Annual Report
31 March
2026
Hansa Investment Company Limited Annual Report 31 March 2026
ii
We are globally diversified, multi-asset class investors who seek
to identify compelling investment opportunities in long funds,
hedge funds, diversifying funds, direct global equities and private
assets. We operate without being constrained by benchmarks,
but instead seek to conservatively grow capital over time through
investing in a blend of best-in-class public and private equities,
balanced by more defensive all-weather investments.
Long-term, not short-term
In an investment world that is increasingly short-term in nature
and momentum driven, we seek to invest for the longer-term,
playing to our multi-generational roots.
Access to the world’s elite, best-in-class managers
Our long-term outlook, combined with our desire to form lasting
multi-year relationships, makes us an attractive partner to many
of the world’s elite funds, many of which are unavailable to large
institutions and retail investors.
Dare to be different
Rather than seeking to replicate indices we look to identify those
areas of the market which offer attractive upside, with careful
consideration of risks that may incur a permanent impairment
of capital, even if this means being unconventional. Importantly,
we are nimble and act quickly when needed, priding ourselves on
being flexible and independently minded.
Operating outside the bureaucracies of a large institution
By virtue of being a smaller, dedicated fund management group
with significant internal investment, we share an alignment of
interest and, importantly, are not driven by asset gathering for the
sake of profit maximisation.
To see more: www.hansaicl.com
Hansa Investment Company Limited
Registered in Bermuda company number: 54752
OVERVIEW
Contents
Overview
ii The power of investing differently.
2 Financial summary
3 Chairman’s report
8 Long-term performance
Investment Manager’s Review
10 Investment Manager’s report
29 Private assets exposure: current positioning
30 The portfolio
Strategic Review
34 Investment objective, strategy and performance
37 Shareholder profile
39 Stakeholder engagement
43 Principal risks
Governance
46 The Board of Directors
48 Organisation and objectives
53 Corporate Governance Report
55 Management Engagement Committee Report
56 Directors’ Remuneration Report
60 Nomination Committee Report
61 Report of the Directors
63 Audit Committee Report
Financial Statements
66 Independent auditor’s report
72 Income Statement
73 Balance Sheet
74 Statement of Changes in Equity
75 Cash Flow Statement
76 Notes to the Financial Statements
Additional Information
94 Notice of the Annual General Meeting
97 Investor information
99 Glossary of terms
1
Hansa Investment Company Limited Annual Report 31 March 2026
Financial summary
As at 31 March 2026
‘A’ NON-VOTING ORDINARY SHARES
Share price
267.0p
Discount
46.2%
ORDINARY SHARES
Share price
268.0p
Discount
46.0%
COMPANY
Net Asset Value (NAV) per share
496.0p
Total net assets
£979.6m
Ten year total return cumulative performance (%)
NAV Cum Income TR Ordinary Share price TR ‘A’ non-voting Ordinary Share price TR
180
-20
0
Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16 Mar 24 Mar 25 Mar 26
20
40
60
80
100
120
140
160
Geographic exposure (%) Sector exposure (%)
Information Technology 19.7%
Cash/Liquidity Funds 19.7%
Financials 11.8%
Industrials 10.9%
Health Care 8.2%
Diversified 7. 8 %
Consumer Discretionary 5.4%
Communications Services 4.8%
Materials 4.4%
Energy 2.8%
Consumer Staples 2.2%
Real Estate 1.5%
Utilities 0.8%
North America 43.9%
Cash/Liquidity Funds 19.7%
Developed Europe ex UK 9.5%
Asia Pacific ex Japan 8.7%
Diversified 7. 8 %
UK 4.1%
Japan 3.7%
Middle East & Africa 1.3%
Latin America 0.7%
Emerging Europe 0.6%
2
OVERVIEW
Chairman’s report
Jonathan Davie
Chairman
Dear Shareholder
Introduction
I should like to welcome all our shareholders
to the enlarged Hansa Investment Company
Limited (HICL, “the Company”) after
the successful combination of HICL and
Ocean Wilsons Holdings Limited (OWHL,
“Ocean Wilsons”).
I believe that a combination of cost
reductions and share buybacks will enhance
shareholder returns over the longer term.
A busy year
As you will surmise, and as I have
mentioned in my two recent reports to
shareholders, the Company had been
engaged in discussions with Ocean Wilsons
throughout 2025 to discuss the merits of
the combining of the two companies. This
ultimately led to a proposed combination
of the two entities being presented to the
shareholders of both companies in August
2025. I am pleased to say the proposals
received significant shareholder support,
with the transaction finally completing
on 10 December 2025. Full details of the
transaction can be found on our Company’s
website and I will raise key elements of the
transaction throughout this Annual Report.
Shareholder returns
As a result of the combination and pleasing
investment returns, HICL has increased
Net Asset Value by nearly 30% from 384.2p
per share at 31 March 2025 to 496.0p per
share at 31 March 2026. This has coincided
with an increase in the share price from
235.0p to 268.0p for the Ordinary shares and
from 217.0p to 267.0p for the ‘A’ Ordinary
shares over the same period. In addition,
HICL shareholders also received a 0.8p per
share dividend in June 2025 which was the
fourth interim dividend for the year to 31
March 2025.
There has been an increase in the discount
from 38.8% to 46.0% for the Ordinary shares
and from 43.5% to 46.2% for the ‘A’ Ordinary
shares as at 31 March 2026, despite the
portfolio being predominantly comprised
of highly liquid assets. However, at the time
of signing of the Annual Report, the share
prices have increased to 327.0p and 321.0p
and the discounts have reduced to 39.9%
and 41.0% respectively.
More details about our results and longer-
term performance can be found on page
2 as well as our Investment Manager’s
detailed review of markets, portfolio
performance and investment outlook on
page 9.
Strategy
The Company’s Investment Manager and,
in particular, Alec Letchfield and his team
at Hansa Capital Partners LLP (HCP, “the
Investment Advisor”), supported by the
Board have continued with their strategy
of diversification, both as to geographic
spread and investment styles, with a strong
emphasis on retaining top class investment
managers whilst seeking new opportunities.
The Board and the Investment Advisor
agreed a strategy as to the timing and
categories of investments to be added
resulting from the £331.8m received
from Ocean Wilsons at the time of the
combination. Approximately £19.8m of the
proceeds have been utilised for buying in
the Company’s shares during the financial
year. Further details are contained in the
Investment Manager’s report.
Investment Policy
Following the combination, Ocean Wilsons
is now a 100% owned subsidiary of the
Company with its net assets now managed
as part of the Company’s wider portfolio.
Therefore, following the conclusion of the
combination, the Company’s Investment
Policy has been updated to remove
references to Ocean Wilsons. The Board
considered such amendments to be
non-material and an implicit result of the
transaction. The details of the investment
policy can be found on page 34.
Capital allocation, share buyback
and dividend policies
As set out in the combination documents,
the Board intended to pursue an annual
capital allocation share buyback of between
2% and 4% per annum. In the period
between the completion of the combination
on 10 December 2025 and 31 March 2026,
HICL bought back and cancelled 910,850
Ordinary shares and 6,365,000 ‘A’ Ordinary
shares for a total cost of £19.8m, which
represents 3.6% of the shares in issue
immediately post the combination. This
represents 5.3% of the ‘free-float’ if you
exclude the long-term shareholdings of the
wider Salomon family. The total number
of shares in issue at 31 March 2026 were
67,353,610 Ordinary shares and 130,163,920
‘A’ Ordinary shares. Since our year end we
have continued to deliver on the buy-back
plan and have bought and cancelled an
additional 2,187,500 of ‘A’ Ordinary shares
for a cost of £6.7m.
On the matter of the dividend, the Board,
as set out in the combination documents,
would only pay a dividend to the extent
required to ensure HICL is not treated
as a non-mainstream pooled investment
vehicle (NMPI). During 2025, and prior to
the completion of the combination, HICL
3
Hansa Investment Company Limited Annual Report 31 March 2026
The Company’s
Ordinary shares entered
the FTSE 250 with effect
from 22 June 2026,
reflecting the growth in
the Company’s market
capitalisation following
the combination with
Ocean Wilsons.
received increased dividends, mainly from
Ocean Wilsons created by the Wilson
Sons’ sale terms. The sale, which ultimately
led to the combination of HICL and
Ocean Wilsons, was subject to required
regulatory approval from several Brazilian
government authorities. The terms of the
sale necessitated a flexible timetable for
the granting of these regulatory approvals.
During that time, operational profits of
Wilson Sons would belong to its original
shareholders, resulting in Ocean Wilsons
receiving several additional substantial
dividends which it, in turn, distributed to
its shareholders (dividends received for
the year to 31 March 2026: £12.6m. 2025:
£6.3m). The outcome was that, during the
financial year, HICL received more dividend
income than it incurred in the £4.2m total
of professional fees and other related costs
of the combination with Ocean Wilsons. In
order to be not treated as a NMPI vehicle,
it is necessary for HICL to pay 2p per share
by way of an interim dividend which will be
announced at the time of these results.
The Board will continue to review
our dividend and capital allocation
policies annually.
FTSE 250 promotion
The Company’s Ordinary shares entered
the FTSE 250 with effect from 22 June 2026,
reflecting the growth in the Company’s
market capitalisation following the
combination with Ocean Wilsons, which
currently stands in excess of £600m. This is
a positive development, raising the profile
of the Company with the potential to
enhance the liquidity in the shares. For the
sake of clarity, only the Ordinary shares are
part of the index; it does not include the
Company’s ‘A’ non-voting Ordinary shares.
Marketing
Following the combination with
Ocean Wilsons we have engaged in a
comprehensive marketing campaign. With
the help of Kepler Partners, we are seeking
to highlight the significant progress we have
made in both simplifying the investment
offering and the compelling investment
story that we have to tell. This is a long-
term journey, but through a combination
of written communication and speaking
to our shareholder base, both existing and
new, we hope to highlight the attractiveness
of our investment offering.
Cost/benefits of the transaction
The combination of the Company with
Ocean Wilsons is predicted to deliver many
benefits for shareholders resulting from
the scale and liquidity of the new, much
larger, portfolio and the simplification
of its investment group structure. As a
result of the consolidation, the Board
renegotiated a new management fee
structure incorporating a stepped fee based
on Assets Under Management (AUM),
as well as removing the performance fee
mechanism that was part of the Ocean
Wilsons legacy investment management
agreement. The result is that, whilst
assets under management have increased
by approximately 50%, investment
management fees have only increased by
around 10%.
The most recent annualised combined
costs for Ocean Wilsons and HICL
prior to the combination, and excluding
Management fees and combination costs,
were approximately £5m. The budget for
the year to 31 March 2027 is £2.7m. The net
annualised saving predicted is £2.3m.
FATCA/CRS
Readers of many of my previous statements
will recognise this topic but I am conscious
that our Company has a significant number
of new shareholders as a result of our
combination. As a Bermudan incorporated
Investment Company, HICL is required
to comply with Bermuda’s specific laws
relating to FATCA and CRS annual filings.
For the Company to be compliant with
these rules, it must have a record of the
tax residency for each direct certificated
shareholder verified by the individual
shareholder themselves. In a continuing
effort to comply with these regulations,
the Company continues to use its powers
within its Amended and Restated Byelaws
to require shareholders to supply it with the
relevant information. Accordingly, notices
continue to be served to shareholders who
are missing self-certification data. For
former shareholders of Ocean Wilsons, this
may well be the first time you have received
such a notice. If you have received such
notification, it is imperative you contact the
Company’s Registrar without delay. Please
note that this only affects shareholders in
our Company who hold their shares directly
in their own names. If your shares are held
through a nominee, then it is their details
that appear in the FATCA & CRS filings.
4
OVERVIEW
The Hanseatic Group has continued to be a
signatory to the UN PRI, the UN-supported
initiative which aims to promote ESG factors
within investment decision-making.
Asset reunification
As a result of our work with the FATCA
and CRS compliance project, it became
apparent that a number of shareholders
had lost contact with the Company.
This was, in part, due to the age of the
Company’s register with the original UK
limited company having been formed in
1912. The Asset Reunification project was
started to re-establish contact, if possible,
with shareholders or their heirs. For those
who could not be found, the project
enabled the Company to return those
dormant shareholdings to the market.
It also returned the net sale proceeds to
the Company and, importantly, improved
compliance with FATCA/CRS legislation
benefiting the existing shareholders. The
asset reunification research work was
carried out by Georgeson, a member of the
Computershare group.
To date, following Georgeson’s work,
14 shareholders owning 328,528 shares
across both share classes have been
reunited with their shareholdings
along with any unclaimed dividends.
Georgeson also advised the Board of
a number of shareholders it has been
unable to trace. The Board had considered
those untraceable shareholders for
their eligibility to the Company’s share
forfeiture process, which sells the shares
of untraceable shareholders, returning
the net sales proceeds to the Company.
The Company’s Bye-Laws specify how the
process works. For a shareholding to be
eligible for forfeiture, there are two key
tests to consider during the period of the
past six years. Either, that the shareholder
has not claimed a dividend during the six-
year period, despite at least three having
become payable. Or, that the shareholder
has been uncontactable for at least two
calendar years, including the most recent
two years of the six-year period.
For former Ocean Wilsons shareholders,
who have joined the register as a result of
the combination, HICL has ‘inherited’ the
history of those shareholders including
those with whom Ocean Wilsons had
lost contact in the years leading up to
the combination. As a result, Georgeson
is now actively reaching out to those
shareholders, in addition to the few
‘original’ HICL shareholders, who remain
uncontactable but, for whom, avenues of
investigation remain. The Board would
far rather that Georgeson is successful
in its work, reuniting shareholders with
their shareholdings, but this need also
must be balanced with the Company’s
responsibilities under the FATCA &
CRS legislations.
In accordance with the Company’s
Bye-Laws 425,270 shares owned by
uncontactable shareholders have been sold
in the market. Together with any unclaimed
dividends, this has returned circa £1.1m to
the Company.
If you have received such a notice, it is
imperative you contact Georgeson or the
Company’s Registrar ahead of the deadline.
As with the FATCA & CRS filings project,
this only directly affects shareholders who
hold shares in our Company directly in their
own name. Unfortunately, we cannot carry
out a similar exercise for shareholders that
hold our shares through platforms and we
must trust that the platforms themselves
have similar processes to re-establish
contact with inactive accounts.
ESG matters
The Board remains responsible for the
Company’s ESG policies and we continue
to adopt our Investment Manager’s
Responsible Investing Policy. The Manager
revised its policy most recently in May 2024
to reflect advancements in ESG principles
and to ensure the policy aligns with
evolving standards and best practice within
the industry.
The Hanseatic Group has continued to be a
signatory to the UN PRI, the UN-supported
initiative which aims to promote ESG
factors within investment decision-making.
Following a third application during the
summer of 2025, I am pleased to report that
the Manager again received very favourable
feedback from the UN PRI on its policies.
I am also pleased to report that HICL
has renewed its partnership with the
Blue Marine Foundation, making
another annual donation to support
their marine conservation efforts which
focus on securing Marine Protected
Areas, tackling overfishing and restoring
vulnerable and threatened habitats.
More information on their projects and
impact can be found on Blue Marine’s own
website: www.bluemarinefoundation.com.
Key Performance Indicators
(KPIs)
The Board has recently reviewed and
implemented some changes to its Key
Performance Indicators (KPIs) with those
changes becoming effective from 1 April
2026. This reflects the desire to ensure that
the KPIs remain relevant to the way the
portfolio is invested and should be seen as
an evolution of the current KPIs to reflect
the increasingly global nature in which the
Company’s assets are managed.
As a reminder, the Board does not believe
in a single, all encompassing, benchmark.
Such benchmarks often create short-
termism and a gravitational effect as the
Investment Manager trends towards the
composition of the benchmark. Instead, the
Board seeks to measure the performance of
the Company’s portfolio against a handful
of carefully selected KPIs to assess whether
the Investment Manager is meeting its role
as long-term multi-asset class investor.
Details of the KPIs can be found on
page 35.
Board Composition
As a result of our combination with
Ocean Wilsons, the HICL Board invited
Christopher Townsend and Andrey
Berzins to join the Board as non-executive
directors. I was very pleased that they both
accepted the invitation. Christopher is a
significant HICL shareholder with shares
held directly and through a family holding
company as detailed in the Shareholder
Profile section on page 37. Christopher
joins as a non-independent director due
to his involvement with the Company’s
5
Hansa Investment Company Limited Annual Report 31 March 2026
Investment Manager. Andrey Berzins
served on the Board of Ocean Wilsons for
approximately 12 years, acting as Ocean
Wilsons’ senior independent director
and chair of its audit and risk committee
during his time on their board. Christopher
and Andrey bring a wealth of additional
experience and perspective to the Board.
Full biographies for both are included on
pages 46 and 47.
As a consequence of the new arrivals,
the Chairmanship of some of the Board
Committees has changed. Simona
Heidempergher will continue in her role as
Chairman of the Nominations Committee.
Richard Lightowler will continue in his
role as Chairman of the Audit Committee.
Pedro Gonçalves becomes the Chairman of
the Remuneration Committee and Andrey
Berzins becomes the Chairman of the
Management and Engagement Committee.
Full reports from these Committees can be
found later in this Annual Report.
As HICL is now a larger company following
the combination, Simona Heidempergher
has been appointed our new Senior
Independent Director.
Shareholder event
It is our intention to hold our third annual
shareholder event in London on Tuesday
13 October 2026. Details will be announced
nearer the time.
Annual General Meeting (AGM)
The Company’s AGM will be held on
Wednesday 5 August 2026 in Bermuda.
You will find the Notice of the AGM and
associated notes starting on page 94 of
this Annual Report.
The past year has been one of the most
important for the Company since its
creation. The successful outcome of our
combination with Ocean Wilsons has
created value for all shareholders and we
look forward to the future with increased
confidence and clarity. We now have
a company that has a Net Asset Value
exceeding £1bn and with a portfolio of
investments that many investors could not
access themselves. This outcome could not
have happened without the wisdom and
efforts of both the HICL and Ocean Wilsons
Boards and their respective advisers. I
should like to express my gratitude to all
of them for their hard work and energy
over quite a long period of time. Last
and by no means least, to thank you, our
shareholders for your support, patience
and encouragement to create the company
that we have today. None of this could have
happened without your support.
Jonathan Davie
Chairman
7 July 2026
Register for updates
To receive the latest news and views on the Company,
please register at www.hansaicl.com
The past year has
been one of the
most important for
the Company since
its creation. The
successful outcome
of our combination
with Ocean Wilsons
has created value for
all shareholders and
we look forward to the
future with increased
confidence and clarity.
6
OVERVIEW
7
Hansa Investment Company Limited Annual Report 31 March 2026
Long-term performance
Ten-year company performance statistics
As at 31 March
Shareholders’
funds
Net Asset Value
per share –
Ordinary and
‘A’ Ordinary
Annual
dividends Ordinary ‘A’ Ordinary Ordinary ‘A’ Ordinary
2026
£979.6m 496.0p 2.0p 268.0p 267.0p 46.0% 46.2%
2025
£461.1m 384.2p 3.2p 235.0p 217.0p 38.8% 43.5%
2024
£454.6m 378.8p 3.2p 210.0p 204.0p 44.6% 46.1%
2023
£367.0m 305.8p 3.2p 174.0p 170.5p 43.1% 44.2%
2022
£382.9m 319.1p 3.2p 198.5p 193.0p 37.8% 39.5%
2021
£367.9m 306.6p 3.2p 198.0p 198.5p 35.4% 35.3%
2020
£276.3m 230.2p 3.2p 130.9p 135.5p 43.1% 41.2%
2019
£337.3m 281.1p 3.2p 195.5p 195.0p 30.5% 30.6%
2018
£323.1m 269.3p 3.2p 198.5p 195.5p 26.3% 27.4%
2017
£307.5m 256.3p 3.2p 173.3p 169.6p 32.4% 33.8%
The table includes information relating to HICL and historic information relating to Hansa Trust. The years ended 2020–2026 notes
HICL information. The historic year ends 2017–2019 all relate to Hansa Trust. So that data is consistent and comparable, the historic
data in columns “Net Asset Value per share”, “Annual dividends” and “Share price (mid)” have been restated to reflect that, as part of the
redomicile of the business of Hansa Trust to HICL in August 2019, HICL issued five times as many shares in each share class of HICL as
there were in Hansa Trust.
Further, on 10 December 2025, the Company combined with Ocean Wilsons under a Scheme of Arrangement (“the Scheme”). The
Scheme transferred the issued share capital of Ocean Wilsons to HICL with new HICL shares being issued to the former Ocean Wilsons
shareholders in a defined exchange ratio of 1.4925 to reflect the fair asset value of Ocean Wilsons compared to HICL at the effective date.
HICL shares were issued in the ratio 1/3 Ordinary to 2/3 ‘A’ Ordinary. Thus, the performance statistics for the year end 31 March 2026
reflect the transaction and account for the significant uplift in shareholders’ funds when compared to the prior year.
The Company’s KPIs can be found further on in the Report.
To 31 March 2026 1 year 3 years 5 years 10 years
Total Return (%)
Ordinary shares 14.5% 59.5% 44.7% 115.4%
‘A’ non-voting Ordinary shares 23.5% 62.3% 44.0% 116.4%
NAV per share 29.4% 65.5% 68.5% 158.6%
Share price (mid) Discount/(Premium)
8
Investment
Manager’s
Review
9
The folly of market timing
Investment Manager’s report
10
Hansa Investment Company Limited Annual Report 31 March 2026
Executive Summary
In a year which has been characterised by a rollercoaster ride in sentiment, the end outcome was one that is
very positive for those investors who blocked out the noise, held their noses and stayed in equity markets.
Despite the initial euphoria post his election, Trump 2.0 appeared to be a different beast to his first
incarnation with a more ideological streak that was intent on taking revenge on any country or person that
he perceived had slighted the US. This ramping up of rhetoric culminated in ‘Liberation Day’ in early April
2025 when Trump announced sweeping tariffs across the globe that were both broader and larger than the
market anticipated.
However, markets subsequently set off on what has been quite an
extraordinary run driven by the boom in AI and the Magnificent
7 (M7), while the Trump Always Chickens Out (TACO) mantra
continued to hold, with most tariffs negotiated down to more
manageable levels (or was this possibly the aim all along?).
Geopolitics has been a feature throughout the year with conflicts
raging in Ukraine, the Middle East and other parts of Africa and
Asia, with Venezuela and Iran the most recent places to join this
ignominious list. Despite this, and Trump’s penchant for policy by
social media, markets remained remarkably resilient for most of
the year, before declining in the last month on fears of the Iranian
conflict persisting and causing a wider impact on inflation and
global trade.
So what does all this mean for the coming year? Clearly there are
risks and the conflict with Iran led to a worrying spike in energy
prices. Should the conflict drag on, and energy prices remain
elevated the impact will be larger, albeit at the moment they are
manageable for most countries, and markets have been buoyed
by signs of negotiations taking place with Iran. We had started
to diversify our portfolio away from the US, our traditional happy
hunting ground, to Japan and the emerging markets with some
success but recent events have given us pause for thought.
AI and the M7 are the elephants in the room with valuations that
are undoubtedly high in many cases, but they have been high for
a long time and divesting from them purely on this basis would
have been incredibly harmful to performance. It is important to
note that the M7’s earnings have been exceptional and they are, in
our opinion, extraordinary companies. Perhaps a bigger concern
is whether they will generate a return on invested capital in AI but
that is something only time will tell. We are conscious that an AI
bubble may be inflating, but we are inclined to think that we are
still on the journey.
