual Report and audited financial
statements (ordinary resolution)
The Directors are required to present to the meeting the
Annual Report and audited financial statements, including the
Strategic Report, Report of the Directors, Independent
Auditor’s Report and the Directors’ Remuneration Report in
respect of the financial year ended 30 September 2025.
Shareholders will be given an opportunity at the Meeting to
ask questions on these items. Atthe end of the discussion
members will be invited to receive the Annual Report and
audited financial statements.
Resolutions 2 and 3: Directors’ Remuneration
Report and Remuneration Policy
(ordinary resolutions)
Shareholders are asked to approve the Directors’
Remuneration Report for the year ended 30 September 2025
which is set out on pages 36 to 39 of the Annual Report. The
vote on this resolution is advisory and does not affect the
remuneration payable to any individual Director. However, the
Board will take feedback from shareholders regarding
remuneration and incorporate this into any future
remuneration discussions.
The vote on the Remuneration Policy is binding and the Policy
is put to shareholders every three years in accordance with
legislation.
Resolution 4: Approval of Final Dividend
(ordinary resolution)
A final dividend of 1.70p per ordinary share will, if approved
byshareholders at the AGM, be paid on 30 January 2026
tothose shareholders on the Register of Members on
30December 2025.
Resolutions 5 to 9: Re-election of Directors
(ordinary resolutions)
In accordance with the provisions of the AIC Code and the
Company’s Articles of Association, all Directors will be retiring
at the AGM and offer themselves for re-election. At its meeting
in September 2025, the Nominations and Remuneration
Committee reviewed the performance, contribution and time
commitment of the members of the Board and concluded that
each Director standing for re-election brought extensive,
current and relevant business experience that allows each to
contribute effectively to the leadership of the Company.
The biographies of each Director, including their skills,
experience and qualifications relevant for the success of
theCompany are set out on pages 31 and 32 of the
AnnualReport. All Directors held office throughout the year
under review.
Resolutions 10 and 11: Appointment and
Remuneration of the Auditor (ordinary resolutions)
In accordance with Sections 489 and 492 of the Act,
shareholders are required to approve the appointment of the
Company’s auditor. Ernst & Young LLP have expressed their
willingness to continue as auditor to the Company. Following a
satisfactory performance review, the Board is recommending
their re-appointment in respect of the year ending 30
September 2026 and seeking authority for the Directors to
determine their remuneration.
Resolutions 12 and 13: Authority to Allot Shares
and Disapply Pre-emption Rights (ordinary and
special resolutions respectively)
At the AGM on 28 January 2025, the Directors were granted
authority to allot up to 10% of the issued ordinary share
capital. No shares have been allotted under this authority,
which will expire at the forthcoming AGM.
Resolution 12 will renew the authority to allot shares
andresolution 13 will authorise the Directors to disapply
pre-emption rights when issuing new shares and selling
shares from treasury. The resolutions, if passed, will give the
Directors authority to allot shares or sell shares from treasury,
for cash on a non pre-emptive basis up to an aggregate
nominal amount of £549,930 (or such other amount as shall
be equivalent to 10% of the issued ordinary share capital at
the date of the passing of the resolution excluding treasury
shares). Shares would not be issued or sold at a discount to
net asset value.
The authorities will expire at the earlier of the date falling 15
months after the passing of the resolution and the conclusion
of the next AGM of the Company.
The Directors do not intend to allot or sell shares pursuant to
resolutions 12 and 13 other than to take advantage of
opportunities in the market as they arise and only if they
believe it to be advantageous to the Company’s existing
shareholders to do so and when it would not result in any
dilution of net asset value per share (i.e. shares will only be
issued or sold when there is unfulfilled demand and at a
premium to net asset value).
Notice of Annual General Meeting (continued)
Lowland Investment Company plc Annual Report 2025
85
Resolution 14: Repurchase of the Company’s
Ordinary Shares (special resolution)
On 28 January 2025 the Directors were granted authority
torepurchase 38,583,065 ordinary shares (with a nominal
value of £964,577) for cancellation or to be held in treasury.
37,419,766 shares were bought back under this authority.
TheDirectors’ authority to buy back shares was renewed
ataGeneral Meeting held on 10 September 2025, following
which the Directors had authority to buy back up to
34,137,141shares. No shares have been bought back
underthe renewed authority.
Resolution 14 seeks to renew the Company’s authority to buy
back shares. The authority under this resolution is limited to
the purchase of a maximum of 14.99% of the ordinary shares
in issue, excluding treasury shares, at the date of the passing
of this resolution.
The Company may cancel or hold in treasury any shares
bought back under this authority.
The Company may use the authority to purchase shares by
either a single purchase or a series of purchases when market
conditions allow, with the aim of maximising the benefit to
shareholders. This proposal does not indicate that the
Company will purchase shares at any particular time or price,
nor imply any opinion on the part of the Directors as to the
market or other value of the Company’s shares.
The Directors believe that, from time to time and subject to
market conditions, it will continue to be in shareholders’
interests to have the ability to buy back the Company’s shares
when they are trading at a discount to the underlying net
asset value per share. The authority being sought provides an
additional source of potential demand for the Company’s
shares. Shares would be bought, in line with the Company’s
stated policy, when the Board deems it to offer sufficient value
to shareholders and is demonstrably in shareholders’ best
interests.
This authority will expire at the earlier of the date falling 15
months after the passing of this resolution and the conclusion
of the next AGM and it is the present intention of the Directors
to seek a similar authority annually.
Resolution 15: Notice of General Meetings
(specialresolution)
The Act and the Company’s Articles of Association provide
that all general meetings (other than an AGM) can be
convened on 14 clear days’ notice. However, one of the
requirements of the Shareholder Rights Regulation is that all
general meetings must be held on 21clear days’ notice,
unless shareholders agree to a shorter notice period. The
Board is of the view that it is in the Company’s interest to have
a shorter notice period which complies with the provisions of
the Act and the Company’s Articles of Association allow all
general meetings (other than an AGM) to be called on not less
than 14 clear days’ notice. The passing of resolution 15 would
constitute shareholders’ agreement for the purposes of the
Shareholder Rights Regulation (which requires agreement
annually) and would therefore preserve the Company’s ability
to call general meetings (other than an annual general
meeting) on 14 clear days’ notice. The Board would use this
authority to provide flexibility when merited and would not use
it as a matter of routine. The Board intends to seek a renewal
of such authority at subsequent AGMs.
Resolution 16: The Holding of Virtual or Hybrid
Meetings (special resolution)
During the restrictions imposed by the Covid pandemic, many
companies realised that they did not have sufficient powers in
their articles of association to hold virtual or hybrid meetings
(virtual meetings are those held by electronic means; hybrid
means a combination of the traditional shareholder meeting
with some electronic participation). Atthe AGM in 2021, the
Company put a proposal to shareholders to change the
Articles of Association so that the Company was able to offer
shareholders this flexibility going forward. In order to maintain
high standards of corporate governance and shareholder
engagement, the changes stipulated that the ability to hold
such meetings would be subject to an annual shareholder vote
of approval each year. This resolution seeks such authority.
The Company’s intention is always to hold a physical meeting
when possible, and virtual meetings would only be held when
it is impracticable to hold a physical meeting.
Notice of Annual General Meeting (continued)
Lowland Investment Company plc Annual Report 2025
86
Notice of Annual General Meeting (continued)
Notes to the Notice of Annual General
Meeting
1. Voting Record Date
Only members registered in the Register of Members of the
Company at close of business on 26 January 2026 shall be
entitled to attend, speak and vote at the AGM in respect of the
number of voting rights registered in their name at that time.