Whilst the Iranian conflict has lasted longer than many thought
it would, it appears we are near a resolution albeit a fragile one at
this stage. Nonetheless, we see the situation being resolved and, for
this reason, we remain pro-markets and, if anything, are inclined
to lean in when opportunities arise. We are clear-eyed on possible
alternative scenarios, however, and remain ready to change course
if necessary. We advocate the benefits of portfolio diversification,
including by country, style and asset class. Japan, emerging markets
and Asia are now looking more attractive and we note that outside
the US value outperformed growth this year. In our diversifying
portfolio we have shifted more towards the carry trade and fixed
income as real returns have become more attractive. Overall, we
recognise that returns in the coming years are unlikely to be as high
as we have seen in the last three years, with higher volatility and a
meaningful pullback possible, but we will continue to utilise our
key strengths - our time horizon, our multi-asset nature and our
great managers.
11
INVESTMENT MANAGER’S REVIEW
85
90
95
100
105
110
115
120
125
Mar 25 Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25 Jan 26 Feb 26
Mar 26
Indexed GBP Performance
MSCI World Index
Liberation Day
Trump posts "THIS IS A
GREAT TIME TO BUY!!!DJT"
House Passage of OBBBA
Tricolor files for Chapter 7 bankruptcy
First Brands files for
Chapter 11 bankruptcy
Trump signs OBBBA into law
Fed cuts rates by 25 bps
US Government
shutdown begins
US Government shutdown ends but fading
rate cut expectations and concerns over AI
valuations temper sentiment
Fed cuts rates by 25 bps
Fed cuts rates by 25 bps
The market was down almost 10%
year-to-date after Liberation Day
Supreme Court rules against
Trump tariffs & Citrini Research
report on AI threat to SaaS
US and Israel strike Iran
Brent crude goes
above $100
Chart 1: The story of the last 12 months – a year characterised by twists and turns
Source: Bloomberg
The year in review
The past financial year, characterised by
twists and turns, was one in which losing
money was, unfortunately, at times all too
easy. Despite the positive market reaction
to his re-election, Trump stunned the world
with his ‘Liberation Day’ in early April,
both with the size and breadth of his tariff
programme. Few escaped his aim and, most
worryingly, Trump seemed to have found
conviction with an apparent acceptance
that recession and volatility were prices
worth paying to achieve his aim of resetting
the world order which he perceived had
taken advantage of the US.
Trump’s actions coincided with a setback in
the other major pillar holding up markets,
Artificial Intelligence. The AI investment
case has been built on three key tenets:
(i) a scale of market which is unprecedented
versus prior technologies; (ii) the winner
takes all; and (iii) a fly-wheel effect whereby
the larger you become, the harder it is for
new entrants to enter the market. The threat
from Chinese AI groups, such as DeepSeek,
which had earlier claimed to have developed
an AI model that was both much cheaper to
develop and delivered comparable results to
those generated by the M7 Large Language
Models, was a lightning strike to previously
held wisdom on AI.
The combination of a feared recession
caused by a possible trade war, an attack
on the fundamentals of the M7, which
accounted for about 35% of the US stock
market, and generally high valuations,
especially within the M7, shook the market
and saw it lurch down.
For investors, this period represented
a critical moment in the year. As is the
norm, events such as these provide fuel to
the bears who trumpet their arguments
and scare investors out of markets.
Journalists, who recognise that bad news
sells newspapers, market commentators,
who need to say something to justify their
existence and the perennial bears lurch
into action and amplify the worst-case
scenarios. Invariably the arguments are
based on genuine points but unfortunately
nine times out of ten incorrectly encourage
investors out of markets and, worse, often
Alec Letchfield
Investment Manager
12
Hansa Investment Company Limited Annual Report 31 March 2026
The bears came out in force calling the market down. They were proved wrong, again.
Source: Bloomberg, Financial Times
Combining these
guiding principles
with our long-term
investment horizon
makes us firmly of
the view that now is
not the time to sell.
Will Donald Trump’s
‘liberation day’ tariffs
drag the US into
recession?
Bank of England warns
of possible ‘further sharp
correction’ in markets
after tariff turmoil
Dimon Says
Recession Remains
a Possibility on
Tariff Fallout
result in them being whipsawed as they sell
low and then buy high. This again proved to
be the case in 2025.
Whilst we understand the arguments
being made, we believe they ignored some
key points. First, Trump’s previous term
provided an insight into his game plan.
Namely, go in hard, make lots of noise,
but then back down to secure a deal and
to avoid a crash in stock markets and a
recession. Second, the US economy, the
heart of global stock markets, was in
decent shape. Hence, we simply did not
see the recession risks that many saw and,
combined with our natural inclination to
remain fully invested, believed that the best
course of action was to sit tight, ride out the
volatility and not panic out of markets as
many did.
Going into 2026, geopolitical risks were
top of our mind, even though for several
decades they were an area that had not
given investors much cause for concern.
However, Trump’s election heralded a less
conventional and highly unpredictable
leader of the world’s most powerful
nation (as highlighted by the tariffs issue),
while the rise of China, India and other
nations made for a much more complex
geopolitical backdrop.
The unpredictability of this new world
order came to a head at the end of February
when the US and Israel launched an attack
on Iran. Whilst skirmishes in the Middle
East are not new, the latest development
is notable on two fronts. Firstly, the attack
was more than just the conventional
mutual bombing of respective military
bases and instead was a determined effort
to achieve regime change in Iran. Initially
this looked to have been a success with the
death of the Supreme Leader Ali Khamenei.
Secondly, was the response by the Iranians
who proceeded to take the unusual step
of targeting the broader region’s energy
supplies, dragging them into a war which
they had hoped to avoid, and by effectively
closing the Strait of Hormuz through which
a large proportion of the world’s energy
supply is transported.
Our framework for how to respond to this
latest market shock can be summarised as:
• No one really knows the end outcome.
Whatever an expert’s background, be
it Middle Eastern politics or military
knowledge, wars are inherently
unpredictable, not least with President
Trump involved.
• Historically, it has rarely paid to panic.
The wisest course of action has usually
been to do very little and, if anything,
lean into periods of weakness.
• The key actors in this conflict – the US
under Trump and Iran – both have a
vested interest in a quick resolution
and one which enables both sides to
save face.
Combining these guiding principles with
our long-term investment horizon made
us firmly of the view that now is not the
time to sell. If anything, we are more
inclined to lean into periods of turmoil
and look to switch into those areas which
are most affected if we feel that the sell-off
is unwarranted in the long-term. We do
acknowledge there is a risk, however, of
more severe market impacts were the
disruption to Gulf oil supplies to last for a
protracted period, which we expect would
lead to much higher inflation, sapping
consumer demand and stymying the ability
of central banks to counteract the impact
on the broader economy. Such a situation
would inevitably lead to recession and an
accompanying bear market. Nonetheless,
whilst ever watchful, this is not our central
scenario and even if it were to happen the
lack of excesses in the economy, especially
for the consumer and banking sector,
means that such a bear market would likely
be muted by historic standards.
13
INVESTMENT MANAGER’S REVIEW
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
MSCI ACWI
S&P 500
MSCI Europe
MSCI Emerging Markets
MSCI UK
MSCI Japan
MSCI ACWI
S&P 500
MSCI Europe
MSCI Emerging Markets
MSCI UK
MSCI Japan
MSCI ACWI
S&P 500
MSCI Europe
MSCI Emerging Markets
MSCI UK
MSCI Japan
MSCI ACWI
S&P 500
MSCI Europe
MSCI Emerging Markets
MSCI UK
MSCI Japan
GBP Performance
31 Mar 2025 to Trough (8 Apr 2025) Trough to 28 Feb 2026 28 Feb 2026 to 31 Mar 2026 31 Mar 2025 to 31 Mar 2026
Chart 2: Despite starting and ending with declines, markets have had another year of strong performance
Source: Bloomberg
Initial falls post-
Liberation Day
Rebound post-
Liberation
Day Trough
Iran war falls
(Mar 2026)
12 months
Despite the market’s decline in the last
month of the financial year, our earlier
gameplan of staying invested proved
correct, albeit even we were surprised
by the strength of the subsequent
rebound post Trump’s Liberation Day
announcement. Often after sharp selloffs it
can take months, if not years, for markets to
surpass their old highs but this time around
the speed and vigour were exceptional
and ranked amongst the most powerful in
recent history. From their lows in early April
2025 the US stock market rebounded by
28.2%, the M7 by an impressive 43.1% and
the world market by some 29.1%.
Pulling all of this together, what looked
to be a sharply down year for markets,
ended up being another year of strong
performance. Unlike prior years, however,
the market strength was spread widely with
robust performances from Japan, emerging
markets, frontier markets and Europe,
which rose by 22.9%, 26.5%, 31.7% and
16.3%, respectively.
Amongst the defensive sectors, gold rose
an impressive 49.4% and silver over 120%.
Within fixed income, US Treasuries gained
1.1% and global government bonds just
0.5%, while credit was slightly stronger,
rising 3.6% for the year.
Perhaps the biggest disappointment was
private equity which, whilst not down, was
more muted. The blend of the sector still
working through the excess capital seen
in prior years and subdued exit markets
resulted in another year of sub-public
market performance.
Investment outlook
Despite the roller coaster ride, 2025/26
was the third year in a row of robust
returns. Global markets have now returned
48.0% over the three years to the end of
March 2026.
It is at such times though, when
complacency sets in and markets are most
vulnerable to disappointment. With storm
clouds forming on a number of fronts,
investors, quite rightly, may want to pause
and consider if they should be taking a
more contrarian stance.
The first risk to consider is geopolitics.
Despite our ultimately correct view that
Trump would step back from his more
extreme tariffs last year, unfortunately our
experience also tells us it is more likely than
not that he will come back for a second
bite at the cherry. Interestingly though, the
more he did this in his first term, the more
anaesthetised the market became to the
announcements, ultimately viewing him
as lacking the stomach for a global trade
war. Time will tell. Regarding the Iranian
situation, at the time of writing it appears
we have reached a fragile resolution albeit
further negotiations between the parties
will be required and we expect the path
14
Hansa Investment Company Limited Annual Report 31 March 2026
2.0%
3.0%
4.0%
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6.0%
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8.0%
9.0%
10.0%
11.0%
1995
1996
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2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Capex/Sales
S&P 500 Technolology Sector: Capex/Sales
Chart 3: Investment into AI has driven a sharp increase in the technology sector’s Capex/Sales ratio albeit it remains below the levels
seen during the Dotcom bubble
Source: Bloomberg
From the mobile
4G auctions to the
investment in cable
and railways, bubbles
have a nasty habit of
seeing exuberance
overtake common
sense resulting
in large losses
and a prolonged
period of reset.
ahead to be bumpy. Nonetheless this
scenario supports our generally pro-risk
positioning. Assuming the US economy
escapes largely unscathed, we will return
to a backdrop of healthy growth, loose
monetary policy (albeit rates perhaps not
declining as was anticipated at the start of
2026) and supportive fiscal policy. Clearly if
this does not transpire, the conflict restarts
and we remain in a protracted campaign
where the Iranians successfully disrupt
global energy supplies, and persistently
higher inflation, the ensuing recession and
the accompanying bear market will become
an ever-more-likely prospect. We will watch
carefully for such a scenario and we are
prepared to pivot if necessary.
Perhaps more worrying would be any
interference by Trump in the fabric of the
US constitution. Be it tinkering with the
machinations of the US Federal Reserve or
seeking to extend his presidency to a third
term, this would be far more dangerous
to global stock markets. The market will
not take such interferences lightly and
they would run the risk that investors
will call into question whether the US
can be viewed as a safe home for their
capital. With the US stock market, dollar
and Treasuries all heavily dependent on
international investors, such an outcome
could result in a disorderly sell-off,
especially given current high valuations.
We note, however, that the nomination
of Kevin Warsh as the next Fed Chairman
was viewed largely positively, with
him being a known entity rather than
an uber-dove as some of the other
candidates were.
The second risk is that the boom in the M7
and AI related stocks comes to a head. As
we have discussed previously, a number of
the warning flags that we normally look
for in a bubble are undoubtedly in place.
Concentration is high, with the M7 now
accounting for 32% of the US market, prices
are moving up exponentially in some cases
and valuations are high. Most concerning
though is the level of CAPEX in all things
AI which has reached unprecedented
levels. Experience tells us that bubbles
almost invariably see the misallocation of
capital which ultimately fails to generate a
return. From the mobile 4G auctions to the
investment in cable and railways, bubbles
have a nasty habit of seeing exuberance
overtake common sense resulting in large
losses and a prolonged period of reset,
culminating in a permanent impairment
of capital.
Worryingly, these risks are occurring at a
time of rising valuations. Primarily, this is
concentrated in the M7, who have seen
their price-earnings multiples rise to 35x
now which in turn has driven the US
market to 25x, compared to a long-term
average of just 17x. Whilst valuations
typically do not drive markets in the short-
term, they do amplify moves, especially
on the downside. Hence should one of the
aforementioned risks come to fruition, the
high valuations will likely compound the
subsequent share price falls.
The case then for shifting to a more
defensive stance in 2026 seems compelling.
Possibly, but we would argue not, at least
not yet. Whilst not ignoring the risks
facing markets, there remain a number of
15
INVESTMENT MANAGER’S REVIEW
0.0%
1.0%
2.0%
3.0%
4.0%
US UK Euro Area Japan
Real GDP Growth
2023 2024 2025E 2026E
0.00%
0.02%
0.04%
0.06%
0.08%
0.10%
2025-2029 2025-2034
Chart 4: US real GDP growth is expected to remain above peers and at healthy levels
Chart 5: Fiscal policy is also supportive
Source: IMF
Source: Bloomberg. *Relative to Congressional Budget Office’s January 2025 projections/
The One Big Beautiful Bill Act is supportive of US Real GDP Growth
Estimated annual increase in
US Real GDP growth due to OBBBA*
Iranian conflict, which when combined
with the boost in fiscal policy through the
introduction of Trump’s One Big Beautiful
Bill Act (OBBBA) should underpin growth
over the coming year. An area to watch
as the year develops, however, is inflation
and the degree to which the rate cuts
have already been priced in by markets.
Unjustifiable rate cuts would have the
potential to reignite inflation, ultimately
necessitating rate hikes in the future and
catalysing a recession in the process.
AI also has the potential to surprise on
the upside. Whilst we fully expect AI to
ultimately culminate in a bubble and
important factors that keep us invested at
this stage. Most importantly, economies
remain in good health. Although by no
means all positive, both the corporate and
consumer sectors are in decent shape, which
should see continued economic expansion.
Notably, the global Purchasing Managers
Index is robust and corporate earnings are
expected to rise over the next year. With
recessions and bear markets going hand in
hand, this major pillar for markets underpins
our desire to remain risk on.
Policy is also likely to be supportive.
Monetary policy remains loose, albeit with
rates unlikely to fall as was forecast pre the
subsequent collapse, it is by no means
certain where we are in this process. With
potentially unprecedented opportunities for
AI to transform the way in which corporates
and consumers function, it is very possible
that we are still on the journey. Typically,
investors call the tops in markets far too
early and then underestimate the downside
when they do turn!
Pulling these threads together gives
a more nuanced picture for the next
year. Experience tells us that whilst the
combination of an extended period of
strong outperformance and rising risks,
undoubtedly increases the probability of
16
Hansa Investment Company Limited Annual Report 31 March 2026
0
2000
4000
6000
8000
10000
12000
14000
1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024
Indexed GBP Performance
MSCI World Index
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2001 2003 2005 2007 2009 2011 2013 2015 2017 2019 2021 2023 2025
Relative Performance: S&P 500 vs MSCI World ex-US (LHS) Relative Return on Capital: S&P 500 vs MSCI World ex-US (RHS)
Chart 6: It is easy to panic out of markets at the wrong time hence our default position is to be fully invested
Chart 7: The US stock market has consistently outperformed the rest of the world since the Global Financial Crisis
Source: Bloomberg
Source: Bloomberg
Relative Return on Capital: S&P 500 vs MSCI World ex-US
Relative Performance: S&P 500 vs MSCI World ex-US
The outperformance of US equities
has been justified by consistently
higher returns on capital
1987: Black Monday
2000: Dotcom Crash
2007: Global Financial Crisis
2020: COVID-19 Pandemic
2022: Inflation and aggressive rate hikes
2025: Liberation Day
a market pullback, it is more important
to focus on the strength of the broader
economy, do nothing, and ride through any
volatility which is typically short-term in
nature. Indeed, the temptation to shift to
a more cautious position is arguably the
largest risk to long-term investors such
as ourselves. What proponents of market
timing and more risk averse strategies,
fail to tell investors is that such strategies
typically leave huge amounts of value on
the table. In most cases, the feared risks
fail to come to fruition and, even if they
do, investors almost invariably fail to get
back into markets. Hence whilst they may
help reduce volatility, they also generate
significantly lower returns than buy and
hold strategies over the longer-term.
Portfolio positioning
Our two core calls over the past decade
have been to remain fully invested
and ensure that our US equity market
positioning is up to weight. Centred on
our belief that equities represent the best
means of preserving spending power for
long-term investors and the capitalist
foundations of the US economy, such a
strategy has worked well for us. Despite
many commentators arguing that the US
market was overvalued during this period,
what they failed to understand was that
the returns being generated in the US were
structurally higher than elsewhere, with
the US economy built around innovation,
entrepreneurship and a desire to do
business versus regions such as Europe
which were often anti-business with
excessive regulation.
17
INVESTMENT MANAGER’S REVIEW
85
90
95
100
105
110
115
120
125
130
135
Jan-2025 Feb-2025 Mar-2025 Apr-2025 May-2025 Jun-2025 Jul-2025 Aug-2025 Sep-2025 Oct-2025 Nov-2025 Dec-2025 Jan-2026 Feb-2026 Mar-2026
Indexed GBP Performance
Schroder Global Recovery MSCI World Value Index MSCI World Index
Notably, value outperformed growth outside of
the US in 2025 and we watch carefully for signs
that this will broaden further in the year ahead.
Chart 8: Value outperformed growth outside of the US in 2025
Source: Bloomberg
Whilst to a large degree these two core
tenets remain firmly in place, hence our
desire to remain fully invested and not
become bearish on the US like many, we
are not ignorant of the risks facing markets.
Instead, we seek to mitigate these risks
through the power of diversification. Be it
at the country level, or by style or factor,
such diversification should help maintain
portfolio returns but also help manage the
growing risks. In particular, at the country
level, we are seeing more opportunities
within the emerging and frontier markets,
Japan and Asia, where the combination
of improving fundamentals and more
attractive valuations make them a fertile
hunting ground. As ever the outlook for the
dollar will likely be key to the success of
this call.
Similarly, from a style perspective, whilst
growth, through the investment in the M7,
has dominated for so long we are starting
to see some interesting rotations. Notably,
value outperformed growth outside of
the US in 2025 and we watch carefully for
signs that this will broaden further in the
year ahead. Indeed, even if this fails to be
the case and the M7 continues its march
ever higher, sometimes it is better to sit on
the sidelines and let returns pass one by if
it helps avoid putting all one’s eggs in the
same basket.
Diversifying by factor is another excellent
source of alpha and risk mitigation. Three
years back we saw an opportunity in
insurance with many investors exiting the
market following a protracted period of
disasters and unusually high losses resulting
in supernormal returns being on offer.
Recognising this rare opportunity we sought
to play it through exposure in our global
equities, our direct equity sub-basket and our
diversifying sleeve. This call has worked well
and we remain invested albeit, as is always
the case, we are seeing capital return to the
sector and expect 2026 to see a reduction in
pricing. We still see upside though the best
returns are probably now past. More recently
we also identified an excellent manager in
the shipping sector. Shipping, like insurance,
tends to be driven by capital investment
and with capital having been sucked out
of the sector, our manager has an excellent
opportunity set for identifying alpha over
18
Hansa Investment Company Limited Annual Report 31 March 2026
0.1
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0.4
0.5
0.6
0.7
0.8
0.9
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
MSCI World MSCI Emerging Markets Bloomberg Commodity Index
More attractive with positive real yields. We
have increased our exposure via dynamic
managers
Diversifying Assets
Improving outlook and increasing allocation
to increase diversification
Rest of World Equities
Structurally positive but will be used as a
source of funds to increase diversification
US Equities
Risk on Remain OverweightMarkets Overall
Main View Direction of ExposureAsset Class
Chart 10: A summary of our thoughts on markets
Chart 9: The shipping sector has relatively low correlation to equities and commodities
Source: Bloomberg
Weekly correlation over prior two years of the Bloomberg US 3000 Marine Shipping Index versus various indices
the coming few years. We will continue to
look for other diversifying factor exposures
albeit they tend to be opportunistic and
idiosyncratic in nature.
More generally in our diversifying sleeve, we
continue our rotation out of purer hedge
fund plays and into carry trades. As interest
rates rose, overall yields also increased
to the point where they are now back at
levels where we can achieve positive real
returns, something which was not on offer
when we first set up our defensive portfolio.
This should result in more consistent,
predictable returns in this sleeve with
hedge funds often something of a black
box, with the additional drag of excessive
fees, versus carry which tends to be more
consistent in nature.
Perhaps the area of biggest uncertainty is
within the private markets. Private markets
have lagged public markets for a number
of years now, as the former saw excessive
levels of capital enter the sector due to
the high historic returns on offer and the
scope to leverage returns when interest
rates were near zero. The last few years
represented a period of reset as the excess
capital was digested, some of the tourists
exited the market and the industry adapted
to operating in a backdrop of higher rates.
With the important exit markets showing
tentative signs of reopening with more
M&A and IPOs taking place in recent
months, plus the likely lower returns
from public markets, the outlook appears
somewhat better for the year ahead.
Summary
Having navigated the peaks and troughs
of the past year, primarily through the
avoidance of being whipsawed and sticking
to our process, the coming year will
undoubtedly present its own permutations
and challenges. With the midterm elections
in the US taking place later this year, it will
be interesting to see whether they follow the
19
INVESTMENT MANAGER’S REVIEW
The Company
delivered a very strong
NAV gain over the
financial year, with a
total return of 29.4%.
normal trend of neutering some of Trump’s
powers, or if this leads to him becoming even
more radical and bold in his actions. Even
more important though, will be the outlook
for interest rates and the broader economy.
Monetary policy is currently in limbo with
Fed Governor, Jay Powell, handing the baton
to new governor, Kevin Warsh. Whilst not as
radical as many, it is still unclear if Warsh will
yield to pressure from Trump to lower rates,
adding fuel to an already expanding economy
and potentially laying the foundations for
the next rate rising cycle. This is probably
an issue for 2027 onwards but the likely
resultant recession, especially if combined
with the popping of the AI bubble, will be the
point at which we will have to consider our
naturally risk-on stance.
Hence, we retain our pro-market approach
as we enter the new financial year albeit
we acknowledge that returns are likely to
be somewhat lower due to high starting
valuations, with a meaningful pullback
certainly a possibility in view of the
challenges faced and following the third
successive calendar year of double-digit
returns. This, though, is where the virtues
of a long-term, multi-asset portfolio such as
ours come to the fore. Our investments with
world-class managers, who have typically
lived through many different investment
cycles, should stand us in good stead for the
year ahead.
Portfolio review and activity
The Company delivered a very strong NAV
gain over the financial year, with a total
return of 29.4%. The successful combination
of the Company with Ocean Wilsons, which
was finalised in December 2025, contributed
significantly to this performance, but
even excluding OWHL the return was
an impressive 17.1%. Global equities, as
measured by the MSCI ACWI NR GBP Index
were up 17.2% over the year, while the equal
weighted version was up 16.9%. The other
two KPIs delivered returns over the last year
of 2.5% for the FTSE UK Gilts All Stocks
TR Index and 3.3% for UK CPI. Notably, the
portfolio’s return was strongly ahead of the
traditional equal weighted 60:40 portfolio
(represented by the MSCI ACWI NR GBP
Equal Weighted and the FTSE All Stocks
Gilts TR GBP) which gained 11.1% over
the year. Over both three and five years the
portfolio has beaten both global equities
and the 60:40 portfolio. Over three years
the portfolio has returned 18.3% p.a., ahead
of the 14.0% p.a. return of the MSCI ACWI
Index and the traditional 60:40 portfolio,
whether using the market-weighted
equity index (8.5%) or the equal-weighted
version (4.9%).
The Company’s Ordinary share price rose
14.5% over the financial year, while the
A shares gained 23.5%. The combined
discount of the share price to the NAV sits
at 46.1% as at 31 March 2026.
In accordance with the Board’s previous
decision regarding the deployment of the
Wilson Sons cash in the portfolio, the first
tranche of cash was invested at the start of
2026 and the second tranche was executed
at the end of March, with some trades
running into the beginning of April. At this
stage, two further tranches are planned
later this year. The first tranche was
invested across the whole portfolio, with
the opportunity taken to rebalance many
of the portfolio’s fund exposures, while the
second tranche was largely invested pro-
rata across the portfolio.
Country and Thematic Funds
The holdings in the Country and Thematic
Fund sleeve returned 18.2% over the
financial year. Unusually for recent years,
the US market lagged many other markets
and the strongest performers came from
holdings in regions such as Japan, Europe
and emerging markets. There were also
notable strong performers among the
Thematic holdings in areas including
technology, healthcare and shipping.
There was strong performance from
holdings in the Global Developed bucket,
with the value fund Schroder Global
Recovery being particularly strong with
an annual performance of 24.4%. We
added this fund in late 2022 to increase
diversification in the portfolio at a time
when value investing had been out of
vogue for many years. The fund has done
very well over the past year whilst having a
differentiated portfolio, with a significant
underweight to North America (c30%)
and almost no exposure to IT. Instead,
the fund has diverse exposures to other
themes such as Japan, high quality German
industrials, inexpensive defensives and
corporate turnarounds. Some of the biggest
contributors to performance in the quarter
included Rohm (Japanese electronics), GSK,
Vodafone, Repsol (Spanish oil and gas) and
LyondellBasell (US manufacturer of plastic,
chemical and fuel products).
The three Japanese holdings delivered
strong returns, led by Simplex Value Up
Trust gaining 29.5% over the year, albeit
this figure uses a February price. Arcus
Japan Fund and Alma Eikoh Japan
Large Cap returned 21.4% and 18.9%,
respectively, for the year. The three funds
have all performed well against a backdrop
of an improving Japanese corporate sector,
Schroder Global Recovery was a strong
Global Developed performer. Biopharma
specialist GSK was a key holding,
reporting growth in sales, core operating
profit and earnings driven by its Specialty
Medicines group.
Photo courtesy of GSK.
20
Hansa Investment Company Limited Annual Report 31 March 2026
21
INVESTMENT MANAGER’S REVIEW
Hansa Investment Company Limited Annual Report 31 March 2026
22
Emerging and frontier
markets outperformed
developed markets
during the year,
with continuing signs of better corporate
governance indicated by M&A activity
reaching record levels and share buybacks
in 2025 comfortably beating 2024’s record
of Y17.5tn. The election of Sanae Takaichi
as Prime Minister in October was greeted
positively by markets in expectation of
her stimulatory policies. The Arcus fund
demonstrated good stock selection with
top contributors including Sumitomo
Metal Mining and Ibiden. Ibiden is the lead
supplier of advanced packaging substrates
to Nvidia and has experienced very strong
demand for AI GPU applications driven by a
wave of AI related demand.
There were more good returns in emerging
and frontier markets as they outperformed
developed markets during the year, with
Schroder Asian Total Return gaining
25.3%, Redwheel Next Generation
Emerging Markets returning 30.3% and
BlackRock Frontiers Investment Trust
being up 21.2%, while the iShares Core
MSCI Emerging Markets ETF gained
26.8%. The Redwheel fund invests outside
of the major BRIC countries and benefited
as smaller emerging and frontier markets
performed strongly against a backdrop of
easing US monetary policy. Commodity-
producing countries also benefited from
record precious and industrial metals
prices, which helped holdings such as
Hochschild Mining (gold and silver) and the
Chilean lithium miner Sociedad Quimica
y Minera.
In Europe, the passive holding in iShares
Core MSCI Europe UCITS ETF rose
16.7% over the year, while Helikon Long
Short Equity Fund continued its excellent
performance with a gain of 55.3%. The
Helikon fund operates a concentrated
portfolio, taking large positions when
the manager identifies attractive
opportunities. During the year the fund
has held long positions in gold miners
(such as Endeavour Mining Corporation,
Artemis Gold and DPM Metals) which
have been among its largest contributors
to performance as the companies have
benefited from the rising price of gold and
significantly increased revenues. Dalata
Hotels, an Irish hotel group, was another
successful investment this year, with the
manager using its position to encourage an
acquisition by Pandox and Eiendomsspar,
which closed in mid-November.
There were strong performances from
many of the Thematic holdings. The
Polar Capital Global Technology Fund
delivered a very strong gain of 81.3% over
the year. The fund has a large underweight
position in the M7 stocks and a significant
underweight in software, both of which
have contributed to relative returns. Over
the last year the fund has benefited from
a broad focus on AI enablers such as
networking, storage, optical, components
and memory, and more recently an
expansion into wider AI infrastructure
such as data centre power and cooling. The
manager believes that the continued flow
of positive AI-related data supports their
pro-AI portfolio positioning. The wider
technology sector suffered declines late
in the year, but the iShares Expanded
Tech Sector ETF nevertheless returned
27.4% over the year. Within healthcare,
RA Capital International Healthcare
returned an impressive 68.5% over the
year (albeit using a February price). During
the final quarter of the year, the position
in Worldwide Healthcare Trust was
replaced by Polar Capital Biotechnology
Fund. The Polar fund has been managed by
a very experienced investor since its launch
in 2013, and in that time has delivered
an excellent record of outperforming the
biotechnology index. The recent purchase
of Albemarle Shipping Fund has been a
very strong contributor in the short time
it has been held, being up 21.8% since
November 2025, albeit with the latest
price being end February. We believe the
constrained supply and strong demand
in the sector is likely to provide plentiful
opportunities for the specialist manager
to add value. The fund has made most of
its recent gains from net long positions in
tankers as spot freight rates rose to all-time
highs, although the manager has been
reducing its exposure here given the strong
run up in prices.
Direct Global Equities
The global equities sleeve, which is
intended to give direct access to a
differentiated group of companies
selected for the quality of their underlying
businesses with a keen eye on valuation,
rose a strong 32% over the past year. The
biggest contributors over the past year
were Interactive Brokers, Subsea 7 and
Glencore. The biggest detractors were
Orion, CTT and Bergman & Beving.
Over the past 12 months, returns have
come not from chasing crowded market
favourites, but from owning good
businesses at sensible prices and allowing
fundamentals to do the work. That remains
our approach. We continue to focus on
underappreciated companies with aligned
management, strong balance sheets and
clear long-term value creation, bought with
a margin of safety. Much of that opportunity
remains in less fashionable parts of
In emerging and frontier markets,
BlackRock Frontiers Investment Trust was
up 21.2% over the period. United Arab
Emirates real estate developer Emaar
Properties was the company’s largest
investment at year end.
Photo courtesy of Emaar Properties
23
INVESTMENT MANAGER’S REVIEW
Looking ahead, we
remain optimistic,
even in an uncertain
world. The portfolio
is broader and
more resilient than
a year ago and
still attractively
valued even after
the strong run.
the market, particularly “old economy”
businesses, where years of underinvestment
have improved the outlook for the survivors.
That helps explain why we continue to find
value in areas such as energy, industrials,
insurance and logistics and we are yet to
find any value in technology shares. We
are also finding more opportunities in
markets outside the US, including Sweden,
the Philippines and, increasingly, the UK.
In each case, we are looking for businesses
where operational progress is still not
reflected in the share price. These are not
companies that require heroic assumptions,
but businesses where pessimism is already
well embedded in the valuation. In some
cases, the market has begun to recognise
that value, and the “HALO” trade, heavy
asset, low obsolescence, has helped drive a
re-rating in several of our holdings.
One recent addition is Ayala Corporation,
the Philippines’ oldest conglomerate at
192 years old, controlled by the Zobel de
Ayala family. Through its stakes in listed
subsidiaries, it has core interests in banking,
real estate, telecommunications and power
generation. We believe it is a high-quality
business with a strong record of growth,
capital allocation and asset ownership.
The recent shift in focus toward cash
flow generation and asset rationalisation,
together with the appointment of its first
CEO from outside of the family, gives us
confidence that this progress can continue.
The shares trade at a significant discount
to mark-to-market intrinsic value and if the
underlying holdings were to move closer to
fair value, the upside could be substantial.
In our base case we believe the business
trades at 60% of intrinsic value, with a bull
case many multiples of the current price.
Looking ahead, we remain optimistic,
even in an uncertain world. The portfolio
is broader and more resilient than a year
ago and still attractively valued even after
the strong run. Many of our holdings
remain underfollowed, unfashionable and
misunderstood, which is often exactly
where the best long-term opportunities
are found. In a market still dominated by
a narrow group of popular winners, we
are excited to be positioned where price
discipline, patience and sound capital
allocation still matter most. That conviction
is strengthened by the fact that, on average,
management teams and founders own 28%
of the shares in our companies.
During the year, we added to several
existing holdings and initiated new
positions in 4imprint, International
Petroleum Corporation, Helios Towers,
Bristol Myers, Rosebank Industries and
Ayala Corporation. We sold our positions
in Coats, EXOR and Orion, and received
the cash proceeds from the takeover of
Grupo Catalana Occidente.
Diversifying Funds
There was good performance from the
holdings in the Diversifying sleeve, which
returned 7.3% over one year. The sleeve
has performed very well since its inception
in June 2016, especially when compared
to government bonds, the traditional
defensive component of multi-asset
portfolios. Since that date the sleeve has
returned 58.1%, while the FTSE Gilts All
Stocks Index has fallen by 7.6%.
Among the best performers in this sleeve
this year were the two trend-following
systematic funds, which have been on
a strong run of performance since last
summer. Winton Trend Fund and John
Street Systematic Fund, which has a
greater focus on trading commodities,
were both up just over 10% over the year.
BlackRock Systematic Total Alpha Fund,
which invests systematically using many
different non-trend-following models,
also performed well, being up 11.6% in the
year since it was bought in the portfolio.
The fund runs nine different diversifying
sub-strategies across market neutral equity
and multi-strategy fixed income. There was
strong performance from the cross-asset
macro and mid horizon sub-strategies,
with the former driven primarily by relative
value strategies.
Other strong performers over the year
include Nephila Iron Catastrophe
Fund which gained 22.0%. The fund
has performed very well in recent years,
justifying our decision to invest when we
saw an attractive opportunity, as much
capital had withdrawn from the insurance
sector following some costly years of
insurance payouts.
There was solid performance from the fixed
income exposures. Apollo Multi-Asset
Credit Replacement Fund and CQS Credit
Multi Asset Fund, which invest similarly
across the credit spectrum but with their
focuses being on the US and Europe,
respectively, produced one-year returns of
6.2% and 4.7%. BioPharma Credit PLC,
which lends money to biotechnology
companies that need additional capital to
either further develop, scale production or
market pre-approved products, delivered an
impressive return of 15.4% over the year.
Private Assets
Now the portfolios have been combined,
the private assets weight is around 9%.
In Europe, Helikon Long Short Equity Fund
gained 55.3%. Gold miner Endeavour Mining
Corporation was one of the fund’s largest
contributors to performance.
Photo courtesy of Endeavour Mining
Corporation.
24
Hansa Investment Company Limited Annual Report 31 March 2026
25
INVESTMENT MANAGER’S REVIEW
26
INVESTMENT MANAGER’S REVIEW
The core of the Private Assets portfolio
consists of a number of large buyout managers,
predominantly in the US and Europe, which has
been combined with exposures to Asia, venture
capital and other select areas through time.
Our strategy here is to commit to high
quality managers using a core and satellite
approach. The core of the portfolio consists
of a number of large buyout managers,
predominantly in the US and Europe, which
has been combined with exposures to
Asia, venture capital and other select areas
through time.
During the year new commitments were
made to funds managed by groups we had
existing exposure to: Khosla Ventures (US
Venture Capital), OrbiMed (early-stage
biotech), Reverence Capital ( financial
services buyouts) and Gryphon (US lower
mid-market buyouts). In addition, just after
year-end a commitment was finalised to
Founders Fund Growth IV, one of the very
top venture capital managers in the world,
with an exceptionally strong reputation and
a superb track record. We are pleased to be
able to access this fund, and believe that
the reputation of the firm should provide it
access to the most promising founders and
highest quality deals.
One of the portfolio’s core names is PAI
Partners, a leading European private
equity firm, investing in market-leading
companies and developing these across
Europe and North America. The firm was
originally part of Paribas bank (now part
of BNP Paribas). It spun out to form an
independent firm in 2002, and today it is a
partnership with no external shareholders.
PAI invests in control buyouts in European
upper middle market companies,
focusing on leading brands in their
markets. They invest in four core sectors
(business services, food & consumer,
general industrials and healthcare), with a
particular focus on markets where growth
can be sustained through economic and
financial market cycles. Its largest offices
are in Paris and London, but with five other
offices in Europe and one in New York,
the firm has a very strong network across
corporates and owners in its core sectors.
The portfolio made commitments to PAI’s
flagship strategy through funds VI, VII
and VIII.
Some of the portfolio’s Asia exposure
is provided by Baring Private Equity
Asia (BPEA), which was founded in
1997 and is now one of the largest and
most experienced private equity groups
operating across Asia, with over 150 people
across eight Asian offices. The Manager
was bought by EQT in 2022 when the
company rebranded as EQT Asia, with
the BPEA team remaining in place. The
firm’s investment strategy has evolved
since its first fund in 1999 as the market
has developed. The early funds invested
in venture and minority deals, which
progressed to mid- and large-cap buyouts
for funds IV and V, while later funds are
concentrated on large-cap buyout deals. In
their experience, large buyouts have better
predictability of returns. The portfolio is
invested in funds VII, VIII and IX of the
flagship series, which share an investment
strategy of providing exposure to the higher
rates of economic growth in Asia, while
managing the risks of doing so through
a well-diversified portfolio. The portfolio
is also invested in the newer Mid-Market
Growth strategy that is designed to invest
in the smaller deals that the firm previously
did in its earlier funds.
Alec Letchfield
Chief Investment Officer
Hansa Capital Partners
7 July 2026
During the year, core Private Assets
holding PAI Partners agreed the sale
of World Freight Company (WFC),
one of the world’s largest sales and service
agents for the global air freight industry.
Together with joint owner EQT Group, PAI
Partners oversaw a significant expansion
of WFC’s international footprint.
In Direct Global Equities, Helios Towers
was one of a number of new additions. The
company operates almost 15,000 mobile
towers providing coverage to more than
160m people across Tanzania, Senegal,
Malawi, Democratic Republic of Congo,
Ghana, Congo Brazzaville, South Africa,
Madagascar and Oman.
Photo courtesy of Helios Towers.
27
INVESTMENT MANAGER’S REVIEW
27
28
Hansa Investment Company Limited Annual Report 31 March 2026
Private assets exposure: current positioning
As at 31 March 2026
0%
5%
10%
15%
20%
$0 - $250m $250m -
$500m
$500m -
$1bn
$1bn -
$2.5bn
$2.5bn -
$5bn
$5bn -
$10bn
$10bn+
-25
-15
-5
5
15
25
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 CYTD
Total Capital Calls Total Return of Capital plus Distributions
Net Cash Flow from Private Assets average
0%
10%
20%
30%
40%
50%
60%
70%
North
America
Developed
Europe ex
UK
UK Asia
Pacific
ex Japan
Middle
East &
Africa
Latin
America
Emerging
Europe
Japan
Private Assets MSCI ACWI
0%
10%
20%
30%
40%
50%
Buyout Growth Venture Natural
Resources
Distressed
Debt
Specia l
Situations
Private
Debt
Hybrid
0
5
10
15
20
25
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total Invested
Capital
£140.7m
Distributed
Cash
£106.8m
Outstanding
Commitment
£47.3m
Unrealised
Investment
Value
£93.0m
0
50
100
150
200
250
Total Invested Capital Current Value Outstanding Commitment
Country 45%
Cash 20%
Thematic 11%
Private Assets 9%
Equities 7%
Diversifying Alternatives 5%
Diversifying Fixed Income 4%
Daily 51%
Cash/liquidity funds 20%
Monthly 13%
Fixed life
(investment period complete)
6%
Quarterly 5%
Fixed life
(within investment period)
3%
Half yearly 1%
Portfolio allocation (%)
Commitments by fund size (%)
Private equity cashflows ($m)
Dealing frequency (%)
Size of commitments ($m)
Current portfolio ($m)
Commitments by fund type (%)
Geographic allocation (%)
Source: HCP, MSCI. These charts include information relating to HICL and historical information relating to Ocean Wilsons Investments Limited.
29
INVESTMENT MANAGER’S REVIEW
Investments
Fair value
£000
% of net
assets
Country and Thematic Funds
iShares Core S&P 500 UCITS ETF 100,432 10.3
Life Cycle US Equity Fund - UCITS 46,404 4.7
Polar Capital Fund - Global Technology 30,182 3.1
iShares Core MSCI Europe UCITS ETF 29,029 3.0
Helikon Long Short Equity Fund ICAV 26,640 2.7
Schroder ISF Asian Total Return 23,759 2.4
iShares Expanded Tech Sector ETF 23,602 2.4
Findlay Park American Fund 23,093 2.4
Schroder ISF Global Recovery 21,892 2.2
BlackRock Strategic Equity Hedge Fund 20,975 2.1
Pershing Square Holdings Ltd 18,107 1.8
Polar Capital Global Insurance Fund 17,802 1.8
iShares MSCI EM Asia UCITS ETF 17,32 5 1.8
Egerton Long - Short Fund Limited 15,123 1.5
Select Equity Offshore Ltd 14,547 1.5
RA Capital International Healthcare Fund 14,343 1.5
BA Beutel Goodman US Value Fund 14,240 1.5
Simplex Value Up Trust 12,862 1.3
Albemarle Shipping Fund 12,526 1.3
Redwheel Next Generation Emerging Markets Equity Fund 11,810 1.2
iShares Core EM IMI UCITS ETF 10,484 1.1
Armistice Capital Offshore Fund Ltd 10,391 1.1
Alma Eikoh Japan Large Cap Equity Fund 9,152 0.9
Arcus Japan Fund 8,905 0.9
Polar Capital Funds PLC - Biotechnology Fund 8,475 0.9
BlackRock Frontiers Investment Trust PLC 7,828 0.8
Holdings below £500k 113 0.0
550,041 56.1
Direct Global Equities
Interactive Brokers Group Inc 9,340 1.0
Subsea 7 6,399 0.7
Arch Capital Group 6,243 0.6
International Petroleum Corporation 6,087 0.6
Bergman & Beving 5,213 0.5
Glencore PLC 5,174 0.5
Eurowag 5,099 0.5
CTT Correios de Portugal 4,795 0.5
CK Hutchison 4,481 0.5
4imprint 3,437 0.4
Bristol-Myers Squibb 3,210 0.3
Helios Towers PLC 2,691 0.3
Rosebank Industries PLC 2,449 0.3
Ayala Corp 1,314 0.1
Qualitas Controladora S.A.B de C.V. 940 0.1
66,872 6.8
The portfolio
As at 31 March 2026
30
Hansa Investment Company Limited Annual Report 31 March 2026
Investments
Fair value
£000
% of net
assets
Diversifying Assets
Global Event Partners Ltd 9,446 1.0
Selwood AM - Liquid Credit Strategy 8,938 0.9
Nephila Iron Catastrophe Fund Ltd 7,180 0.7
BioPharma Credit PLC 6,931 0.7
DV4 Ltd¹ 6,639 0.7
Apollo Multi-Asset Credit Replacement 6,586 0.7
CQS Credit Multi Asset Fund 6,154 0.6
Prana Absolute Return Fund 5,694 0.6
BlackRock Systematic Total Alpha Fund Ltd 5,510 0.6
Winton Trend Fund UCITS 4,233 0.4
Artisan Credit Opportunities Offshore Fund Ltd 4,215 0.4
John Street Systematic Fund Limited 3,782 0.4
Hudson Bay International Fund Ltd 2,960 0.3
Vanguard US Government Bond Index Fund 2,872 0.3
Lazard Convertible Global 1,562 0.1
Trium Khartes Fund 1,440 0.1
84,142 8.6
Private Assets
1
TA Associates 8,824 0.9
Silver Lake Partners 8,755 0.9
Stepstone VC Global Partners 7,11 2 0.7
KKR Americas 6,922 0.7
Khosla Ventures 4,876 0.5
BPEA Private Equity 4,818 0.5
Reverence Capital Partners 4,161 0.4
Partners Group 3,587 0.4
PAI Europe 3,439 0.4
Mayfield 3,216 0.3
OrbiMed 3,112 0.3
Gryphon Partners 2,867 0.3
Apollo Overseas Partners 2,454 0.3
Pangaea 2,451 0.3
Great Point Partners 2,274 0.2
Five Arrows 2,270 0.2
Triton 2,209 0.2
Windjammer 2,159 0.2
GGV 1,968 0.2
EQT Mid Market 1,426 0.1
African Minerals Exploration & Development 1,252 0.1
TrueBridge Capital Partners 1,184 0.1
Hony Capital 1,080 0.1
Gramercy 946 0.1
African Development Partners 889 0.1
MCP Private Capital 877 0.1
Navegar 849 0.1
China Harvest 598 0.1
L Capital Asia 566 0.1
Holdings below £500k 947 0.1
88,088 9.0
31
INVESTMENT MANAGER’S REVIEW
1
The holdings within the Private Assets sleeve, as well as DV4 Ltd, are unlisted Private Equity holdings. As such, their value is estimated as a Level 3 Asset in
note 17. All other valuations are either derived from information supplied by listed sources, or from pricing information supplied by third party fund managers.
2
The Portfolio Statement is presented on a consolidated basis for the ease of the reader, demonstrating the total exposure to each investment within the
portfolio. Following the combination, there is an ongoing process to transfer surplus cash and the legal title of the assets of the former Ocean Wilsons
investment portfolio held within the 100% subsidiary entity Ocean Wilsons Investments Limited to HICL. Given the varied nature of those assets, that
process is expected to take some time to complete. Full details of the assets held, including in which legal entity, are shown in note 7.3 on page 83.
Investments
Fair value
£000
% of net
assets
Net current assets held within Ocean Wilsons
2
43,527 4.5
Total investments 832,670 85.0
Net current assets 146,899 15.0
Net assets 979,569 100.0
32
Hansa Investment Company Limited Annual Report 31 March 2026
33
Strategic
Review
Investment objective
The Company objective is to grow the net assets of the Company over the medium to long-term by investing in a diversified and
multi-strategy portfolio.
Investment policy
The Company seeks to achieve its investment objective by investing in third-party funds, global equities and other international
financial securities. The Company may invest in quoted and unquoted securities, directly or indirectly, including private assets through
commitments to limited partnerships. The portfolio will usually comprise at least 30 investments.
The Company has no set maximum or minimum exposures to any asset class, geography or sector and will seek to achieve an appropriate
spread of risk by investing in a diversified global portfolio of securities and other assets.
Investment restrictions
The Company spreads investment risk by adhering to the following restrictions, calculated at the time of investment (excluding any
investments in treasuries, gilts or money market funds):
• no single fund investment (including closed-ended funds and exchange-traded funds) will represent more than 15% of Gross Assets;
• no single direct investment (excluding funds) will represent more than 10% of Gross Assets; and
• no single direct unquoted investment (excluding funds) will represent more than 5% of Gross Assets.
The Company may invest cash held for working capital purposes and awaiting investment in cash deposits, treasuries, gilts and money
market funds. The Company will not hold more than 20% of its Gross Assets in any single money market fund. The Company will not
invest in derivatives but may hold derivatives for efficient portfolio management and hedging purposes.