Changes to entries on the Register of Members after close
ofbusiness on 26 January 2026 shall be disregarded in
determining the rights of any person to attend and vote at
themeeting.
If the AGM is adjourned then the voting record date will be the
close of business on the day which is two days (excluding
non-working days) before the day of the adjourned meeting or,
if the Company gives notice of the adjourned meeting, at any
time specified in that notice.
2. Rights to Attend and Vote
Members are entitled to attend, speak and vote at the
forthcoming AGM or at any adjournment(s)thereof.
On a vote on a show of hands, each member or proxy has
one vote. On a poll each member has one vote for every one
share held.
In the case of joint holders of a voting right, the vote of the
senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other
joint holders and, for this purpose, seniority shall be
determined by the order in which the names stand in the
Register of Members in respect of the joint holding.
If a proxy is appointed by more than one member and all
suchmembers have instructed the proxy to vote in the same
way, the proxy will only be entitled on a show of hands to
vote‘for’ or ‘against’ as applicable. If a proxy is appointed by
more than one member, but such members have given
different voting instructions, the proxy may on a show of
hands vote both ‘for’ and ‘against’ in order to reflect the
different voting instructions.
On a poll all or any of the voting rights of the member may be
exercised by one or more duly appointed proxies. However,
where a member appoints more than one proxy, Section
285(4) of the Act does not permit the exercise by the proxies
taken together of more extensive voting rights than could be
exercised by the member in person.
Corporate representatives are entitled to attend, speak and
vote on behalf of the corporate member in accordance with
Section 323 of the Act.
3. Right to Appoint Proxies
Pursuant to Section 324 of the Act, a member entitled to
attend, speak and vote at the meeting may appoint more than
one proxy, provided that each proxy is appointed to exercise
the rights attached to different shares held by them. A proxy
need not be a member of the Company.
A Form of Proxy is enclosed. The completion of the Form of
Proxy or any CREST proxy instruction (as described in Note 6)
will not preclude a shareholder from attending and voting in
person at the Meeting.
If the total number of voting rights that the Chair will be able
tovote (taking into account any proxy appointments from
shareholders over which she is given discretion and any voting
rights in respect of her own shares) is such that she will have a
notifiable obligation under the FCA’s Disclosure Guidance and
Transparency Rules (‘DTRs’), the Chair will make the necessary
notifications to the Company and to the FCA. Therefore, any
member holding 3% or more of the voting rights in the
Company who grants the Chair a discretionary proxy in respect
of some or all of those voting rights and so would otherwise
have a notification obligation under the DTRs, need not make a
separate notification to the Company and to the FCA. However,
any member holding 3% or more of the voting rights in the
Company who appoints a person other than the Chair as proxy
will need to ensure that both the member and the proxy comply
with their respective disclosure obligations under the DTRs.
Persons nominated to receive information rights under Section
146 of the Act have been sent this Notice of Meeting and are
hereby informed, in accordance with Section 149(2) of the Act,
that they may have the right under an agreement with the
registered member by whom they are nominated to be
appointed, or to have someone else appointed, as a proxy
forthis meeting. Ifthey have no such right or do not wish to
exercise it, they may have a right under such an agreement
togive instructions to the member as to the exercise of
votingrights.
Nominated persons should contact the registered member by
whom they were nominated in respect of these arrangements.
The statement of rights of shareholders in relation to the
appointment of proxies in this paragraph does not apply to
nominated persons.
If you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must
be lodged by 12.30pm on 26 January 2026 to be considered
valid. Before you can appoint a proxy via this process you will
need to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic
appointment of your proxy.
4. Receipt and Termination of Proxies
A Form of Proxy is enclosed and to be valid must be
lodgedwith the Company’s Registrar before 12.30pm on
26January2026.
Alternatively, shareholders may register the appointment
ofaproxy electronically by logging on to the website,
www.investorcentre.co.uk/eproxy. To appoint a proxy
electronically, you will require the control number for the
Lowland Investment Company plc Annual Report 2025
87
meeting, your shareholder reference number and voting PIN
number, all of which can be found on your proxy form.