No more than 10% of the Company’s Gross Assets at the time of investment may be invested in other listed closed-ended investment
funds listed on the Official List, save that this restriction shall not apply to investments in listed closed-ended investment funds,
which themselves have stated investment policies to invest no more than 15% of their Gross Assets in other listed closed-ended
investment funds.
Borrowing Policy
The Company may, from time to time, use borrowings including for investment purposes. Gearing, represented by borrowings, will not
exceed 25% of the Company’s NAV, calculated at the time of draw down.
Any material change to the Company’s investment policy will require the approval of shareholders by way of an ordinary resolution at a
general meeting and the approval of the Financial Conduct Authority.
Investment strategy
The Manager, engaged by and acting on behalf of the Company, seeks to build a multi-strategy portfolio by selecting investments across
four key investment categories:
• Country/Thematic – investments, typically through third-party funds, selected by the Manager to provide appropriate regional and
thematic exposures.
• Diversifying Assets – investments, typically through third-party funds and directly, that create asset diversification within the portfolio.
• Direct Global Equities – a diversified portfolio of global equities identified by the Manager as having long-term growth potential.
• Private Assets – multi-year investments giving access to investments not available in public markets.
Although the Company has no set maximum or minimum exposures to any asset class, geography or sector, the Board establishes set
guidelines which the Manager adheres to. These can be adjusted by the Board. While the proportion of the portfolio represented by each
of these categories will vary over time, the Board establishes parameters for the Manager, based on its view of the global investment
environment. The Board has set the following guidelines for each category as a percentage of the portfolio:
• Country / Thematic: 0-75%
• Diversifying Assets: 0-40%
• Direct Global Equities: 0-40%
• Private Assets: 0-30%
The Manager has a strong focus on identifying investments with excellent fundamentals, taking a long-term approach to investing, good
alignment and not seeking to replicate a benchmark. These investments range from those sectors benefiting from structurally higher
growth, such as technology, to assets which the Company believes stand on unwarranted discounts to their intrinsic value.
Investment objective, strategy and performance
34
Hansa Investment Company Limited Annual Report 31 March 2026
The Board has given the Manager a target to develop a long-term, Private Asset portfolio of circa 20% of the Company’s Net Asset Value.
Given the long-term nature of Private Asset investments, the guideline acknowledges that commitments to Private Assets, the timing of
their associated cash drawdowns, their associated performance and valuation profiles as well as the performance of the other portfolio
sleeves might lead to short to medium-term variance to this target and, thus, the above guideline seeks to reflect this uncertainty. It is not
the wish of the Board that the Manager divests of Private Assets prematurely should the guideline limit be reached. However, if a guideline
limit breach occurs, the Board will be informed and can opine on the specific circumstances.
Borrowing limits
The Board considers whether returns may be enhanced if the Company introduces leverage at appropriate times. The Company has
access to an unsecured lending facility through its Custodian, Banque Lombard Odier & Cie SA (“Lombard Odier”) subject to there being
sufficient value and diversity within the portfolio to meet the lender’s borrowing requirements. The Manager is able to utilise this facility
as required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the Company’s Net Asset Value,
calculated at the time of draw down.
No amounts have been drawn from this facility during the year.
Investment monitoring and key performance indicators
We recognise that measuring the performance of portfolios is essential to both determining if they are meeting their return targets and
the risks taken in achieving these returns. However, we also passionately believe that the benchmarks and/or comparators against which
portfolios are measured should be appropriate for achieving the end objectives, with poorly chosen benchmarks often encouraging short-
term actions which more often than not are damaging to meeting the longer-term aspirations.
It is for this reason we believe it right to adopt a handful of KPIs rather than a single benchmark. As long-term multi-asset class investors
we are seeking to both preserve and grow the real spending power of our capital over time through the dynamic selection of different
countries, assets and sectors. No one benchmark captures this approach and, indeed, the adoption of a single benchmark may result in
the fund deviating from its longer-term goals in the pursuit of short-term returns. We have recently reviewed and implemented some
changes to our KPIs with those changes becoming effective from 1 April 2026. This reflects the desire to ensure that the KPIs remain
relevant to the way the portfolio is invested and should be seen as an evolution of the current KPIs to reflect the increasingly global nature
in which the Company’s assets are managed.
The Board believes that considering the portfolio performance against the following KPIs will provide a more informed understanding of
the performance of the portfolio and if it is meeting its longer-term objectives:
Objective Original KPI Updated KPI Indices Used
Multi-asset class measure - 60:40 equity bond
composite index
60% MSCI All Country World Index (both
market cap weighted and equally weighted,
converted to GBP): 40% Bloomberg Global
Treasury Net Total Return Index Unhedged GBP
(Bloomberg: NDUEACWF & M1WDEWGT conv
to GBP:I00023GB)
Long-term capital growth Equity market performance No change MSCI All Country World Index (both market
cap weighted and equally weighted to remove
the distorting effect of the M7) (Bloomberg:
NDUEACWF & M1WDEWGT, converted to GBP)
Growing the spending power
of money through time
Achieve higher returns than
inflation (UK)
Achieve higher returns than
inflation (global)
Blended 60% US CPI:40% Euro CPI
(Bloomberg: CPURNSA & EACPI)
Safe return UK gilts Global Treasuries Bloomberg Global Treasury Net Total Return
Index Unhedged GBP (Bloomberg: I00023GB)
The Board regularly, and at least quarterly, reviews the returns and the performance of the Company with the Manager, including an
analysis using the KPIs.
Additionally, whilst not specifically a KPI, the cost of managing the Company is monitored against the NAV (the costs as a percentage of
NAV is also known as the ‘ongoing annual charges percentage’); and the discount/premium the shares sell at in relation to the NAV are
likewise monitored.
The Board of Directors monitors the returns made in absolute and relative terms against the KPIs established. The comparisons are made
over 1, 3, 5 and 10 year time horizons.
35
STRATEGIC REVIEW
i) Shareholders and Company – total returns
Share price total return to 31 March 2026
1 year 3 years 5 years 10 years
Ordinary shares 14.5% 59.5% 44.7% 115.4%
‘A’ non-voting Ordinary shares 23.5% 62.3% 44.0% 116.4%
Portfolio NAV 29.4% 65.5% 68.5% 158.6%
ii) Discount/premium*
A comparison is made between the (discount)/premium of the Company’s two classes of shares and of the Association of Investment
Companies (AIC) average.
(Discount)/Premium to 31 March 2026
1 year
average
3 years
average
5 years
average
10 years
average
Ordinary shares (39.6%) (40.6%) (39.1%) (35.1%)
‘A’ non-voting Ordinary shares (40.5%) (42.2%) (40.3%) (36.2%)
AIC (4.2%) (6.9%) (7.0%) (5.5%)
Whilst there are investment trusts that exhibit one or more similarities to the Company, the Board does not consider the Company to
have any direct peers.
iii) Key performance indicators*
The following are the KPIs the Board uses to assess the returns of elements of the portfolio and of the Company as a whole.
Performance to 31 March 2026 1 year 3 years 5 years 10 years
NAV per share Total Return 29.4% 65.5% 68.5% 158.6%
Original /
Updated 1 year 3 years 5 years 10 years
Multi-asset class
measure
60:40 MSCI ACWI NR (GBP):Bloomberg Global Treasury NR Unhedged GBP
Updated 10.5% 27.3% 34.7% 130.3%
60:40 MSCI ACWI Equal Weighted NR (GBP):Bloomberg Global Treasury NR Unhedged GBP
Updated 10.3% 13.7% 13.0% 71.1%
Long-term capital
growth
MSCI ACWI NR (GBP)
Unchanged 17. 2 % 48.0% 64.3% 214.4%
MSCI ACWI Equal Weighted NR (GBP)
Updated 16.9% 25.4% 28.1% 115.8%
Growing the
spending power of
money through time
UK CPI
Original 3.3% 9.4% 28.9% 40.7%
60:40 US CPI:Euro CPI
Updated 3.0% 8.6% 24.1% 35.7%
Safe return
FTSE UK Gilts All Stocks TR
Original 2.5% 1.3% (19.5%) ( 7. 2% )
Bloomberg Global Treasury NR Unhedged GBP
Updated 0.5% (3.8%) (9.8%) 4.0%
Source: Bloomberg
iv) Ongoing Annual Charges percentage*
To 31 March 2026 1 year 3 years 5 years 10 years
1.1% 1.1% 1.1% 1.1%
The Ongoing Annual Charges percentage is calculated based on the Company’s costs for the year as a percentage of the average NAV for
the period. Only costs which are deemed to be recurring costs related to the operation of the Company are included, as defined by the
AIC. Costs related to the OWHL combination are therefore excluded. Looking forward to the financial year ending 31 March 2027, being
the first full year post-combination, based upon budgeted figures there is an expectation that the Ongoing Annual Charges percentage
will reduce to 1.0%.
The Company continues to produce a Key Information Document (KID) for each of its two share classes based on the Packaged Retail and
Insurance-based Investment Products Regulation (PRIIP). However, as this is no longer a statutory requirement, it is solely for information
purposes and no longer bound by the prescriptive nature of the regulations with regard to how costs are calculated and presented. As
such, the calculation of the costs which are disclosed in the KIDs is now aligned with the table above.
* Note: these are considered to be Alternative Performance Measures. Their definition is included in the Glossary on pages 99 and 100 as is an example of
the calculation behind the Ongoing Annual Charges.
36
Hansa Investment Company Limited Annual Report 31 March 2026
Capital structure
At 1 April 2025, the Company had 40,000,000 Ordinary shares of 1p (1/3 of the total capital) and 80,000,000 ‘A’ non-voting Ordinary shares
of 1p (2/3 of the total capital) each in issue. Following completion of the Company’s combination with Ocean Wilsons on 10 December
2025, the Company’s new issued share capital was 68,264,460 Ordinary shares of 1p (1/3 of the total capital) and 136,528,920 ‘A’ non-voting
Ordinary shares of 1p (2/3 of the total capital) each in issue. As part of the Company’s stated Capital Allocation policy, the Company has
subsequently bought back a number of its shares across both share classes. Therefore, as at 31 March 2026, the Company’s share capital
comprised 67,353,610 Ordinary shares of 1p and 130,163,920 ‘A’ non-voting Ordinary shares of 1p each in issue. The Ordinary shareholders
are entitled to one vote per Ordinary share held. The ‘A’ non-voting Ordinary shares do not entitle the holders to vote or receive notice
of meetings, but in all other respects they have the same rights as the Company’s Ordinary shares. See also Note 11 in the Notes to the
Financial Statements.
Shareholder profile
The Company’s shares owned at 31 March 2026 are as follows:
Ordinary shares ‘A’ non‑voting Ordinary shares
Institutional and wealth managers 26,232,086 38.95% 86,403,778 66.36%
Directors 34,272,871 50.88% 31,962,300 24.55%
Private individuals 5,134,736 7.62 % 11,124,653 8.54%
Other 1,713,917 2.54% 717,189 0.55%
67,353,610 130,207,920
Substantial shareholders
As at 31 March 2026, the Directors were aware of the following interests in the Ordinary shares of the Company, which exceeded 3% of the
voting issued share capital of that class.
No. of voting
shares
% of voting
shares
Victualia Limited Partnership 16,966,458 25.19%
Nomolas Ltd 10,347,125 15.36%
Christopher Townsend 6,029,700 8.95%
These holdings are correct as of 31 March 2026 and have not changed as at the signing date of these Financial Statements.
Hansa Investment Company traces its origins back to 1912 when the Alto Paranà Development Company was launched to develop
forestry in Brazil. Having become an investment trust company in the late-1940s, the Company became closely associated with the
Salomon Family, initially through Sir Walter Salomon, whose family trusts became substantial shareholders. The late-1950s also saw the
acquisition of a significant shareholding of Ocean Wilsons Holdings Limited through the issuance of the ‘A’ non-voting Ordinary shares
by the Company’s predecessor, Hansa Trust. Over the following decades, the Salomon family helped to build the publicly-owned and
independently run investment company we know today, with its focus on delivering reliable long-term asset growth for shareholders.
The wider Salomon family remain significant investors in the Company. William Salomon, Sir Walter’s son, a director of HICL, Chairman
of the Company’s Investment Manager and Senior Partner of the Company’s Investment Advisor, is interested in 16,966,458 of the shares
held by Victualia Limited Partnership, representing 25.2% of the voting share capital. In addition, William Salomon has further interests
in the Company’s shares; the total interest is detailed in the Directors’ Interests section. Christopher Townsend, Sir Walter’s grandson,
also a director of HICL following the Company’s combination with Ocean Wilsons and a Director of the Company’s Investment Manager,
beneficially owns 16,376,825 of the Company’s voting shares held either directly or through Nomolas Ltd, representing 24.3% of the voting
share capital.
Restrictions associated within the share classes
The giving of powers to issue or buy back the Company’s shares requires an appropriate resolution to be passed by shareholders.
Proposals for the renewal of the Board’s powers to buy back shares are set out in the Notice of the Annual General Meeting.
There are: no restrictions concerning the transfer of securities in the Company; no agreements between holders of securities regarding
their transfer known to the Company; and no agreements between the Company and its Directors concerning compensation for loss
of office. Notwithstanding the foregoing, the Company can require any holder of the Ordinary voting shares to transfer some or all of its
shares (or otherwise refuse to register any transfer of shares) to avoid the Company, if the Company were a company which was resident
for tax purposes in the UK, being regarded as a “close company” as defined in s.439 of the UK Corporation Tax Act 2010, to another
person whose holding of such shares, in the sole and conclusive determination of the Board, would not cause the Company to be a close
Shareholder profile
37
STRATEGIC REVIEW
company. Additionally, the Company’s Bye-Laws provide for the voting rights of Ordinary shares to be automatically reallocated to other
shareholders to prevent the Company becoming a close company.
As at the date of signing of the Annual Financial Statements, there have been no disclosures to the Company of changes of interests under
DTR 5.
Board and management shareholdings
Directors’ Interests
The interests of Directors and their connected parties in the Company at 31 March 2026 are shown below:
Ordinary shares
of 1p each
‘A’ non‑voting ordinary shares
of 1p each
J Davie 71,118 0.11% 282,236 0.22%
A Berzins 29,850 0.04% 59,700 0.05%
P Gonçalves 0 0.00% 17,800 0.01%
S Heidempergher 6,400 0.01% 12,000 0.01%
W Salomon 17,788,678 26.41% 16,825,789 12.92%
C Townsend 16,376,825 24.31% 14,764,775 11.34%
Total
34,272,871 50.88% 31,962,300 24.55%
As at the date of signing the Annual Financial Statements, there were no changes to report to the Directors’ holdings.
William Salomon and Christopher Townsend are directors of Hanseatic Asset Management LBG, the Company’s Investment Manager.
William Salomon is also the senior partner of Hansa Capital Partners LLP, the Investment Advisor. During the year, fees payable by
the Company to the Investment Management group which includes HAML and HCP amounted to £4,866,000 (including Investment
Management and Additional Administrative Services Provider (AASP) functions). During the year, no rights to subscribe for the shares of
the Company were granted to, or exercised by Directors, their spouses or infant children.
38
Hansa Investment Company Limited Annual Report 31 March 2026
Stakeholder engagement
As required by the AIC Code, the Board describes below how the Board has sought to promote the Company for the benefit of
its members, how it has taken into account the likely long-term consequences of decisions and how it fosters relationships with
stakeholders. The Company is an investment company with an appointed Investment Manager. As a result, it has no direct employees or
customers. The Board has identified the Company’s shareholders, its Investment Manager, its Additional Administrative Services Provider
and its other key service providers as its key stakeholders.
STAKEHOLDER INTERACTION
Shareholders
The shareholder base is a mixture of private investors, wealth managers and asset managers across both
classes of the Company’s shares. The Board monitors changes in the shareholder base at its Board meetings.
The Company communicates through the publication of Annual and Half-Year Financial Statements,
through detailed quarterly and monthly factsheets, as well as through the Company’s website. The Company
also holds periodic shareholder presentations incorporating presentations by the Board and key service
providers to keep shareholders informed.
The Board seeks to understand the opinions of a wide variety of shareholders. The Company maintains
a dedicated email address for shareholders to contact the Board (HICLenquiry@hansacap.com) and
shareholder correspondence and feedback is a regular item of discussion at Board meetings.
The Company continues to meet shareholders and other interested parties facilitated by its broker, as well
as through direct contact. The Investment Advisor also runs an outreach programme, in conjunction with
an investor relations specialist.
Investors are also kept informed through paid-for editorial pieces and discussion with media organisations.
The Board uses online shareholder presentations to enable shareholders to meet with the Board and
Investment Management group. Whilst the Board believes there is still a place for face-to-face shareholder
updates, the strong attendance at the online events encourages the Board that these online events will
remain a feature of the Company’s shareholder outreach. The next shareholder event is planned for 13
October 2026 as a hybrid online and physical meeting.
Investment Advisor
and AASP
The Board’s main working relationship is with the staff of HCP as the Investment Advisor and the AASP.
HCP is responsible for the Company’s portfolio construction (including asset allocation, stock and sector
selection in accordance with guidelines established by the Board). It is also responsible for administrative
and operational functions including day-to-day oversight of the other key service providers (Administrators,
Custodians, Registrar and Company Secretarial). Successful management of shareholders’ assets by the
Investment Advisor is crucial to enable the Company to deliver its investment strategy and meet its
objective. The AASP also assists with the preparation of the Annual and Half-Year Financial Statements,
as well as Factsheets and website updates. The Board works closely with the AASP to approve disclosures
made via these publications.
Other key service
providers
Key service providers are the Company’s Administrator (Juniper Partners), Custodian (Lombard Odier) and
the Registrar (Computershare Investor Services (Bermuda) Limited). Whilst the Board looks to the AASP
to keep a day-to-day oversight of these providers, they are contracted directly to the Company. As such,
the Board retains ultimate responsibility for their roles. The AASP reports regularly on operational matters.
The Board seeks to visit each provider at least annually for a face-to-face meeting to discuss service levels,
operations and future developments.
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STRATEGIC REVIEW
Main areas of engagement
KEY AREA TOPIC ENGAGEMENT AND OUTCOMES
Investment strategy
and ESG matters
The Investment Strategy incorporates
appropriate ESG considerations. For clarity,
the Company does not purport to be a “Green”
fund. However, through its ESG disclosures and
reporting the actions of its Investment Manager,
it seeks to give clarity to the processes around
assessing the Environmental, Social and/or
Governance aspects to its investment decisions
and ongoing monitoring.
The Board has engaged with the Investment Manager
and encouraged them to develop a responsible
investment policy. The Board notes that the Hanseatic
Group, is a signatory to the UN PRI. The Board
wholeheartedly supports this policy. See page 49 for
further information.
Discount
management and
share buybacks
It is a great frustration to the Board that the
discount has not tightened significantly over
the past year. It is also noted that there has been
general widening of investment trust spreads
due to market volatility and declining retail
participation in the markets.
The Board is mindful of, and regularly considers, the
share price compared to the NAV and related discount.
The Board is of the view that providing transparency
and clarity to investors, as well as promoting demand
for the Company’s shares, should create a positive
impact on the discount for the medium to longer-
term. To this end, the Board continues to develop the
Company’s branding and communications strategy with
shareholders and potential shareholders alike. The aim
is to enhance and broaden the understanding of the
Company, with the ultimate objective of widening the
shareholder base and deepening the market for shares.
The primary objective of the Company is to generate
a good economic return over the medium to long-
term and create a compelling investment proposition
for private investors, enabling them to gain access to
investments not readily available. This in due course
should increase demand for the Company’s shares. Each
investment company must consider its own particular
circumstances and objectives in assessing what is in
the best interests at any particular point in time for the
company and its shareholders. The Board continues to
focus on the construction of a portfolio to create long-
term value including an allocation to Private Equity.
As disclosed to shareholders as part of the Company’s
announcements to the market ahead of its combination
with OWHL, the Company instituted a Capital
Allocation policy on completion of the combination. In
the period from 10 December 2025 to 31 March 2026,
the Company purchased 7,275,850 shares, representing
3.6% of the Company’s share capital and 5.3% if the long-
term shareholdings linked to members of the Salomon
family are excluded. As disclosed in the Chairman’s
Report to shareholders, the Board plans to continue
with this share buyback policy during the year to 31
March 2027.
The Board, together with the Manager and Kepler
Partners, is developing a marketing strategy to
organically grow the shareholder base and increase
interest in the Company’s shares.
40
Hansa Investment Company Limited Annual Report 31 March 2026
KEY AREA TOPIC ENGAGEMENT AND OUTCOMES
Capital structure
The Company has two separate share classes,
both of which are traded on the LSE. The
Ordinary shareholders are entitled to one vote
per Ordinary share held. The ‘A’ non-voting
Ordinary shares do not entitle the holders to
vote or receive notice of meetings, but in all
other respects they have the same rights as
the Company’s Ordinary shares. Consideration
has been given to whether the two share
classes could be merged in some way and
this remains a periodic agenda item for the
Board’s consideration.
The current position of Ordinary and ‘A’ Ordinary share
classes remains unchanged as the majority of Ordinary
shareholders have informed the Board they do not wish
to alter the present structure at the present time.
Dividends
The Board’s stated policy for the year to 31
March 2026, was to pause the payment of any
dividends until the outcome of the proposed
combination with OWHL was known. Further,
should the transaction complete, the Board
committed to institute a Capital Allocation
policy whereby share buybacks of between
2-4% of the Company’s share capital would
commence. The Company only intended to
pay dividends to a level necessary to avoid
being treated as a non-mainstream pooled
investment vehicle.
As noted above, the Company has been buying back
shares regularly since 10 December 2025. In line with
the stated policy, and as disclosed in the Chairman’s
Report, it has also been determined that a dividend
of 2p per share for the year ended 31 March 2026 is
required for the Company to avoid being treated as an
NMPI. This interim dividend is announced at the time of
the release of this Annual Report and will be paid on 21
August 2026.
In future, the Board will keep the Company’s Capital
Allocation and dividend policies under review.
Maintaining levels of
service from service
providers
The Company does not have direct employees.
Rather, its operations are conducted by several
key service providers. The Company enters into
service-level agreements with each provider.
The Board oversees these services to ensure
best practice is followed and that the Company
is receiving a comprehensive service and value
for money.
The independent members of the Board annually
review the performance of the Investment Manager.
Additionally, the day-to-day performance of other
key service providers (Administrator, Custodian and
Registrar) are monitored by the AASP on behalf of the
Board. In addition, there is an annual review of service
providers' annual Controls Audit Reports. Members of
the Board also visit each key service provider annually
to review performance and understand any changes in
their businesses.
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STRATEGIC REVIEW
Notice period for general meetings
The Company’s Bye-Laws permit that the Company’s general meetings (other than AGMs) may be held on 14 days’ notice.
Annual General Meeting
The Company’s Notice of Annual General Meeting is included in this Report.
Authority to repurchase Ordinary and ‘A’ non-voting Ordinary shares
Resolutions will be proposed at the forthcoming AGM, seeking shareholder approval for the renewal of the authority for the Company
to repurchase its own Ordinary and ‘A’ non-voting Ordinary shares. The Company has introduced a Capital Allocation policy which aims
to enhance shareholder returns over time, principally through the implementation of on-market share buybacks of between 2% and 4%
annually of the issued share capital of the Company.
The Company’s Bye-laws allow the Company, with shareholder approval, to purchase and cancel its own shares from time to time.