Electronic proxy appointments must be received by the
Company’s Registrar before 12.30pm on 26 January 2026.
A member may terminate a proxy’s authority at any time
before the commencement of the meeting. Termination must
be provided in writing and submitted to the Company’s
Registrar.
In accordance with the Company’s Articles of Association, in
determining the time for delivery of proxies, no account shall
be taken of any part of a day that is not a working day.
5. Communication with the Company
Members may not use any electronic address provided either
in the Notice or any related documents (including the Form of
Proxy) to communicate with the Company for any purpose
other than those expressly stated.
6. Electronic Receipt of Proxies
(Shares held in CREST)
To appoint one or more proxies or to give an instruction to a
proxy (whether previously appointed or otherwise via the
CREST system), CREST messages must be received by the
Company’s agent (ID number 3RA50) no later than the
deadline specified in Note 4. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp generated by the CREST system) from which the
issuer’s agent is able to retrieve the message. The Company
may treat as invalid a proxy appointment sent by CREST in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Instructions on how to vote through CREST can be found on
the website www.euroclear.com/CREST.
7. Questions at the AGM
Section 319A of the Act requires the Directors to answer any
question raised at the AGM which relates to the business of
the meeting, although no answer need be given:
(a) if to do so would interfere unduly with the preparation of the
meeting or involve disclosure of confidential information;
(b) if the answer has already been given on the Company’s
website; or
(c) if it is undesirable in the best interests of the Company or the
good order of the meeting that the question be answered.
8. Website
Members satisfying the thresholds in Section 527 of the Act
can require the Company to publish a statement on its
website setting out any matter relating to:
(a) the audit of the Company’s accounts (including the
Auditor’s Report and the conduct of the audit) that are to
be laid before the meeting; or
(b) any circumstances connected with an Auditor of the
Company ceasing to hold office since the last AGM,
thatthe members propose to raise at the meeting.
The Company cannot require the members requesting the
publication to pay its expenses. Any statement placed on the
website must also be sent to the Company’s auditor no later
than the time it makes its statement available on the website.
The business which may be dealt with at the meeting
includes any statement that the Company has been required
to publish on its website.
The Company’s Annual Report, which contains this
Noticeofthe Annual General Meeting, including these
explanatory notes, is included on the Company’s website,
www.lowlandinvestment.com.
9. Documents Available for Inspection
Copies of the Directors’ letters of appointment (no Director
has a contract of service with the Company) may be
inspected at the registered office of the Company during
normal business hours on any day (Saturdays, Sundays and
public holidays excepted) and will be available at the AGM
from 15 minutes prior to the commencement of the Meeting
until its conclusion.
10. Total Voting Rights at Date of Notice
As at 5 December 2025 (being the latest practicable date
prior to the publication of this Notice) the Company had
270,185,650 shares in issue, of which 50,213,385 were held
treasury. Therefore, the total number of voting rights in the
Company as at 5 December 2025 was 219,972,265.