Therefore, at the AGM the Company will seek the authority to purchase up to:
• 10,096,306 Ordinary shares (representing 14.99% of the Company’s issued Ordinary share capital, the maximum permitted under the
FCA Listing Rules) at a price:
• not less than 1p per share (the nominal value of each share); and
• not more than:
– 5% above the average of the middle-market quotations for Ordinary shares for the five business days preceding the day of
purchase; or
– where a series of transactions have taken place the higher of the last independent trade and current highest independent bid on
the trading venue where the purchase(s) will be carried out; and
• 19,183,665 ‘A’ non-voting Ordinary shares (representing 14.99% of the Company’s issued ‘A’ non-voting Ordinary share capital, the
maximum permitted under the FCA Listing Rules), at a price:
• not less than 1p per share (the nominal value of each share); and
• not more than:
– 5% above the average of the middle-market quotations for the five business days preceding the day of purchase; or
– where a series of transactions have taken place the higher of the last independent trade and current highest independent bid on
the trading venue where the purchase(s) will be carried out.
The authority being sought, the full text of which can be found in the Notice of Meeting, will last until the date of the next AGM.
The Company is seeking authority to use its realised capital reserve to allow repurchase of shares in the market, in accordance with the
Company’s new Capital Allocation policy. The decision as to whether the Company repurchases any shares will be at the discretion of the
Board. Any shares purchased will be held in treasury or cancelled.
The Directors consider that all the resolutions to be proposed at the forthcoming AGM, as set out in the Notice of AGM, are in the best
interests of shareholders as a whole and unanimously recommend all shareholders to vote in favour. Guidance on how to vote at the AGM
can be found in the notes to the Notice of AGM.
If the Board considers a significant proportion of votes have been cast against a resolution at the AGM, the Company will explain, when
announcing the results of voting, what action it intends to take to understand the reasons behind the results of the vote.
42
Hansa Investment Company Limited Annual Report 31 March 2026
The Company has risk management processes in place which enables the Board to identify, assess and manage the principal risks faced
by the Company. Consistent with the AIC Code and UK Corporate Governance Code, these risks are considered to have the potential to
threaten the Company’s business model, future performance/returns, solvency, liquidity, reputation, or regulatory status. An integral part
of this process is the maintenance and ongoing evaluation of the Company’s Risk Assessment & Controls (RAC) Matrix, which identifies
both the risks and associated controls operating within the Company and relevant third-party service providers. To ensure emerging
risks are assessed on an ongoing basis, the Board reviews the RAC Matrix at each Board meeting, considering HICL’s current and future
anticipated risk environment. The Board also receives updates at each meeting from the AASP on operational risk matters. Additionally,
as part of the risk management processes, the Company also annually reviews the Custodian, Administrator and Registrar assurance
reports of their internal controls (e.g. AAF 01/06, AAF 01/20, ISAE 3402). The impact of any exceptions are considered by the Board.
Consideration of the Company’s principal risks and uncertainties, is made in the context of the Company’s stated objective of generating
superior, but sustainable, long-term growth in shareholder value. The main risk being that over the long-term (determined as greater
than five years), shareholders do not make a return from investing in the Company. The Company’s closed-ended fund structure is
also considered to be in alignment with its stated objective, especially within extremely volatile market conditions. This is due to the
portfolio not having to be managed and maintained to manage potential significant redemptions or short-term liquidity needs as
open-ended funds would. Additionally, the closed-ended structure can take advantage of less liquid market opportunities as part of its
portfolio holdings.
The principal risks and uncertainties identified and associated controls in place to manage these risks are described below:
PRINCIPAL RISKS – EXTERNAL CONTROLS TO MITIGATE RISKS
Market risk – long‑term
company share performance
Market risk includes interest rate,
currency, equity, credit, inflation,
concentration, liquidity and macro
geopolitical risks.
The Board:
• has appointed an appropriate Investment Manager and associated Investment Advisor whose
performance for the Company is reviewed and challenged on a quarterly basis;
• has set investment guidelines and restrictions, which are reported against by the Investment
Manager on a monthly basis;
• operates an asset allocation model, which is regularly reviewed and discussed with the
Investment Manager; and
• monitors and discusses portfolio construct and performance quarterly.
Performance risk, share
price, liquidity and discount
monitoring
Low market trading volumes of
Company shares and the discount
to the NAV becoming inherent in the
share price.
The Board:
• regularly reviews the share price, discount level and portfolio performance;
• maintains periodic oversight on shareholder-base;
• actively seeks feedback both directly from shareholders and indirectly through the Company’s
Broker or specific outreach programmes involving the Investment Advisor;
• has the ability to buy-back shares of the Company; and
• initiates strategies to reduce discount over the medium term including investor outreach and
active marketing campaigns to promote the Company.
Tax, accounting, legal and
regulatory risks
Adverse outcomes resulting from
legislative changes to tax, legal and
regulatory requirements. Adverse
outcomes from not meeting ESG
expectations.
The Board:
• obtains regular updates and advice from relevant professional advisers;
• maintains oversight and receives regular reporting on the legislative and regulatory changes,
which impact HICL, as monitored by the AASP;
• maintains the Company’s membership with the Association of Investment Companies;
• has adopted the Investment Manager’s responsible investing policy;
• has set explicit expectations on the integration of ESG considerations within the investment
process;
• continues to develop ESG disclosures in compliance with reporting regulations; and
• receives documented confirmation of the Investment Manager’s adherence to relevant
regulatory requirements and emerging sanction risks.
Reputational risk
Negative behaviours, publications
or market sentiment impacting the
reputation of the Company.
The Company:
• requires the annual selection of Board members, all of whom must have a commitment
to governance;
• has direct oversight of the Investment Manager and Advisor;
• communicates with investors and the public in a clear and transparent manner; and
• has set pre-approval procedures for accuracy and reliability of such information.
Principal risks
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STRATEGIC REVIEW
PRINCIPAL RISKS – INTERNAL CONTROLS TO MITIGATE RISKS
Operational risk
Risks associated with process,
system and control failures
including those associated with
the Company’s third-party service
providers.
Operational areas considered
includes Liquidity, Safeguarding
of Assets and Reliability of
Financial Reporting.
• Pre-approval processes are in place prior to the publication of any financial information.
• Identification and certification of key controls by AASP compliance team.
• Due diligence is undertaken prior to appointing all service providers in a process overseen by
the Board’s Management Engagement Committee. Regular performance reviews of third-party
providers are made and, where relevant, the Company annually requests independent service
provider assurance reports on the operating effectiveness of their internal controls.
• An overdraft facility provides a contingency for any short-term liquidity shortfall. A pre-approval
payment process is in place as part of an overall cash management process.
• An independent Custodian is appointed to safeguard the Company’s assets. This Custodian is
bound by regulatory and legal contractual obligations and liabilities. Regular reconciliations
are undertaken to ensure accuracy of records.
Gearing/balance sheet risk
Risk of over-gearing the balance
sheet and creating financial stress
on the Company.
• A maximum limit on the overdraft facility is in place.
• Any increase in overdraft or credit facility requires Board pre-approval.
Insurance
The Company, through its Bye-laws, has indemnified its Directors and Officers to the fullest extent permissible by law. During the year the
Company also purchased and maintained liability insurance for its Directors and Officers.
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, including
its financial position, are set out in the Chairman’s report and the Investment Manager’s report within this Annual Report.
After due consideration of the Balance Sheet, estimated liabilities for the 12 months following the signing of this Report and having
made appropriate enquiries, the Directors have concluded the Company is a going concern and has adequate resources to continue in
operational existence for at least 12 months from the date of these accounts. Assets of the Company consist of securities, the majority
of which are traded on recognised stock exchanges, or open-ended funds run by established managers. The Financial Statements are
prepared on a going concern basis.
Longer-term viability statement
In addition to the Statement of Going Concern, the Directors are also required to make a statement concerning the longer-term viability
of the Company. The Directors consider 12 months to be a relatively short time frame when considering performance and look to the
longer-term for both the performance and risks associated with the Company. The Directors consider a period of five years to be a more
representative period, which aligns with the Investment Advisor’s longer-term horizon. This period is sufficiently long to manage short-
term market volatility and allow longer-term performance to work through. The Board continually monitors the Investment Strategy and
Investment Guidelines issued to the Investment Manager and directs the Investment Advisor to target long-term capital preservation.
Further, whilst the Board has sanctioned the use of gearing, the facility available to the Manager is relatively small compared to the NAV
of the Company. Finally, a number of the more significant costs in each financial year are contracted to be calculated on the basis of the
underlying NAV of the Company. As such, in a period of negative portfolio performance, the cost base should also fall.
Barring unforeseen circumstances and taking account of the Company’s current position, the principal risks, the longer-term strategy
for the portfolio, including a diversified and liquid asset base and the lack of gearing, the Directors confirm they have a reasonable
expectation that the Company will continue to operate and meet its liabilities as they fall due for the next five years.
44
Hansa Investment Company Limited Annual Report 31 March 2026
45
Governance
The Board of Directors
Jonathan Davie
Chairman
Pedro Gonçalves
Remuneration Committee Chair
Andrey Berzins
Management Engagement
Committee Chair
Board members are
selected based on
their individual and
complementary skills
and experience and
their ability to commit
sufficient time to drive
the Company’s success.
The Directors who
served the Company
during the year to
31 March 2026 are:
Jonathan became Chairman of
Hansa Investment Company at the
inception of the Company in June
2019. Jonathan also served as Chair
of the Company’s Management
Engagement Committee until
January 2026 when this role passed
over to Andrey Berzins. He was
a director of Hansa Trust from
January 2013 until its liquidation
in November 2021. Jonathan was
formerly an active partner of First
Avenue Partners, an alternatives
advisory boutique.
Jonathan qualified as a Chartered
Accountant and then joined George
M. Hill and Co. and became an
authorised dealer on the London
Stock Exchange. The firm was
acquired by Wedd Durlacher
Mordaunt and Co. where Jonathan
became a partner in 1975. He was the
senior dealing partner of the firm on
its acquisition by Barclays Bank to
form BZW in 1986.
Jonathan developed BZW’s Fixed
Income business prior to becoming
chief executive of the Global
Equities Business in 1991. In 1996
he became deputy chairman of
BZW and then vice chairman of
Credit Suisse First Boston (CSFB)
in 1998 on their acquisition of most
of BZW’s businesses. He focused on
the development of CSFB’s Middle
Eastern business. He retired from
CSFB in February 2007.
Andrey become a Director of
the Company following the
combination with Ocean Wilsons
in December 2025. In January
2026, Andrey became Chair of
the Company’s Management
Engagement Committee. Prior
to the combination, he was an
independent non-executive director
of Ocean Wilsons from 2014 until
its combination with the Company.
Andrey was also the senior
independent director, and chairman
of the audit and risk committee, of
Ocean Wilsons.
Andrey is a member of the Institute
of Chartered Accountants in England
and Wales and holds a degree in
statistics from the University of
Bath. He has extensive experience
of the Asian private equity industry,
having been managing director
of the Asian private equity arm of
the French based Compagnie de
Suez and Banque Indosuez groups.
Until December 2025, Andrey was
also an independent non-executive
director of several investment funds
domiciled in Luxembourg managed
by the Aberdeen group.
Pedro became a Director of the
Company on 6 February 2025.
In January 2026, Pedro became
Chairman of the Company’s
Remuneration Committee. Pedro
brings a wealth of experience to
the Board. He has been managing
director of Movendo Capital BV
for the past nine years. Movendo
Capital BV is an investment holding
company focusing on growth and
private equity investments. Pedro
has worked in a number of roles
in the Financial Services for 21
years including asset management,
insurance, banking and investment
strategy. During this period, Pedro
was seconded into the Portuguese
Government as the Secretary of
State of Innovation, Investment and
Competitiveness from 2013 to 2015.
Currently, Pedro is an industrial
advisor to EQT Partners SE and a
director of at BIAL SA, Pragosa SGPS,
INDOB SGPS and Advastore SE. He is
also chairman of NovaForum (Nova
Business School) and the Honorary
Consul of Singapore in Portugal.
Pedro graduated in Economics from
Universidade Católica Portuguesa,
holds a Masters Degree in Economics
(MSc) from Glasgow University and
an MBA from Nova Business School.
46
Hansa Investment Company Limited Annual Report 31 March 2026
Simona Heidempergher
Nomination Committee Chair
Senior Independent Director
Richard Lightowler
Audit Committee Chair
William Salomon
Non-Independent Director
Christopher Townsend
Non-Independent Director
All Directors will retire at each AGM and offer themselves for consideration for re-election. The Board recommends the re-appointment
of each of the seven Directors who have put themselves forward, based on their continuing contribution to the Company and its
shareholders. The service contracts between the Company and each of the Directors do not allow for any compensation payment in the
event of loss of office.
Simona became a Director of the
Company in June 2019. She is chair
of the Nomination Committee
and is also the Company’s Senior
Independent Director. Simona
also served as the Chair of the
Remuneration Committee during
the year until January 2026 when,
following the combination with
Ocean Wilsons, the responsibility
was passed to Pedro Gonçalves.
Simona has extensive experience
as an executive and non-executive
director across multiple jurisdictions.
For the past 23 years, she has
been a director of Merifin Capital,
an established, privately-owned
European investment company.
Prior to this she had roles as Vice
President Investments at CDB
Webtech, a listed investment vehicle;
as research associate at Heidrick &
Struggles, a leading executive-level
search and leadership consultancy
firm; and as project coordinator
at Ambrosetti Group, an Italian
consulting company.
Currently, Simona is the chair
of the board of directors of the
Stramongate Group, a Luxembourg
public company. She is also a
director of Furstenberg SIM.
Previously, Simona was a director of
The European Smaller Companies
Trust, a Janus Henderson Asset
Management Investment Trust listed
on the London Stock Exchange;
and director of Industrie Saleri Italo
S.p.A., a private Italian company in
the automotive supplier sector.
Richard became a Director of the
Company in June 2019 and chairs
the Audit Committee. He is an
experienced non-executive director.
Richard was previously a partner
of KPMG in Bermuda for 20 years
where he was head of the firm’s
Insurance Group in Bermuda for 15
years, a member of the firm’s Global
Insurance Leadership Team and
Global Lead Partner for a number of
large international insurance groups
listed on the New York and London
Stock Exchanges.
Richard has significant regulatory
experience, having previously advised
the Bermuda Monetary Authority
and worked with clients regulated by
the Prudential Regulation Authority,
Financial Reporting Council, and
Financial Conduct Authority, as well
as other international regulators.
He also has extensive experience in
risk and corporate governance and
significant transaction experience.
Richard is based in Bermuda.
Richard also holds non-executive
directorships with Geneva Re,
Oakley Capital Investments and
Conduit Holdings Limited. Richard
was previously a director of Aspen
Insurance Holdings.
William became a Director of
the Company in June 2019. He
was a Director of Hansa Trust
from 1999 until its liquidation in
November 2021. He has a significant,
long standing, investment in
the Company.
William’s experience in investments
and finance is important to
the Board in developing and
monitoring investments in special
investment themes.
William is the chairman of Hanseatic
Asset Management LBG, the
Company’s AIFM and Investment
Manager, senior partner of Hansa
Capital Partners LLP, Additional
Administrative Services Provider to
the Company and the Investment
Advisor to HAML. William was
formerly the deputy chairman
of Ocean Wilsons when it was a
separate listed company prior to
the combination in which he also
had a significant, long standing,
investment. Prior to its sale to SAS
Shipping Agencies, which completed
on 4 June 2025, William was also a
director of Ocean Wilsons’ Brazilian
listed subsidiary Wilson Sons
Holdings Brasil S.A. William was
formerly the vice chairman of Close
Asset Management Limited and
chairman of the merchant bank Rea
Brothers PLC.
Christopher become a Director
of the Company following the
combination with Ocean Wilsons.
He was a non-independent director
of Ocean Wilsons from 2012 until its
combination with HICL. He has a
significant, longstanding investment
in the Company including having
been a significant investor in Ocean
Wilsons prior to the combination.
Christopher is also a director of
Hanseatic Asset Management
LBG, the Investment Manager of
the Company. Christopher is a
qualified solicitor. He has an MA
from Peterhouse, Cambridge and an
MBA from London Business School.
He previously worked as a principal
in the investment team at Coller
Capital Limited and as a solicitor at
Ashurst Morris Crisp.
47
GOVERNANCE
This section explains how the Board has organised the Company
and how it is operated on a day-to-day basis to seek to deliver
its objectives.
Board and Committees
The Board
The Board is formed of seven Directors with a complementary
mix of skills and experience to lead the Company. The individual
biographies of each are set out on pages 46 and 47. Five
Directors are deemed independent. William Salomon is the
Chairman of the Company’s Investment Manager and the Senior
Partner of the Company’s Investment Advisor and, therefore, is
deemed non-independent. Christopher Townsend is a Director
of the Investment Manager of the Company and therefore also
deemed non-independent. All the Directors have significant and
relevant experience and there is significant share ownership in the
Company’s shares amongst the Directors.
The Board believes that the Company’s purpose, values and
strategy are clear: to create long-term growth of shareholder value.
The Board fosters a culture that is open to new ideas and is able
to influence its service providers through effective challenge and
regular robust review of performance. The Board sets the standard
for openness and professionalism that the Company’s key service
providers follow. In particular, there is regular interaction between
the Board and the Company’s Investment Advisor and also the
Additional Administrative Service Provider for day-to-day liaison
with other service providers.
The Directors confirm they have sufficient time to meet their
responsibilities. Directors consult with the Company before
accepting other appointments, to confirm capacity to do so and
that no conflict exists. In considering appointments and potential
conflicts of interests the Board considers the available time each
Director has to commit to the Company. Each Director retires
annually and is subject to re-election by shareholders at the AGM.
Chairman and Senior Independent Director Roles
The Chairman is Jonathan Davie. The Chairman is responsible
for providing effective leadership to the Board, by setting the
tone of the Company, demonstrating objective judgement and
promoting a culture of openness and debate. The Chairman
promotes and encourages active participation from all Directors at
Board meetings. The culture of open and honest communication
and forthright discussion means no individual or small group
dominate decision making. The Chairman also engages with
major shareholders and ensures all Directors understand
shareholder views.
Simona Heidempergher has been appointed as the Senior
Independent Director. The Senior Independent Director acts as a
sounding board for the Chairman and serves as an intermediary
for other Directors and shareholders when concerns cannot be
addressed through normal channels. She also leads the evaluation
of the Chairman’s performance and ensures strong governance and
effective Board dynamics.
The Committees
There are four Board committees: Audit, Nomination, Management
Engagement and Remuneration. The terms of reference for each
of the Committees are available on the website. The Directors
consider that, in order to fulfil their responsibilities as the Directors
of the Company, they should all be members of every sub-
committee where possible. Where a Director cannot be a member
of a committee, they should attend the meetings unless a conflict
exists and it would be inappropriate for them to be present.
Audit Committee
Richard Lightowler is the Chairman of the Audit Committee. The
Audit Committee consists of all independent Directors of the Board.
The Audit Committee exists to assist the Board in the financial
and narrative reporting of information relating to the Company,
the review of the Internal Controls and Risk Management systems,
the oversight of the Company’s annual audit and assessment of
the independence, performance and quality of Company’s external
auditor PricewaterhouseCoopers LLP. The Committee meets at least
twice a year – timed to review the Annual and Half-Year Financial
Statements prior to their approval and release.
The AIC Code of Corporate Governance (“the AIC Code”) indicates
that all independent Directors can be members of the Audit
Committee including, if agreed by the Board, the Chairman of the
Board provided they were independent on appointment. The Board
is of the opinion that, particularly as the Company has relatively
few Directors, shareholders benefit from the views of all Directors.
Therefore, Jonathan Davie, as Chairman of the Board, is also a
member of this Committee. The Board further acknowledges that
the AIC Code states all Committee members should be independent.
Therefore, William Salomon and Christopher Townsend are not
members of the Committee although attend as a non-members.
The Committee reports its recommendations to the Board for
final approval.
See page 63 for the Audit Committee Report
Nomination Committee
Simona Heidempergher is the Chairman of the Nomination
Committee. All independent members of the Board are members
of the Nomination Committee. William Salomon and Christopher
Townsend attend the Committee but neither is a member.
The Committee reviews the structure, size and composition
(including the skills, knowledge and experience) and effectiveness
of the Board annually and makes recommendations to the Board
with regard to any changes, as necessary. The Company believes
a diverse Board brings many benefits and, as such, there is no
restriction placed on Board membership. Inclusivity, diversity, variety
of experience and personal strengths are all incorporated in the
decision making for director selection and succession planning. The
decision to propose directors for Nomination at the AGM is made by
the Nomination Committee.
The Nomination Committee also considers succession planning
of directors, taking into account tenure and performance of board
members as well as challenges and opportunities facing the
Company, and what skills and expertise are, therefore, needed on the
Board in the future. If a skills-gap or pending vacancy is identified,
the Committee is responsible for identifying and nominating
Organisation and objectives
48
Hansa Investment Company Limited Annual Report 31 March 2026
candidates to fill Board vacancies as and when they arise. The
Company will appoint an external Executive Search agency to
assist the Nominations Committee with the appointment of
a director. The Executive Search agency will be briefed on the
Company’s policy for board composition before any search.
See page 60 for the Nomination Committee Report.
Management Engagement Committee
The Committee is chaired by Andrey Berzins who was appointed
as its Chair on 1 January 2026 in a restructure of roles following
the combination with Ocean Wilsons. Prior to that, Jonathan
Davie chaired the committee. All independent members of the
Board are members of the Management Engagement Committee.
The Committee has two primary roles. Firstly, to review the
functional and operational performance of the Investment
Manager with reference to the Company’s investment policy.
Secondly, to review annually the performance of any other key
service providers to the Company.
The level of management fees, level of service provided and
the performance of the Investment Manager are reviewed on
a regular basis to ensure these remain competitive and in the
best interests of shareholders. The Board, after the annual
recommendation of this Committee, considers whether the
engagement of the Investment Manager is in the best interests
of the shareholders. The Committee members also carry out
periodic visits to the key service providers, as well as seeking
feedback on the performance of other service providers from the
Additional Administrative Service Provider. As non-independent
directors, William Salomon and Christopher Townsend attend
the committee as non-members to hear the discussions regarding
the key service providers other than the Investment Manager.
The Committee reports its recommendations to the Board for
final approval.
Remuneration Committee
The Committee is chaired by Pedro Gonçalves who was
appointed as its chair on 1 January 2026 in a restructure of roles
following the combination with Ocean Wilsons. Prior to that,
Simona Heidempergher chaired the committee. All independent
members of the Board are members of the Remuneration
Committee. William Salomon and Christopher Townsend attend
the Committee meetings but neither is a member. The Committee
is responsible for the broad policy for the remuneration of the
Company’s Chairman and non-executive Directors pursuant to
the Company’s Bye-laws. The Committee takes into account all
factors which it deems necessary. When setting the remuneration
policy for Directors, the Committee reviews remuneration
trends across the wider industry, including the use of external
independent surveys, and considers the ongoing appropriateness
and relevance of the remuneration policy. The level of directors’
fees should be set at a level which attracts and retains high calibre
candidates. Fees are monitored against external benchmarks
taking specific note of each Director’s duties, time commitments
to properly fulfil all obligations and duties and also relative to
other comparable companies in comparable jurisdictions. No
Director sets their own individual remuneration.
The Committee reports its recommendations to the Board for
final approval.
See page 56 for the Directors’ Remuneration Report.
Long-term impact of decisions – ESG matters
In the natural positive progression of HCP’s commitment to further
integrating ESG and climate relevant considerations within its
investment process, the Hanseatic Group, of which the Investment
Manager and Investment Advisor are both members, has become a
signatory of the United Nations supported Principles for Responsible
Investment (UN PRI).
With ever-growing global concerns and developments surrounding
matters such has climate change, social inequalities and ethical
corporate strategy and governance, the Board believes there is a
communal duty for meaningful and effective action to be taken and
are committed to doing so. It is the Board’s belief that responsible
investing and a well-run sustainable business model aids in generating
superior long-term returns.
The Board is responsible for the Company’s ESG policy. In 2020, the
Board adopted the Investment Advisor’s Responsible Investment
Policy, which is applied to all Company investments in funds and
companies, in both public and private markets. In line with the
evolving nature of ESG’s integration within financial services, the
Manager continues to review and develop their policy of responsible
investing within their investment process. This involves ensuring
environmental, social and governance factors are integrated
throughout the investment management process, including within the
due diligence, decision-making and investment monitoring processes.
As long-term investors, the Investment Advisor has a natural desire
to be a responsible investor and a good corporate citizen. HCP’s
approach begins by communicating its expectations to fund and
company investments that they should take ESG issues seriously,
clearly report on them, be responsible owners and to continuously
show positive indicators of aspiring to do the right thing.
HCP does not operate an exclusionary policy, as excluding whole
sectors or countries is not a sustainable, or reasonable approach to
its investment activities. Each fund manager or company is assessed
as an individual, taking into account the sector and country within
which they operate and their direction of travel in ESG enhancements.
HCP seeks to ensure that all investee managers and companies
are thinking longer term and that they are also thinking about
their longer-term impacts across the spectrum of their business.
This certainly includes the negatives – such as understanding how
companies are lowering their carbon emissions, ensuring they are
not using forced or child labour in their supply chains, taking care
not to deplete natural resources, or be involved in deforestation.
But it also includes the positive impacts, for example, knowing if
a company is taking advantage of the opportunities it may have
from climate change by developing greener energies, recycling used
clothing, or designing biodegradable fabrics. HCP’s involvement with
the managers and companies is ongoing and pushes them to manage
the risks and take advantage of the opportunities in a tailored and
considered manner. A manner that reaps longer-term benefits for the
Company, as well as the environment and the greater society.
The Board is pleased to report that the Manager has received very
positive feedback on their third submission to the UN PRI, made
in summer 2025, for both their policies and approach adopted. At
the time of publication of this Report, the Hanseatic Group is in the
process of preparing its 2026 submission to the UN PRI.
49
GOVERNANCE
Fund investments
HCP seeks to invest in funds who are responsible owners of their
investee companies, have specific consideration as to how their
investee companies manage their ESG responsibilities and seek
to engage with those company boards, if they are failing in their
duties. Where a manager is not living up to these standards, HCP
will first seek to engage the management team and encourage
improvement. If the managers engagement is weak, or if the
communicated concerns are not sufficiently addressed and their
positive commitment to do so is not apparent, HCP’s ultimate
action would be to reduce the current investment, exit, or not
invest in the first place. Whilst HCP does not seek to exclude fund
managers that invest in sectors such as energy or countries such
as China, it would, however, expect such managers to properly
articulate how they operate in such areas and manage the potential
ESG considerations. HCP’s investment philosophy favours those
fund managers who are typically long-term in their approach and
seeks to invest in high-quality, well-managed companies that are
often higher-returning. As a result, although we do not set limits,
there is a natural bias away from those companies and sectors that
score less well on ESG metrics.
Company investments
When considering direct equity investments HCP seeks to ensure
that company management teams are responsible custodians of
their businesses, report clearly on ESG metrics and seek to improve
on those areas in which they are lagging.
Taskforce on Climate-Related Financial Disclosures
As a closed-ended investment company, HICL is exempt from the
annual reporting requirement to publish statements in line with
the Taskforce on Climate-Related Financial Disclosures’ (TCFD)
framework of recommendations and recommended disclosures.
However, considering the Board and the Manager’s approach
to responsible investing in conjunction with the Company’s
core investment objective to generate superior, but sustainable,
medium to long-term growth in shareholder value, we have
elected to provide relevant information on our approach to the
TCFD recommendations.
Governance
Strong corporate governance practices are intrinsic to how the
Board operates. The Board oversees a long-term and sustainable
approach to business strategy of the Company. This in part is
done by adopting a Responsible Investment Policy, which aims to
integrate sustainability, climate-related risks and opportunities,
social responsibility and strong governance into the Company’s
investment process. This is consistent with HCP’s approach to its
ESG assessment of fund managers and company investments.
Risk Management
Climate-related risks within the Company’s investments are
identified, assessed and managed by HCP as the Investment
Advisor. As part of the portfolio risk management and monitoring
process, HCP combines long-term and purpose-driven engagement
with underlying fund managers and companies, active voting
and setting a clear escalation framework. This approach aims
to identify and address climate-related issues and minimise
systemic risks that may impact the assets within the portfolio.
Engagement can take several forms, including regular and ad hoc
meetings with management, formal written correspondence, or the
Investment Advisor participating in relevant shareholder votes for
current investments.
Strategy
The Company’s strategic objective is to grow its net assets
over the medium to long-term by investing in a diversified and
multi-strategy portfolio. In line with this objective, the Board
are responsible for pursuing the growth of shareholder value.
Responsible investment and the integration of ESG risks and
opportunities within the investment process is aligned with the
Company’s values and heritage. HCP becoming a signatory to UN
PRI is part of our overall strategy.
Metrics and targets
In relation to the Investment Advisor’s investment process, a
more holistic approach is taken by assessing an investment by
their intent and direction of travel, rather than purely by specific
targeted metrics. The ESG assessment of a fund manager or
company will involve HCP developing a view by utilising their
published ESG reporting, the information received through the due
diligence and engagement processes and other external research.
The Company has no material information to report in relation to
metrics and targets.
Environmental charitable support
The Board has continued to sponsor the Blue Marine Foundation,
an environmental charity with direct relevance to Bermuda,
our country of domicile. Given its island status, Bermudians are
more aware than most of the marine environment. Marine life
is under threat from climate change, acidification of the sea,
pollution and invasive species. But these threats are compounded
by overfishing, which strips the ocean of life, and so reduces its
capacity to produce oxygen, absorb carbon dioxide and regulate
the climate. It’s estimated that almost 94% of commercial fish
stocks are fully or overexploited and 90% of large, predatory fish
are gone. Overfishing therefore represents a major threat for the
food security of millions and could have devastating consequences
for Earth’s climate if these ecosystems fail. Amongst many worthy
organisations, the Blue Marine Foundation is an environmental
charity dedicated to restoring the ocean to health by addressing
overfishing and supporting marine conservation projects. The
ocean is the world’s largest carbon sink: by combating overfishing
and the associated impact on the wider marine environment, the
Blue Marine Foundation aims to help life in the ocean perform
its vital function of stabilising the Earth’s climate. By partnering
with the Foundation, the Company supports their work around
the world ultimately benefiting us all and, in particular, maritime
communities like Bermuda. The Company has committed to a
charitable gift of £15,000 per annum towards Blue Marine’s work.
Streamlined Energy and Carbon Reporting (SECR) and
Greenhouse Gas Emissions (GGE)
The Company has no direct greenhouse gas emissions to report
from the day-to-day operations of its business. However, as noted
above, the attendance of Directors at Board meetings in Bermuda
means travel related carbon emissions which are “Scope 3 Indirect
Emissions” for the purposes of the SECR. The Board has further
estimated the emissions associated with the flights to be in the
region of 120 tonnes of CO2 in any ‘normal’ year.
Social, Community, Human Rights, Employee
Responsibilities Policy
The Company does not have any employees. The Company has
no direct social, community or human rights impact. Its principal
responsibility to shareholders is to ensure the investment portfolio
is properly invested and managed.
50
Hansa Investment Company Limited Annual Report 31 March 2026
Service providers
Service Provider Policy
The Company has no employees and operates through third
party service providers. The Board has contractually delegated
to external organisations the management of the investment
portfolio, the custodial services which include safeguarding of the
assets and the day-to-day accounting and company secretarial
requirements. Each of these contracts is only entered into after
proper consideration of the quality and cost of services, which are
regularly reviewed and monitored.
Following the combination with Ocean Wilsons, the key service
provider relationship to the Company is the Hanseatic Group
comprising Hanseatic Asset Management LBG as both Investment
Manager and AIFM and Hansa Capital Partners as the Investment
Advisor and AASP to the Company.
The Board carries out the following activities as part of its oversight
of third-party service providers:
Monitors performance, costs and commitment to a
successfully implemented controls environment
The Board, at its regular meetings, reviews reports prepared by
both the Investment Manager and the Administrator, which enable
it to monitor the performance and costs of the third-party suppliers
to the Company. The AASP has an ongoing dialogue with each
provider to monitor their processes and systems and, in addition,
members of the Board meet with key providers at least annually to
discuss performance.
Monitors Investment Advisor performance
The Board reviews reports prepared by the Investment Advisor
at its regular meetings, which enables it to monitor the
investment performance, risks and returns. The Investment
Advisor attends each Board meeting where there is an active
dialogue on performance, process, risks and opportunities and
governance matters.
The Board identifies key controls and regularly monitors them
through compliance reports on control effectiveness.
Determines investment strategy, guidelines and restrictions
The Board determines the investment strategy in conjunction with
the Investment Advisor. The strategy is monitored regularly with
adjustments made as required.
The Board issues formal investment guidelines and restrictions;
compliance with these is reported by the Investment Advisor’s
compliance officer quarterly and is also monitored independently
by the Administrator.
Determines gearing levels and capital preservation through
the use of hedging instruments
The Board, taking account of advice from the Investment Advisor,
determines the maximum level of borrowings the Company
will undertake. The Company will not invest in derivatives for
speculative gain, but may use derivatives for efficient portfolio
management and hedging purposes.
The providers
Investment Manager, Investment Advisor and Additional
Administrative Services Provider
Following the combination with Ocean Wilsons, the Hanseatic
Group provides the following services to the company: Hanseatic
Asset Management LBG (HAML) based in Guernsey acts as both
Investment Manager and AIFM to the Company. Hansa Capital
Partners LLP in London as the Investment Advisor and AASP to
the Company.
Hansa Capital Partners LLP is primarily responsible for all assets in
the portfolio. The Board is in regular contact with the investment
team at HCP which is led by Alec Letchfield. Additionally,
Alec Letchfield is invited to quarterly meetings of the Board to
formally present portfolio updates and discuss market trends. The
Investment Advisor’s detailed review of the year can be found on
page 10.
HAML charges an investment management fee to the Company.
The Investment Management fee was restructured as part of
the combination with Ocean Wilsons which completed on 10
December 2025. Prior to the completion of the transaction,
HCP acted as Investment Manager and charged an Investment
Management fee at an annual rate of 1% of the net assets of the
Company (after any borrowings) and after deducting the value of
the Company’s investment in Ocean Wilsons, on which no fee was
payable as the asset was sole responsibility of the Board. Following
the combination, the Investment Management fee is now levied at
a tiered annual rate based on the value net assets of the Company
(after any borrowings) with Net Assets up to £500m being charged
at 0.8% and then assets above £500m being charged at 0.7%. The
combination with Ocean Wilsons led to a much larger Company
with Net Assets of c £1bn. The financial year to 31 March 2026 is a
transition year with circa nine months under the previous regime
and the final three months under the new. The total Investment
Management fee charged for the year ended 31 March 2026 was
£4,866,000 (year ended 31 March 2025: £3,346,000). Prior to the
combination, Hanseatic Asset Management LBG separately
charged an investment management fee to the investment
subsidiary of Ocean Wilsons.
The terms of the Investment Management Agreement permit
either party to terminate the agreement by giving to the other not
less than 12 months’ notice, or such shorter period as is mutually
acceptable. There is no agreement between the Company and
the Investment Manager concerning compensation in respect
to the termination of the agreement. In its annual assessment
of the Investment Manager, the Board concluded that, because
of the skills and experience of the management team it is in
the best interest of shareholders that the Investment Manager
remains in place under the present terms. Details of the fees
paid to the Investment Manager can be found in Note 3 to the
Financial Statements.
HCP also acts as the AASP to the Company. This role ensures a
number of the day-to-day processes for the Company are carried
out, as well as providing oversight of, and a liaison between, a
number of the Company’s service providers and the Company
itself. HCP is paid £115,000 per annum for this service (year ended
31 March 2025: £115,000).
51
GOVERNANCE
Alternative Investment Fund Manager
As a Bermudan resident, the Company is a non-UK Alternative
Investment Fund (AIF) under the UK Alternative Investment Fund
Manager’s Directive (UK AIFMD). As such, the Company and the
AIFM are subject to a more limited set of UK AIFMD requirements,
which are largely in relation to marketing the Company’s
shares into the UK. The Company appointed Hanseatic Asset
Management LBG, with effect from 29 August 2019, to act as its
AIFM and, following the combination, HAML continues to perform
this role, with responsibilities for the Portfolio Management and
Risk Management functions. Prior to the combination, the AIFM
had delegated the provision of Portfolio Management services
to Hansa Capital Partners LLP, but remained responsible for the
Risk Management function. Following the combination, HAML
continues as AIFM but now acts as the Investment Manager as
well. HAML does not charge a direct fee for its AIFM services,
although it does recharge any third-party fees incurred.
Independent Auditor
The Company’s independent Auditor is PricewaterhouseCoopers
LLP (“PwC UK”), a firm registered in the United Kingdom. Auditor
independence rules restrict the amount and type of non-audit
related work that can be performed by a company’s auditor. Any
non-audit related work must be pre-approved by the Board. PwC
UK did not provide any non-audit services in the year. Further
information is given on pages 63 and 64.
Company Secretary
The Company has engaged Conyers Corporate Services (Bermuda)
Limited (“Conyers”) as its Company Secretary. During the year to
31 March 2026, Conyers charged £20,000 (year ended 31 March
2025: £15,000).
Administrator
The Company engaged Juniper Partners as its Administrator with
effect from 1 April 2025. The Administrator has charged £369,000
for the year ended 31 March 2026 (year ended 31 March 2025:
£165,000 charged by Apex Fund Administration Services (UK)
Ltd). This includes services preparing for the combination of the
Company with Ocean Wilsons.
Custodian
The Company has engaged Banque Lombard Odier & Cie SA as
the Company’s Custodian. During the year to 31 March 2026,
Lombard Odier charged £239,000 for the custodial service (year
ended 31 March 2025: £205,000). The fee increase reflects the
additional funds under management. Lombard Odier was also
custodian to the investment subsidiary of Ocean Wilsons prior to
the combination.
Registrar
The Company has engaged Computershare Investor Services
(Bermuda) Limited (“Computershare”) as the Company’s Registrar.
During the year, the total Registrar charges were £102,000 for the
year ended 31 March 2026 (year ended 31 March 2025: £61,000).
52
Hansa Investment Company Limited Annual Report 31 March 2026
Corporate Governance Code
The Board is committed to achieving and demonstrating high
standards of corporate governance. The Company Secretary
and AASP support the Board in identifying and monitoring all
governance matters.
Compliance with the AIC Code
The Board has considered the Principles and Provisions of the AIC
Code of Corporate Governance issued is August 2024 (the “AIC
Code”). The AIC Code addresses the Principles and Provisions
set out in the 2024 UK Corporate Code, as well as setting out
additional Provisions on issues that are of specific relevance to
the Company.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the FRC
in the UK, provides more relevant information to shareholders. The
AIC Code is available on the AIC website (www.theaic.co.uk). It
includes an explanation of how the AIC Code adapts the Principles
and Provisions set out in the UK Code to make them relevant for
investment companies.
During the year the Company has complied and continues to
comply with the Principles and Provisions of the AIC Code. A
detailed description of the Company’s governance arrangements,
including the structure and composition of the Board and its
Committees is contained on pages 48 to 49 above.
Internal Controls
The AIC Code and the FCA’s Disclosure Guidance and
Transparency Rules requires the directors of UK listed companies
to review the effectiveness of the company’s risk management
and system of internal controls on an annual basis. The Board
is committed to sound corporate governance, robust risk
management processes and effective systems of internal controls.
The Board reviews and considers the effectiveness of internal
controls regularly and review exception reporting at least quarterly.
The Directors, through the procedures outlined below, keep the
system of risk management and internal controls under review.
The Board recognises its ultimate responsibility for the
Company’s system of risk management and internal controls
and for monitoring their effectiveness. In order to perform this
responsibility the Board receives regular reports on all aspects
of risk management and internal control from the Company’s
service providers (including financial, operational and compliance
controls, risk management and relationships with other service
providers); the Board will instigate necessary action in response to
any significant failings or weaknesses identified by these reports.
Further details on the oversight of the Company’s internal control
and risk management system are set out in the Audit Committee
Report on pages 63 to 64.
Financial Reporting
The Board has a responsibility to present a fair, balanced and
understandable assessment of annual, half-year and other price
sensitive public reports and reports to regulators, as well as
to provide information required to be presented by statutory
requirements. To ensure this responsibility is fulfilled, all such
reports are reviewed and approved by the Board prior to their issue.
The Board confirms there have been no other specific events since
31 March 2026, of which the Board is aware, which would have a
material impact on the Company.
Statement of Directors’ Responsibilities
The Directors are responsible for ensuring that:
• Adequate accounting records are kept, that are sufficient to
show and explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the Financial
Statements are consistent with the relevant requirements under
the UK Companies Act 2006.
• The assets of the Company are safeguarded; and for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
• The Report of the Directors and other information included
in the Annual Report is prepared in accordance with both
Company Law in Bermuda and, where required, the UK. The
Directors are also responsible for ensuring the Annual Report
includes information required by the Listing Rules of the FCA.
• The Company has effective internal control systems, designed
to ensure that adequate accounting records are maintained; and
that financial information on which the business decisions are
made, which is issued for publication, is reliable. Such a system
of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss.
• The Company Financial Statements for each financial year are
prepared in accordance with International Financial Reporting
Standards (IFRS). IFRS means standards and interpretations
issued (or adopted) by the International Accounting Standards
Board (IASB). The Directors must not approve the Financial
Statements unless they are satisfied they give a true and fair
view of the state of affairs and profit or loss of the Company for
that period.
In preparing these Financial Statements, the Directors are
required to:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable
and prudent;
• state whether they have been prepared in accordance with
International Financial Reporting Standards; and
• prepare the Financial Statements on the going concern basis,
unless it is inappropriate to presume the Company will continue
in business.
Corporate Governance Report
53
GOVERNANCE
Under the FCA Listing Rules and the UK Code, the Board is
responsible for:
• disclosing how it has applied the principles and complied with
the provisions of the AIC Code and, thereby, the UK Code, or
where not, to explain the reasons for divergence; and
• reviewing the effectiveness of the Company’s systems of risk
management and internal controls.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website: www.HansaICL.com. Visitors to the website
need to be aware that legislation governing the preparation
and dissemination of the Financial Statements may differ from
legislation in their own jurisdictions.
Responsibility statement
The Directors confirm that:
• The Financial Statements are prepared in accordance with
applicable international accounting standards and present
fairly, in all material respects, the financial position of Hansa
Investment Company.
• The Strategic Report, including the Chairman’s report and the
Report of the Directors includes 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 it faces.
• The Annual Report and Financial Statements, taken as a whole,
are fair, balanced and understandable. Further commentary
demonstrating the Company’s performance, business model and
strategy has been included within the Annual Report.
This responsibility statement was approved by the Board of
Directors on 7 July and is signed on its behalf by:
Jonathan Davie
7 July 2026
54
Hansa Investment Company Limited Annual Report 31 March 2026
Andrey Berzins is the Chairman of the Management Engagement Committee having assumed this role effective 1 January 2026. Prior
to this, the Committee was chaired by Jonathan Davie. All independent members of the Board are members of the Management
Engagement Committee. William Salomon and Christopher Townsend attend the Committee proceedings when their attendance does
not risk a conflict of interest but neither is a member.
Role
The Committee meets at least once per year although more often if necessary. It has two principal functions. Firstly, to review the
performance of the Hanseatic Group that performs the functions of Investment Manager, Investment Advisor (collectively “the Manager”)
and Additional Administrative Services Provider. In particular, the Board reviews performance against the Company’s investment policy
that is established by the Board. Secondly, the Board reviews the performance of the other key services providers to the Company.
The Committee considers all aspects of a service provider’s appointment and performance meeting with the Manager regularly and with
representatives of the other key service providers, being the Administrator, Custodian and Registrar, at least annually.
The Committee reports its findings directly to the full Board.
Activities during the year
As per its remit, the Committee Chair has met personally with the four key service providers during the year as well as receiving regular
updates from the AASP regarding the performance of the non-Manager service providers.
Investment Manager
The evaluation of the Investment Manager was comprehensive, focusing on several critical areas:
• Contractual Performance: Ensuring that the Investment Manager is adhering to the terms of the investment management agreement.
• Fee Structure: Assessing whether the remuneration framework remains appropriate, competitive and aligned with the Company’s
investment objectives and shareholder interests.
• Team Quality: Evaluating the strength, experience, and stability of the Investment Manager’s team.
• Control environment: Identify and review material internal controls.
• Client Prioritisation: Reviewing the Investment Manager’s focus on the Company within its broader client base.
The Committee concluded that the Investment Manager continues to meet its obligations effectively under the investment management
agreement.
Third-Party Service Providers
The review encompassed an assessment of contractual compliance, identification and review of material internal controls, service
delivery quality, and cost-effectiveness. The Committee noted that all significant third-party vendors are fulfilling their obligations and
meeting performance expectations. No concerns or material issues were identified and the Committee confirmed that the existing
arrangements remain fit for purpose.
Of particular focus during the year was the onboarding and oversight of Juniper Partners as the Company’s new Administrator who took
over the role formally on 1 April 2025, but who had been shadowing the previous Administrator for a period of time ahead of the hand-
over. The Committee is pleased to report that Juniper has performed very well during the year in what has proven to be an extremely busy
year for the Company.
The Committee was also involved in the wider discussions regarding the combination and, specifically, any potential issues relating to the
merging of service contracts of the Company with those of Ocean Wilsons. The process was very well handled by the Company’s service
providers and advisors. The Committee would like to thank them for their dedication to the process – particularly the Manager and AASP.
The Committee will continue to oversee the performance of the Company’s service providers as the combined firm settles into its new
operating structure. The Committee emphasises the importance of maintaining a high-quality investment management relationship,
especially as the Company navigates strategic changes. Regular monitoring and evaluations will continue to ensure that the Investment
Manager and third-party service providers uphold the highest standards in supporting the Company’s objectives.
For and on behalf of the Management Engagement Committee
Andrey Berzins
Chairman of the Management Engagement Committee
7 July 2026
Management Engagement Committee Report
55
GOVERNANCE
Annual statement
The Company has seven non-executive Directors. The Board has appointed a Remuneration Committee. The Chairman of this Committee
is Pedro Gonçalves, who became Chair of this Committee on 1 January 2026. Prior to that, Simona Heidempergher was Chair of the
Committee. All independent members of the Board are members of the Remuneration Committee. William Salomon and Christopher
Townsend both attend the Committee but are not members.
Other than Andrey Berzins and Christopher Townsend, who both joined the board on 9 December 2025, and Pedro Gonçalves, who
was appointed on 6 February 2025, each of the Directors serving at the year-end was initially appointed during June 2019 following the
creation of the Company. Each Director presents themselves for annual re-election at the Company’s AGM.
Policy on Directors’ remuneration
The Board’s policy is that the remuneration of non-executive Directors should be a fixed-fee only. This fee should reflect the experience of
each director, time commitment required to fulfil the role, market conditions, financial and reputational risks undertaken and additional
responsibilities. The remuneration does not include a performance related element and Directors do not receive bonuses, share options,
pensions or long-term incentive schemes. The aggregate remuneration of the Board will be kept within the limits set out in the Company’s
Bye-laws, as amended from time to time.
In assessing current and future levels of director compensation, the Remuneration Committee seeks external comparative information,
such as the use of independent external surveys. This includes the fees paid by other similar companies (both industry and jurisdiction),
seeking input from recruitment specialists familiar with the external market, assessing the time commitment for each of the Directors
in their appointed roles and considering the responsibilities their roles bring. The increasing demands being placed on all NEDs by
shareholders, regulators and markets are also factored.