Notice of Annual General Meeting (continued)
Lowland Investment Company plc Annual Report 2025
88
Strategic Report
Key Data 2
Historical Performance 3
Chair’s Statement 4-6
Fund Managers’ Report 7-10
Portfolio Analysis 11-12
Twenty Largest Holdings 13-15
Investment Portfolio 16-18
Environmental, Social
andGovernance Matters 19-21
Business Model 22-24
Promoting the Company’s
Success 25-26
Managing Risks 27-28
Viability Statement 29
Governance
Biographies 31-32
Report of the Directors 33-34
Statement of Directors’
Responsibilities 35
Directors’ Remuneration
Report 36-39
Corporate Governance
Statement 40-46
Report of the Audit and
Risk Committee 47-49
Independent Auditor’s Report 50-55
Financial Statements
Income Statement 57
Statement of Changes in Equity 58
Statement of Financial Position 59
Statement of Cash Flows 60
Notes to the Financial
Statements 61-74
Additional Information
Securities Financing
Transactions 76-77
Alternative Performance
Measures 78-79
Glossary 80
General Shareholder
Information 81
Notice of Annual General
Meeting
Notice of Annual General
Meeting 83-88
Corporate Information 89
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Lowland to your inbox
Final dividend (2025 financial year) 30 January 2026
First interim dividend 30 April 2026
Second interim dividend 31 July 2026
Third interim dividend 30 October 2026
Final dividend (2026 financial year) 29 January 2027
Half year results Published June
Full year results Published December
Annual General Meeting 28 January 2026
Lowland key dates Corporate Information
Registered Office
201 Bishopsgate
London EC2M 3AE
Service Providers
Alternative Investment Fund Manager
Janus Henderson Fund Management UK Limited
201 Bishopsgate
London EC2M 3AE
Corporate Secretary
Janus Henderson Secretarial Services UK Limited
201 Bishopsgate
London EC2M 3AE
Telephone: 020 7818 1818
Email: ITSecretariat@janushenderson.com
Depositary and Custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Corporate Broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 1117
Email: WebCorres@computershare.co.uk
Investors with share certificates (i.e. not those with
ashareplan or ISA) can check their holding at
www.investorcentre.co.uk.
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
Information Sources
For more information about Lowland Investment Company
plc, visit the website at www.lowlandinvestment.com.
Thisincludes factsheets, interviews, current information on
the Company and up-to-date share price and net asset
valuedetails.
To sign up for expert insights about investment trusts,
updates from our Fund Managers as well as AGMs and
TrustTV episodes please visit this page:
www.janushenderson.com/en-gb/investor/subscriptions
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Investing
Shares can be purchased in the market via a stockbroker or
through share dealing platforms. They can also be held through
share plans, ISAs or pensions and links to various providers are
included on the website.
Potential investors are reminded that the value of investments
and the income from them may go down as well as up and
investors may not get back the full amount invested.
Taxbenefits may vary as a result of statutory changes and
their value will depend on individual circumstances.
Warning to Shareholders
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning
investment matters. These are typically from overseas based ‘brokers’ who target UK shareholders offering to sell them
what often turn out tobe worthless or high risk shares in US or UK investments. They can be very persistent and extremely
persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount
or offers of free company reports.
Please note that it is very unlikely that either the Company or the Company’s Registrar, Computershare Investor Services
PLC, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official
documentation already circulated to shareholders and never in respect of investment ‘advice’.
If you are in any doubt about the veracity of an unsolicited phone call,please call the Corporate Secretary at the number
provided above.
Lowland Investment Company plc Annual Report 2025
89
Annual Report 2025
Lowland Investment Company plc – Annual Report 2025 JHI9222/2025
Lowland
Investment
Company plc
Lowland Investment Company plc
Registered as an investment company in England and Wales with registration number 670489
Registered office: 201 Bishopsgate, London EC2M 3AE
SEDOL/ISIN number: BNXGHS2/GB00BNXGHS27
London Stock Exchange (TDIM) Code: LWI
Global Intermediary Identification Number (GIIN): 2KBHLK.99999.SL826
Legal Entity Identifier (LEI): 2138008RHG5363FEHV19
Telephone: +44 (0) 20 7818 1818
Email: ITSecretariat@janushenderson.com
www.lowlandinvestment.com
Designed and typeset by 2112 Communications, London. Printed by Paragon Leycol. JHI9222/2025
This report is printed on Revive 100 Silk manufactured from FSC
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Recycled certified fibre
derived from 100% pre and post-consumer waste at a mill certified with ISO 14001
environmental management standard.
The pulp used in this product is bleached usingan Elemental Chlorine Free process.
This product is made of material from well-managed FSC
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materials, and other controlled sources.
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