The fees for the non-executive Directors are within the limits (currently a maximum total fee of $900,000) as set out in the Company’s Bye-
laws. The maximum is set as a USD amount. The equivalent is £680,684 if translated at the applicable rate on 31 March 2026.
As advised in the Prospectus describing the key features of the combination, the Directors’ annual salaries were to be $640,000 following
completion of the combination. This became effective on 9 December 2025. Subsequently, the Remuneration Committee considered two
proposals: firstly that, following the appointment of Andrey Berzins and Christopher Townsend to the Board, the chairs of the Company’s
Committees be reviewed and reallocated. Subsequently, Andrey Berzins took over the role as Chair of the Management Engagement
Committee from 1 January 2026 and Pedro Gonçalves took over the role as Chair of the Remuneration Committee from the same date. It
has been the Board’s policy to recognise the additional workload that a Committee Chair takes on with an additional $10,000 per annum
effective from the date of appointment. Secondly, the Committee considered a proposal to recognise the significant additional workload
taken on by members of the HICL Board during the transaction. It was decided to recognise that extra workload with a one-off payment
to the Independent members of the former HICL board. The total payment made was $205,000 broken down as per the table and notes
opposite. Finally, the Committee concluded that Directors’ salaries were to remain unchanged during the remainder of the financial year
to 31 March 2026 and no further increase for the financial year starting from 1 April 2026. The new total annualised salary from 1 January
2026 is $760,000.
Directors’ service contracts
It is the Board’s policy that every Director has a service contract. None of the service contracts is for a fixed term. The terms of
appointment provide that a Director shall retire and be subject to re-election at the first AGM after appointment. The Board has decided
each Director will retire annually at the AGM and seek re-election as appropriate. The terms also provide that either party may give three
months’ notice. In certain circumstances a Director may be removed without notice and compensation will not be due on leaving office.
There are no agreements between the Company and its Directors concerning compensation for loss of office.
Policy for notice periods
The current Directors’ service contracts stipulate three months’ written notice to be given by either the Director or the Company to
terminate the services of a Director. The Board consider this is sufficient notice to ensure an orderly hand over between the parties.
Shareholders’ views on remuneration policy
The formal views of unconnected shareholders have not been sought in the preparation of this policy.
Employees
The Company does not have any employees, only non-executive Directors.
Directors’ Remuneration Report
56
Hansa Investment Company Limited Annual Report 31 March 2026
Annual report on remuneration
Directors’ emoluments
The Company does not have any employees, only non-executive Directors who receive only a basic fee, plus repayment of expenses
incurred in the course of performing their duties. Therefore, the use of the detailed remuneration table, as prescribed in the legislation, is
not appropriate here. A condensed table showing the information relevant to the Directors’ remuneration is shown in its place.
The Directors who received fees during the year received the following emoluments in the form of contractual fees. For clarity, these
amounts are quoted in USD being the currency as per their service contract as is common for most Bermudan companies. The following
table and accompanying notes summarise the Directors’ fees in USD and GBP equivalent for the year to 31 March 2026 as well as the prior
financial year. The equivalent Sterling fees are shown as converted at the relevant pay date of each fee:
2026
Base fees
$000
2026
Transaction
related
additional
fees
$000
2026
fees
$000
2026
fees
£000
2025
fees
$000
2025
fees
£000
Jonathan Davie (Chairman)
5
120 55 175 129 110 85
Andrey Berzins
4
33 - 33 25 - -
Pedro Gonçalves
2, 5
103 50 153 113 13 10
Simona Heidempergher
5
110 50 160 119 90 71
Richard Lightowler
5
110 50 160 119 100 77
William Salomon
1
48 - 48 36 25 19
Christopher Townsend
1, 4
31 - 31 23 - -
Nadya Wells
3
- - - - 31 24
555 205 760 564 369 286
1
William Salomon and Christopher Townsend are not considered independent due to their roles with the Company’s Investment Manager.
2
Pedro Gonçalves joined the Board on 6 February 2025.
3
Nadya Wells retired as a Director at the Company’s 2024 AGM on 2 August 2024.
4
Andrey Berzins and Christopher Townsend joined the HICL Board on completion of the combination effective 9 December 2025.
5
Following completion of the combination, the independent directors of HICL received a one-off payment to reflect the significant extra workload
in the year due to the combination.
The Company also pays the expenses of the Directors to attend the Board meetings. Directors’ travel costs incurred during the year were
£288,000 (2025: £178,000).
Statement of shareholder voting
Votes in respect of the resolution to approve the Directors’ Remuneration Report at the Company’s AGM in August 2025 were cast
as follows
No. of
shares
voted
% of
votes
cast
Votes cast in favour 21,885,708 99.85
Votes cast against 32,439 0.15
Total votes cast 21,918,147 100.00
Votes withheld 10,840 n/a
57
GOVERNANCE
Directors’ interests
Directors must seek permission from the Chairman before trading in shares, taking note of any Closed Periods. Other than that, there are
no specific rules on Directors’ shareholdings.
The interests of Directors and their connected parties in the Company at 31 March 2026 are shown below:
Ordinary shares
of 1p each
‘A’ non‑voting ordinary shares
of 1p each
Nature of
interest2026 2025 2026 2025
Jonathan Davie 71,118 45,000 282,236 230,000 Beneficial
William Salomon 17,788,678 11,169,345 16,825,789 3,587,123 Beneficial
Simona Heidempergher 6,400 6,400 12,000 – Beneficial
Andrey Berzins 29,850 – 59,700 – Beneficial
Christopher Townsend 16,376,825 10,347,125 14,764,775 2,705,375 Beneficial
Pedro Gonçalves - – 17,800 – Beneficial
Increases in the Directors’ holdings from the previous year include shares they will have received in exchange for shares they held in
Ocean Wilsons as part of the combination.
As at the date of signing of these Annual Financial Statements, there were no changes to report to the Directors’ holdings.
William Salomon is the Chairman of Hanseatic Asset Management LBG and senior partner of Hansa Capital Partners LLP. Christopher
Townsend is a director of Hanseatic Asset Management LBG. Fees payable to Hanseatic Group during the financial year amounted to
£4,981,000 (including Investment Management and AASP functions). During the year, no rights to subscribe for the shares of the Company
were granted to, or exercised by Directors, their spouses or infant children.
Your Company’s performance
The graph below shows the ten-year cumulative total return to shareholders:
NAV Cum Income TR Ordinary Share price TR ‘A’ non-voting Ordinary Share price TR
180
%
-20
0
Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16 Mar 24 Mar 25 Mar 26
58
Hansa Investment Company Limited Annual Report 31 March 2026
Directors’ attendance
The Directors meet as a Board on a quarterly basis and at other times as necessary. In the financial year to 31 March 2026, there were
several additional meetings to consider aspects of the combination and to give the required approvals to documents at specific times.
There was also an additional shareholder meeting. The table below sets out the main, scheduled, Board, Strategy and Audit Committee
meetings held during the year. Finally, there have been numerous Committee and operational meetings which have been omitted
for brevity.
Board
1
Strategy
Day
Audit
Committee
Management
Engagement
Committee
Remuneration
Committee
Nomination
Committee
Number of Meetings 7 1 3 2 1 3
Jonathan Davie 7 1 3 2 1 3
Pedro Gonçalves 6 1 3 2 1 3
Simona Heidempergher 6 1 2 2 1 3
Richard Lightowler 6 1 3 2 1 3
William Salomon
2
7 1 3 2 1 2
Andrey Berzins
3
2 1 1 1 1 1
Christopher Townsend
2, 3
2 1 1 1 1 1
1
“Board” includes full, timetabled, meetings of the Board, of which there were seven held during the year.
2
William Salomon and Christopher Townsend are deemed to not be independent. Therefore, both can attend as an observers of the Audit and Remuneration
Committees but neither can be a committee member. Further, both can attend the Management Engagement Committee when the majority of Service
Providers are discussed but exempt themselves when the performance of the Investment Manager is discussed due to their roles with the Manager.
3
Andrey Berzins and Christopher Townsend joined the board on 9 December 2025 following the combination. Therefore, their attendance only reflects meetings
held since that date.
On behalf of the Board, I confirm that the above Report on Directors’ Remuneration summarises, as applicable, for the year ended 31
March 2026:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which those changes occurred and decisions have been taken.
An Ordinary resolution for the approval of this Report will be put to shareholders at the forthcoming AGM.
For and on behalf of the Remuneration Committee
Pedro Gonçalves
Chair of the Remuneration Committee
7 July 2026
59
GOVERNANCE
Simona Heidempergher is the Chairman of the Nomination Committee. All independent members of the Board are members of the
Nomination Committee. William Salomon and Christopher Townsend attend the Committee but neither is a member.
Role
The Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes
recommendations to the Board with regard to any changes, as necessary. It also considers succession planning of directors, taking into
account tenure and performance of board members as well as challenges and opportunities facing the Company, and what skills and
expertise are, therefore, needed on the Board in the future. If a skills-gap or pending vacancy is identified, the Committee is responsible for
identifying and nominating candidates to fill Board vacancies as and when they arise.
Appointments are made after consideration of the skills and experience needed by the Board and against objective criteria in accordance
with the AIC Code. The Board considers it is of paramount importance to shareholders that, after consideration of the skills and
experience needed by the Board, candidates are chosen based on their contribution to the Company’s needs and that there should be
no discrimination in the choice of Directors for any reason. The Nomination Committee pays due regard to the rules published by the
Financial Conduct Authority in April 2022 in respect of diversity and inclusion on company boards and executive management. The
Company believes a diverse Board brings many benefits and, as such, there is no restriction placed on Board membership. Selection
and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an
appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.
The Board has determined that all Directors will retire and offer themselves for re-election each year at the AGM and this policy includes
any Directors appointed during the year. The Committee reports its recommendations to the Board for final approval.
Activities during the year
The Nomination Committee formally met three times during the year. The Committee maintained a Skills Matrix to summarise the
knowledge, skills, experience and overall competence of each Director. This included anonymised feedback from the other Board
members as well as feedback from each individual Director themselves. The Skills Matrix considers a wide range of relevant factors when
assessing individual and collective competence including knowledge, skills, experience, diversity, geographic considerations, other time
and business commitments, as well as their overall performance and contribution during the period in relation to their specific role.
Following its review, and in line with the small size, structure and nature of the Company, the Committee concluded that each Director
continued to contribute as required, and the Board continued to operate effectively.
The Committee’s main focus during the financial year was to support the combination process and consider the appointment of Andrey
Berzins and Christopher Townsend to the Company’s Board following the completion of the transaction. The Committee was supported
by the Company Secretary, and the AASP, with technical support of the Company’s lawyers to consider any technical or operational issues
with the proposed appointments. Particular attention was paid to any tax jurisdictional issues.
Following the assessment of the Board’s performance, the Nomination Committee recommended to the Board the resolution to reappoint
all Directors at the Company’s upcoming 2026 AGM.
Succession planning and Board recruitment policy
With the exception of Pedro Gonçalves, Andrey Berzins and Christopher Townsend, the current Directors were all originally appointed
in June 2019. As part of the Skills Matrix utilised to evaluate Board composition, the Board notes the number of years each Director has
served and their expected date of retirement. While the Board does not consider the length of tenure to have a direct negative correlation
to the Directors’ performance and contribution, the Nomination Committee remains cognisant of the AIC recommendations and
therefore still considers this element as part of its overall succession planning. The Company’s policy on Board Composition remains
unchanged. Namely that, after consideration of the skills and experience needed by the Board, candidates are chosen on the basis of
their contribution to the Company’s needs and that there should be no discrimination in the choice of Directors for any reason. Selection
and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an
appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.
For and on behalf of the Nomination Committee
Simona Heidempergher
Chair of the Nomination Committee
7 July 2026
Nomination Committee Report
60
Hansa Investment Company Limited Annual Report 31 March 2026
The Directors have chosen to report on some items within the body of the Strategic Review and Governance sections of the Report, while
others remain within the Report of the Directors.
Items included within Strategic Review or Governance sections
The following items are listed within the Strategic Review or Governance sections:
• Statement of the existence of qualifying indemnity provisions for Directors.
• Dividend policy and payments made during the year. In particular, this is disclosed in the Chairman’s report.
• Names of Directors, at any time in the year and the Directors’ details and attendance at Company meetings.
• Streamlined energy and carbon reporting and greenhouse gas emissions.
• Stakeholder engagement – while the Company has no employees, suppliers or customers, the Directors give regular consideration to
the need to foster the Company’s business relationships with its stakeholders, in particular with shareholders and service providers.
The effect of this consideration upon the principal decisions taken by the Company during the financial year is set out in further detail
on page 39.
Items reported within the Directors’ Report
Disclosure to the Auditor of Relevant Audit Information
The Directors confirm that, so far as they are aware, having made such enquiries and having taken such steps as they consider they
reasonably ought, they have provided the Auditor with all the information necessary for it to be able to prepare its Report. In doing so
each Director has made themself aware of any information relevant to the Audit and established that the Company’s Auditor is aware of
that information. The Directors are not aware of any information relevant to the Audit of which the Company’s Auditor is unaware.
Board composition and diversity
The Board recognises and is supportive of the new FCA Listing Rules (LR 9.8.6(9)) which aim to improve transparency on the diversity
of company boards and executive management teams and was implemented for accounting periods starting on or after 1 April 2022.
Accordingly, boards of UK incorporated companies are required to report annually on whether the specific FCA targets have been met,
and if they have not been met, the reasons why. The targets applicable to the Company are:
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one individual on its board of directors is from a minority ethnic background.
The tables below set out the gender and ethnic diversity composition of the Board as at 31 March 2026. At the time of the Company’s
formation and for the first five years, the Company was in compliance with the FCA’s guidance. However, firstly at the time of the
appointment of Mr Gonçalves in February 2025, following Ms Well’s decision to step down, and then secondly at the time of the
combination when Andrey Berzins and Christopher Townsend joined the board, it was felt that the best candidates to present themselves
should be chosen regardless of gender or ethnic diversity.
The Directors acknowledge that, with the appointment of Messers Gonçalves, Berzins and Townsend, it would mean the Company would
not continue to meet some elements of the diversity criteria defined by the UK Listing Rules which it had previously achieved. Further,
the Board composition does demonstrate a diversity of background, a broad base of experience and critical thinking which the Board
considers to be of paramount importance to the Company and its shareholders.
As required by the Listing Rules, the Board reports that one of the seven Directors (five being independent) is a woman (14%) but no
members of the Board are from minority ethnic backgrounds as defined by the Listing Rules. Whilst LR 9.8.6(9)(a)(ii)) is not applicable to
a closed-ended investment company, but it should be noted that one of the four Committee Chairmanships is held by a woman, as is the
position of the Company’s Senior Independent Director.
As per LR 9.8.6(10), numerical data is disclosed in the tables below, which shows the Company’s current Director profiles.
Report of the Directors
61
GOVERNANCE
Gender Diversity
Number of
Board
members
Percentage
of the
Board
Men 6 86%
Women 1 14%
Other - -
Not specified/prefer not to say - -
Ethnic Diversity
Number of
Board
members
Percentage
of the
Board
White British or other White (including minority-white groups) 7 100%
Mixed/Multiple Ethnic Groups - -
Asian/Asian British - -
Black/African/Caribbean/Black British - -
Other ethnic group, including Arab - -
Not specified/prefer not to say - -
Note, the format and information supplied in the above tables are as prescribed by the FCA’s Listing Rules. HICL is a Bermudan
incorporated, externally managed closed-ended investment company with three of its five Directors being international and not resident
in the UK. Further, HICL does not have any employees or appoint executive board positions.
This data was provided by the individual Directors, at the request of the Committee, asking them to indicate how the Company should
categorise their ethnic background for the purposes of the FCA requirements of Board diversity.
Capital Structure
The Company’s Capital Structure is described in the “Shareholder Profile and Engagement” section.
Corporate Governance Report
The Corporate Governance Report, including the Financial Risk Management Review of the Company, is included in this Report.
Approval of the Directors
The Directors consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Further
details demonstrating the Company’s performance, business model and strategy have been included within the Strategic Report.
For and on behalf of the Board
Jonathan Davie
Chairman
7 July 2026
62
Hansa Investment Company Limited Annual Report 31 March 2026
The Audit Committee comprises solely independent Directors, as required by the AIC Code and endorsed by the FRC. It is chaired by
Richard Lightowler. Given the size of the Board and the range of experience they bring, all non-committee Directors are invited to attend
the Audit Committee meetings. However, only the independent member Directors are able to vote. Recommendations of the Audit
Committee are brought before the whole Board for discussion and ratification.
The Audit Committee ensures fair, balanced and understandable reporting of Company results.
The principal roles of the Audit Committee are to ensure that:
• the integrity of financial reporting within the Annual and Half-Year Reports taken as a whole are fair, balanced and understandable and
provide information necessary for shareholders to assess the Company’s performance, business model and strategy;
• the independence, objectivity and effectiveness of the external Auditor is maintained and monitored. The Committee also reviews the
external Auditor’s performance in terms of quality and value; and
• the financial reporting internal controls system of the Company are adequate and effective.
Financial Reporting and Internal Controls
In discharging its duties and, in particular, matters relating to the approval of the Annual Report, Half-Year Report and the review of
the Company’s internal controls, the Committee considers reports and presentations made by the Company’s Auditor, Administrator,
Company Secretary, AASP (including those of its Compliance Officer) and legal advisers.
In its review of the Financial Statements, the Committee pays particular attention to the ownership of assets, the valuations of the
portfolio and recognition of income. In this regard we receive regular reporting from the Investment Manager and AASP, including reports
on the effectiveness of internal controls in these areas. In addition, the Committee discusses with, and receives reports from, the Auditor
on the nature and scope of work performed on valuation and ownership of assets and on income recognition.
The Company’s Custodian confirms title of all assets in its custody. In its consideration of valuations, the Committee notes that 72% of
the Investment Portfolio by value is held in assets that are either traded or listed on an exchange or are cash. Further, of the remaining
28% unquoted fund investments, the majority primarily hold traded securities. Valuations for these funds are supplied by third party
managers. The Audit Committee recognises that 32% of the total portfolio assets are Level 1 and 59% are Level 2 securities. Given the
significant level of externally valued assets, the Committee is satisfied with the valuation process. There is very limited management
judgement in determining valuations. The Company holds approximately £88m (9%) in private assets carried at valuations determined by
the Investment Manager. The Audit Committee considers the work done by the Investment Manager, including obtaining audited NAVs
and the work of the external Auditor in its assessment of fair values reported. Revenue recognition does not involve significant judgement
or the use of estimates.
The Audit Committee also considers the potential need for an internal audit function on an annual basis, recognising the FRC guidance
on proportionality. The Audit Committee considers internal compliance testing at the Administrator and Investment Manager to be
sufficiently independent and robust to negate the need for a standalone internal audit function.
The Committee also reviews annually the effectiveness of the Company’s risk management and internal control systems designed to
safeguard shareholders’ investment and the Company’s assets. The review process is consultative, and the Committee may seek input
from relevant service providers of the Company or other such persons as the Manager may provide, to satisfy itself that the relationship is
working and is cost efficient.
No material control weaknesses or incidents of potential fraud were identified. The Company’s service providers implement clear
whistleblowing, anti-bribery and corruption policies. The Company received direct reporting from service providers on internal controls
and audit reports on their internal controls.
The Committee is authorised by the Board to investigate any activity within its terms of reference, to seek any information it requires
from any officer or service provider to the Company, to obtain outside legal or other independent professional advice and to secure the
attendance of third parties with relevant experience and expertise if it considers this necessary.
The Chairman of the Audit Committee formally reports to the Board following each Audit Committee meeting and on other occasions as
requested by the Board.
The Audit Committee confirmed to the Board that the Annual Report, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
Audit Committee Report
63
GOVERNANCE
Audit: Independence and quality
The Audit Committee considers the external Auditor’s independence, objectivity, scope of work engagement team experience, compliance
with relevant ethical and professional standards and overall quality of service through a process of feedback from the Company advisors,
including the AASP, the Investment Manager, Investment Advisor and direct discussion with the Auditor. The Committee also meets with
the Auditor in an executive session at least annually and the Audit Committee Chair also has ad-hoc meetings. The current audit partner
is Lauren Cooper of PricewaterhouseCoopers LLP. This is the second year of Lauren’s role as PwC’s Lead Partner. As a global firm, PwC
has been the Company’s Auditor since its inception in 2019.
Auditors’ remuneration and terms of engagement are approved by the Audit Committee. Any non-audit services must be pre-approved
by the Audit Committee to ensure objectivity and independence of the audit is not compromised. No non-audit services are provided by
PricewaterhouseCoopers LLP to the Company. Further information on fees paid to the Auditor is contained in “Other Expenses” within
Note 4 of the Financial Statements.
Combination with Ocean Wilsons
During the year, Audit Committee members have been closely involved in the preparation for the combination. This involved active
discussions with advisers and the Auditor regarding the appropriate accounting, valuation and disclosures relating to the combination,
and the relative values of the Company and Ocean Wilsons. The Committee’s work included oversight of:
• The scope, terms of appointment and fees for the reporting accountants appointed in relation to the transaction.
• The outcome of the work undertaken by the reporting accountants on the model used to support the fair value calculations.
• The financial model used to calculate the exchange ratio.
• The proposed accounting treatment and associated accounting disclosures for the transaction.
• The planning and scope for the additional work required by the Company’s auditors in relation to the transaction as well as scope and
nature of work performed on new assets acquired with a particular focus on the private asset portfolio.
Company Auditor
The Company’s independent Auditor is PricewaterhouseCoopers LLP (“PwC UK”), a UK registered firm. The Audit Committee and Board
remain very satisfied with quality of work by the external auditors and are happy to recommend its reappointment to the shareholders at
the upcoming AGM.
For and on behalf of the Audit Committee.
Richard Lightowler
Audit Committee Chairman
7 July 2026
64
Hansa Investment Company Limited Annual Report 31 March 2026
65
Financial
Statements
Independent auditor’s report
to the directors of Hansa Investment Company Limited
66
Hansa Investment Company Limited Annual Report 31 March 2026
Opinion
In our opinion, Hansa Investment Company Limited’s
financial statements:
• give a true and fair view of the state of the Company’s affairs as
at 31 March 2026 and of its profit and cash flows for the year
then ended;
• have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB); and
• have been prepared in accordance with the requirements of the
Companies Act 1981 (Bermuda).
We have audited the financial statements, included within the
Annual Report, which comprise:
• the Balance Sheet as at 31 March 2026;
• the Income Statement for the year then ended;
• the Statement of Changes in Equity for the year then ended;
• the Cash Flow Statement for the year then ended; and
• the notes to the financial statements, comprising
material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our audit approach
Context
Hansa Investment Company Limited (the “Company”) is a
standalone Investment Trust Company incorporated in Bermuda
that is listed in the United Kingdom and engages Hanseatic Asset
Management LBG as its Investment Manager and Hansa Capital
Partners LLP as its Investment Advisor (collectively, the ‘Manager’)
to manage its assets. Hansa Capital Partners LLP is also engaged as
the Company’s Additional Administrative Services Provider.
Overview
Audit scope
• We conducted our audit of the financial statements using
information from the Manager, Juniper Partners (the
“Administrator”) with whom the Company has, with the
consent of the Directors, delegated the provision of certain
administrative functions.
• We tailored the scope of our audit taking into account the types
of investments within the Company, the involvement of the third
parties referred to above, the accounting processes and controls,
and the industry in which the Company operates.
• We obtained an understanding of the control environment in
place at both the Manager and the Administrator, and adopted
a fully substantive testing approach using reports obtained from
the Administrator.
Key audit matters
• Valuation and Existence of Investments.
• Income from Investments.
• Accounting treatment applied on acquisition of Ocean Wilsons
Holdings Limited investment entity.
Materiality
• Overall materiality: £9,795,690 (2025: £4,610,600) based on 1% of
Net Assets.
• Performance materiality: £7,346,768 (2025: £3,457,950).
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the 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) identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters, and any comments we make on the results of
our procedures thereon, were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Accounting treatment applied on acquisition of Ocean Wilsons
Holdings Limited investment entity is a new key audit matter this
year. Otherwise, the key audit matters below are consistent with
last year.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
67
FINANCIAL STATEMENTS
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation and existence of investments
Refer to the Audit Committee Report, Accounting policies
(1c) and Notes to the Financial Statements (Note 7).
We focused on the valuation and existence of investments
because the investment portfolio represents the principal
element of the net asset value of the Company as disclosed in
the Company’s balance sheet.
The valuation of the assets held in the investment portfolio is
the key driver of the Company’s net asset value and total return.
Incorrect investment valuation could have a significant impact
on the return generated by the shareholders.
In particular, the unlisted investment portfolio is susceptible
to material error due to these investments not having market
prices available and management relying on third party
information which is a significant management estimate.
Our approach to addressing the matter involved the
following procedures:
Listed equity and quoted fund investments:
• Tested the valuation as at 31 March 2026 by agreeing the
valuation to independent third-party sources; and
• Tested the existence as at 31 March 2026 by agreeing
investment holdings to an independent custodian
confirmation.
Unlisted investments:
• Understood and evaluated the design and implementation
of the process and controls surrounding the valuation of the
investments including the final approval of the valuation by the
Manager and the Board of Directors;
• Assessed the accounting policy regarding investment valuation
for compliance with the fair value requirements per IFRS
accounting standards;
• Obtained direct confirmation of the price and holdings of each
material investment from the fund administrator;
• We obtained the most recent audited financial statements and
performed the following for a sample of investments:
– Inspected the Generally Accepted Accounting Principles
(GAAP) applied and reviewed accounting policies on key
areas impacting the NAV and compared these to the fair
value requirements per IFRS Accounting Standards;
– Compared the NAV per the audited financial statements
to the capital account statements which are coterminous
with the financial statements’ year end date. Where
the price of the investment used by management is not
coterminous with the year-end we have sought supporting
evidence and applied appropriate challenge in assessing
management’s conclusion;
– Determined whether the audit firm signing the financial
statements was a recognised audit firm and reviewed the
audit report for any modifications.
68
Hansa Investment Company Limited Annual Report 31 March 2026
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Income from investments
Refer to the Audit Committee Report, Accounting Policies
(1g) and Notes to the Financial Statements (Note 2).
Gains and losses on investments is a material figure in the
Income statement and comprises realised and unrealised gains
and losses on both listed and unlisted investments. Gains and
losses on investments are calculated based on the movement in
fair value in the year; whilst the fair value of listed investments
is derived from external sources, there is judgment involved in
the valuation of unlisted investments (see separate Key Audit
Matter above).
There is an inherent risk that management may fraudulently
manipulate income recognition because of the pressure
management may feel to achieve a certain objective.
Dividends are non-complex in nature with few judgements
involved, and therefore we consider gains relating to capital
growth on investments over a longer-term period to be more
significant. As such, we focused the risk of fraud in income
recognition on the valuation of gains and losses on investments,
in particular driven by judgments made in relation to the
valuation of unlisted investments.
We also considered the risk of manipulation of income through
making manual journal entries including focussing on journals
posted classifying dividends between income and capital.
We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP and
performed testing to check that income had been accounted for
in accordance with the stated accounting policy. We found that
the accounting policies implemented were in accordance with
accounting standards and the AIC SORP, and that income from
investments has been accounted for in accordance with the stated
accounting policy.
We tested the recognition of dividend income by comparing the
dividends recorded in the financial statements to external sources.
We also considered the classification of all dividend income,
including any special dividends received in the year. We have
tested the completeness of dividends by confirming that dividends
announced by listed investments in the year were appropriately
recognised by the Company.
For unrealised gains and losses, we tested the valuation of the
investment portfolio at the year-end (see above), together with
testing the reconciliation of opening and closing investments. For
realised gains and losses, we tested a sample of disposal proceeds
by agreeing the proceeds to bank statements and we re-performed
the calculation of a sample of realised gains and losses.
Accounting treatment applied on acquisition of Ocean
Wilsons Holdings Limited investment entity
Refer to the Audit Committee Report, Accounting Policies
(1d) and Notes to the Financial Statements (Note 8).
On 10 December 2025, the Company issued new shares
by way of a court-sanctioned scheme of arrangement, to
the shareholders of Ocean Wilsons Holdings Limited in
consideration for the receipt by the Company of the remaining
shares in OWHL. Following the completion of the transaction,
OWHL is accounted for as an investment entity in accordance
with IFRS 10 and therefore measured at fair value through profit
and loss.
There is an inherent risk due to the one off nature of the
transaction, between the Company and Ocean Wilsons Holdings
Limited, there is a higher risk that it would not be accounted for
correctly under IFRS and, due to its size, any such error would
have a high risk of leading to misstatement or does not reflect
the approved agreement between the Company and Ocean
Wilsons Holdings Limited.
We focused our work on the initial accounting recognition
for this transaction, the compliance with relevant laws and
regulations as well as the IFRS presentation and disclosure
within the Annual Report.
We assessed the decision to treat the Company and Ocean Wilsons
Holdings Limited as investment entities under IFRS 10 and tested
the accounting treatment applied to recognise the fair value of
Ocean Wilsons Holdings Limited.
We reviewed the supporting documents and relevant board
approvals, which included Board minutes, Scheme Arrangement
Document, Circulars and RNS announcements, for consistency
with the disclosures in the financial statements.
We verified the accuracy of the number of shares expected to have
been issued based on the agreed upon method per the scheme of
arrangement of Ocean Wilsons Holdings Limited under section 99
of the Companies Act 1981 (Bermuda).
Assessed at the initial recognition the fair value of the investment to
be in line with IPEV valuation guidelines and IFRS 13.
We agreed the cash, investments, other assets and liabilities
transferred to the Company, as part of the combination, to the
accounting records of the Company. We revalued the listed
investments using market prices and exchange rates provided by
an independent pricing vendor, and traced the cash transferred
through bank statements. To assess the fair value of the unlisted
investments at the transaction date we compared the NAV to the
capital account statements as at 31 December 2025 and sought
supporting evidence for any material variances.
We reviewed the disclosures in the Annual Report and financial
statements to ensure the combination was correctly accounted for
in accordance with IFRS.
69
FINANCIAL STATEMENTS
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Company, the accounting processes and controls, and the industry
in which it operates.
The Company’s accounting is delegated to the Administrator
who maintains the Company’s accounting records and who has
implemented controls over those accounting records. We obtained
our audit evidence from substantive tests. However, as part of
our risk assessment, we understood and assessed the internal
controls in place at both the Manager and the Administrator to
the extent relevant to our audit. This assessment of the operating
and accounting structure in place at both organisations involved
obtaining and analysing the relevant controls reports issued by the
independent service auditor of the Manager and the Administrator
in accordance with generally accepted assurance standards for
such work. Following this assessment, we applied professional
judgement to determine the extent of testing required over each
balance in the financial statements.
The impact of climate risk on our audit
In planning our audit, we made enquiries of the Directors and
the Manager to understand the extent of the potential impact
of climate change on the Company’s financial statements. The
Directors and the Manager concluded that there is no material
impact on the financial statements. Our evaluation of this
conclusion included challenging key judgements and estimates in
areas where we considered that there was greatest potential for
climate change impact, principally in relation to the valuation of
certain hard to value investments. We found this to be consistent
with our understanding of the Company’s investment activities. We
also considered the consistency of the climate change disclosures
included in the Governance section within the financial statements
and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall Company
materiality
£9,795,690 (2025: £4,610,600).
How we
determined it
1% of Net Assets
Rationale for
benchmark applied
We believe that net assets is the
primary measure used by the
shareholders in assessing the
performance of the entity, and
is a generally accepted auditing
benchmark for investment company
audits. This benchmark provides an
appropriate and consistent year on
year basis for our audit.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2025: 75%) of
overall materiality, amounting to £7,346,768 (2025: £3,457,950) for
the Company financial statements.
In determining the performance materiality, we considered a
number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and
concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with those charged with governance that we would
report to them misstatements identified during our audit
above £489,785 (2025: £230,530) as well as misstatements
below that amount that, in our view, warranted reporting for
qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Company’s
ability to continue to adopt the going concern basis of
accounting included:
• evaluating the Directors’ risk assessment and considering
whether it addressed relevant threats, including wider
macroeconomic uncertainty;
• evaluating the Directors’ assessment of potential operational
impacts, considering their consistency with other available
information and our understanding of the business and assessed
the potential impact on the financial statements;
• reviewing the Directors’ assessment of the Company’s financial
position in the context of its ability to meet future expected
operating expenses, their assessment of liquidity as well as
their review of the operational resilience of the Company and
oversight of key third-party service providers;
• assessing the premium/discount the Company’s share price
trades as compared to the net asset value per share to determine
whether it reflects investor confidence and market conditions,
and evaluated the impact by considering whether a sustained
discount could restrict access to capital, indicate liquidity
pressures, or give rise to uncertainty; and
• assessing management’s scenario of a significant reduction in
NAV as a result of the market’s performance on the ongoing
ability of the Company to operate.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Company’s
ability to continue as a going concern.
From our work on the corporate governance statement described
below, we have nothing material to add or draw attention to in
relation to the Directors’ statement in the financial statements
70
Hansa Investment Company Limited Annual Report 31 March 2026
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.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for the other
information. Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express an
audit opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated. If
we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial
statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on
these responsibilities.
Corporate governance statement
As explained in the Corporate Governance Report, the Directors
have chosen to demonstrate how the Company has met its
obligations under the UK Corporate Governance Code (“the Code”)
by reporting under the 2019 Association of Investment Companies’
Code of Corporate Governance (“the AIC Code”). As such, we
refer to the AIC Code where we report the matters required under
ISAs (UK) in respect of the Directors’ statements 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 Code, which the Listing Rules of the Financial
Conduct Authority specify for review by the auditor. Our additional
responsibilities with respect to the corporate governance
statement as other information are described in the Reporting on
other information section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement, included within the Corporate Governance
Report is materially consistent with the financial statements and
our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed
or mitigated;
• The Directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Company’s
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
• The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and
why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period
of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term
viability of the Company was substantially less in scope than an
audit and only consisted of making inquiries and considering the
Directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the Code;
and considering whether the statement is consistent with the
financial statements and our knowledge and understanding of the
Company and its environment obtained in the course of the audit.
In addition, 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 and our knowledge obtained during the audit:
• The Directors’ statement that they consider the Annual
Report, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to
assess the Company’s position, performance, business model
and strategy;
• The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the Directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure
from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements and
the audit
Responsibilities of the Directors for the financial
statements
As explained more fully in the Report of the Directors, the Directors
are responsible for the preparation of the financial statements
in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The Directors are also
responsible for such internal control as they determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors
either intend to liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors’ 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
71
FINANCIAL STATEMENTS
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.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud,
is detailed below.
Based on our understanding of the Company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to the listing requirements, and we considered
the extent to which non-compliance might have a material effect
on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements
such as the requirements of the Bermudan Companies Act of 1981.
We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries to manipulate
revenue (investment income and capital gains) or to increase
net asset value. Audit procedures performed by the engagement
team included:
• Enquiries with management, including consideration of known
or suspected instances of non-compliance with laws and
regulations and fraud;
• Identifying and testing journal entries, in particular year
end journal entries posted during the preparation of the
financial statements;
• Reviewing relevant meeting minutes, including those of the
Audit Committee; and
• Designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, 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.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited
number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only
for the Company’s Directors as a body in accordance with Section
90 of the Companies Act 1981 (Bermuda) and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
The engagement partner on the audit resulting in this independent
auditor’s report is Lauren Cooper.
PricewaterhouseCoopers LLP
Chartered Accountants
London
7 July 2026
Year ended
31 March
2026
Year ended
31 March
2025
Note
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Gains on investments held at fair value through profit or loss 7 - 122,775 122,775 - 7,6 86 7,686
Foreign exchange gains/(losses) - 1,382 1,382 - (146) (146)
Income
Investment income 2 1 7,19 5 - 17,195 7,989 9 7,998
17,195 124,157 141,352 7,98 9 7,5 4 9 15,538
Expenses
Portfolio management fees 3 (4,866) - (4,866) (3,346) - (3,346)
Other expenses 4 (5,970) - (5,970) (1,916) - (1,916)
(10,836) ‑ (10,836) (5,262) ‑ (5,262)
Return for the year 6,359 124,157 130,516 2,727 7,5 4 9 10,276
Return per Ordinary and ‘A’ non-voting Ordinary share 6 4.4p 85.5p 89.9p 2.3p 6.3p 8.6p
The Company does not have any income or expense not included in the above Statement. Accordingly, the “Return for the Year” is also
the “Total Comprehensive Income for the Year”, as defined in IAS 1 (revised) and no separate Statement of Comprehensive Income has
been presented.
The total column of this Statement represents the Income Statement, prepared in accordance with IFRS Accounting Standards (“IFRS”).
All revenue and capital items in the above Statement derive from continuing operations.
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
Income Statement
For the year ended 31 March 2026
72
Hansa Investment Company Limited Annual Report 31 March 2026
Note
31 March
2026
£000
31 March
2025
£000
Non‑current assets
Investments held at fair value through profit or loss 7 832,670 452,757
832,670 452,757
Current assets
Trade and other receivables 8 15,899 4,793
Cash and cash equivalents 9 1 7 7, 8 41 4,933
193,740 9,726
Current liabilities
Trade and other payables 10 (46,841) (1,423)
Net current assets 146,899 8,303
Net assets 979,569 461,060
Capital and reserves
Called up share capital 11 1,975 1,200
Capital redemption reserve 73 -
Contributed surplus 12 730,696 322,839
Retained earnings 13 246,825 137,0 2 1
Total equity shareholders’ funds 979,569 461,060
Net asset value per Ordinary and ‘A’ non‑voting Ordinary share 14 495.9p 384.2p
The Financial Statements of Hansa Investment Company Limited, registered in Bermuda under company number 54752, set out on
pages 72 to 75 were approved by the Board of Directors on 7 July 2026 and were signed on its behalf by
Jonathan Davie
Chairman
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
Balance Sheet
As at 31 March 2026
73
FINANCIAL STATEMENTS
For the year ended 31 March 2026 Note
Share
capital
£000
Capital
redemption
reserve
£000
Contributed
surplus
reserve
£000
Retained
earnings
£000
Total
£000
Net assets at 1 April 2025 1,200 - 322,839 13 7,0 2 1 461,060
New Ordinary shares issued in respect of the transaction with OWHL 11 848 - 407,1 5 0 - 4 07,998
Costs of share issue - - (335) - (335)
Shares bought back and cancelled 11 (73) 73 - (19,991) (19,991)
Profit for the year - - - 130,516 130,516
Sales proceeds of unclaimed shareholdings sold in the market - - 1,042 - 1,042
Return of unclaimed dividends relating to shareholdings sold in the market - - - 239 239
Dividends 5 - - - (960) (960)
Net assets at 31 March 2026 1,975 73 730,696 246,825 979,569
For the year ended 31 March 2025 Note
Share
capital
£000
Capital
redemption
reserve
£000
Contributed
surplus
reserve
£000
Retained
earnings
£000
Total
£000
Net assets at 1 April 2024 1,200
-
322,839 130,508 454,547
Profit for the year -
-
- 10,276 10,276
Sales proceeds of unclaimed shareholdings sold in the market -
-
- 61 61
Return of unclaimed dividends relating to shareholdings sold in the market -
-
- 16 16
Dividends 5 -
-
- (3,840) (3,840)
Net assets at 31 March 2025 1,200 ‑ 322,839 137,021 461,060
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
Statement of Changes in Equity
74
Hansa Investment Company Limited Annual Report 31 March 2026
Note
Year ended
31 March
2026
£000
Year ended
31 March
2025
£000
Cash flows from operating activities
Income* 130,516 10,276
Adjustments for:
Realised gains on investments 7 (13,692) (16,307)
Unrealised (gains)/losses on investments 7 (109,083) 8,621
Foreign exchange (losses)/gains (1,382) 146
Increase in trade and other receivables 8 (11,207) (3,330)
Increase in trade and other payables 10 734 1,002
Purchase of non-current investments (191,322) (93,538)
Sale of non-current investments 55,407 97,62 0
Capital distribution received 7 331,443 -
Net cash inflow from operating activities 191,414 4,490
Cash flows from financing activities
Sales proceeds of unclaimed shareholdings sold in the market 1,042 61
Return of unclaimed dividends relating to shareholdings sold in the market 239 16
Cost of shares issued (335) -
Shares bought back (19,874) -
Dividends paid 5 (960) (3,840)
Bank overdraft - (1)
Net cash outflow from financing activities (19,888) (3,764)
Increase in cash and cash equivalents 171,526 727
Cash and cash equivalents at start of financial year 4,933 4,352
Effect of foreign exchange rate changes 1,382 (146)
Cash and cash equivalents at end of year 9 1 7 7,8 4 1 4,933
* Includes dividends received of £14,660,000 (2025: £7,653,000) and interest received of £nil (2025: £nil).
The accompanying notes on pages 76 to 92 are an integral part of this Statement.
Cash Flow Statement
For the year ended 31 March 2026
75
FINANCIAL STATEMENTS
Notes to the Financial Statements
1 Material accounting policy information
Hansa Investment Company Limited is a company limited by shares, registered and domiciled in Bermuda with its registered
office shown on page 97. The principal activity of the Company is an investment vehicle.
(a) Basis of preparation
The Financial Statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”). IFRS
means standards and interpretations issued (or adopted) by the International Accounting Standards Board (they comprise:
International Reporting Standards, International Accounting Standards (IAS) and Interpretations developed by the IFRS
Interpretations Committee or the former Standing Interpretations Committee (SIC)).
These Financial Statements are presented in sterling because that is the currency of the primary economic environment in
which the Company operates. The Financial Statements have been prepared on a going concern basis under the historic cost
convention, modified by financial assets held at fair value through profit or loss with the assertion of the Board on page 44.
The Financial Statements have also been prepared in accordance with the AIC Statement of Recommended Practice (SORP) for
investment trusts, issued by the AIC in July 2022, to the extent that the SORP does not conflict with IFRS. The material accounting
policy information adopted is set out below.
(b) Presentation of Income Statement
In order to better reflect the activities of an investment company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Income Statement between items of a revenue and capital nature has been
presented alongside the Income Statement.
(c) Non-current investments
As the Company’s business is investing in financial assets, with a view to profiting from their total return in the form of income
received and increases in fair value, investments are classified at fair value through profit in accordance with IFRS 9. The Company
manages and evaluates the performance of these investments on a fair value basis, in accordance with its investment strategy and
information about the investments is provided on this basis to the Board of Directors.
Investments are recognised and de-recognised on the trade date. For listed investments, fair value is deemed to be bid market
prices, or closing prices for SETS stocks sourced from the London Stock Exchange. SETS is the London Stock Exchange’s
electronic trading service, covering most of the market including all FTSE 100 constituents and most liquid FTSE 250 constituents,
along with some other securities.
Fund investments are stated at fair value through profit or loss as determined by using the most recent available valuation which
is considered to be fair value at the Balance Sheet date. In some cases, this will be by reference to the most recent valuation
statement supplied by the fund’s manager. In other cases, values may be available through the fund being listed on an exchange
or via pricing sources such as Bloomberg.
Private equity investments are stated at fair value through profit or loss in accordance with the International Private Equity and
Venture Capital Valuation Guidelines (IPEV). The Company’s private equity investments are measured at fair value using the net
asset value reported by the underlying private equity fund managers (PEFM) as the most appropriate estimate of the fair value of
the Company’s interest in each fund. The Directors satisfy themselves at each reporting date that the NAV reported by the PEFM
is an appropriate proxy for fair value of the fund interest and apply adjustments where appropriate.
In the absence of a valuation by the PEFM at the balance sheet date, additional procedures to determine the reasonableness of
the fair value estimate for inclusion in the Financial Statements are performed. These may include direct enquiries of the PEFM
of the investment to understand, amongst others, valuation process and techniques used, external experts used in the valuation
process and updated details of the underlying portfolio. In addition, the Company can obtain external independent valuation data
and benchmarks to validate fair value estimates. Further, recent arms-length market transactions between knowledgeable and
willing parties where available might also be considered. Subsequent to the balance sheet date, the Administrator will review
subsequent valuations released by the Private Equity fund to look for consistency with the estimations made as described above.
The Directors regularly review the principles applied by the managers to those valuations to ensure they are in compliance with
the above policies, in particular where the valuation supplied by the PEFM is not coterminous with the Company’s balance sheet
date. Where there is an indication of a change in fair value as defined in the IPEV guidelines (commonly referred to as ‘trigger’
events) then the Directors would seek to override the NAV reported by the PEFM. There have been no such adjustments made to
the valuations as at 31 March 2026.
The Company’s investment in Ocean Wilsons Holdings Limited was, up until becoming a wholly owned subsidiary (Note 7.1),
valued as a listed investment in accordance with the above policy. OWHL was delisted on 10 December 2025 and, as a wholly
owned subsidiary, its fair value is now considered to equate to its net asset value (NAV). The underlying investments of OWHL
consist of a portfolio of listed investments, fund investments, and private equity investments. A breakdown of the portfolio is in
Note 7.3. The underlying investments of OWHL are valued on a consistent basis with the policies outlined above.
76
Hansa Investment Company Limited Annual Report 31 March 2026
Unrealised gains and losses, arising from changes in fair value, are included in net profit or loss for the period as a capital item in
the Income Statement and are ultimately recognised in the Capital Reserves.
(d) Investment in subsidiaries
On 10 December 2025, the Company issued new Ordinary and ‘A’ non-voting Ordinary shares, by way of a court-sanctioned scheme
of arrangement under section 99 of the Bermuda Companies Act (“the Scheme”), to the shareholders of OWHL in consideration for
the receipt by the Company of the remaining shares in OWHL (the “Transaction”, further details of which are provided in Note 7.1).
Following the combination, OWHL is a wholly owned subsidiary. The Company meets the definition of an Investment Entity in
accordance with IFRS 10 and therefore carries its investment in subsidiaries at fair value, with changes in fair value recognised
through the Income Statement.
(e) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, short-term deposits and liquidity funds with an original maturity of three months
or less and are subject to an insignificant risk of changes in capital value.
(f) Investment Income and return of capital
Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends
are recognised when the Company’s right to receive payment is established. Dividends and Real Estate Investment Trusts’ (REIT)
income are all stated net of withholding tax. In many cases, Bermudan companies cannot recover foreign incurred taxes withheld on
dividends and capital transactions. As a result, any such taxes incurred will be charged as an expense and included here.
When an investee company returns capital to the Company, the amount received is treated as a reduction in the book cost of that
investment and is classified as sale proceeds.
(g) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement,
except expenses which are incidental to the acquisition or disposal of an investment which are charged to the capital column of the
Income Statement.
(h) Taxation
Under Bermudan law, to the extent the Company remains out of scope of the Corporate Income Tax Act 2023 (the “CIT Act”), the
Company is not required to pay taxes in Bermuda on either income or capital gains.
Bermuda enacted the CIT Act on 27 December 2023. Entities subject to tax under the CIT Act are the Bermuda constituent entities
of multi-national groups. A multi-national group is defined under the CIT Act as a group with entities in more than one jurisdiction
with consolidated revenues of at least EUR750m for two out of the four previous fiscal years. If Bermuda constituent entities of a
multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15% of the net taxable income of such
constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of
foreign tax credits applicable to the Bermuda constituent entities).
Consolidated revenues of the Company’s group are less than EUR750mm in each previous fiscal year. On this basis, the Company is
not, and neither is it expected to be, in scope of the CIT Act regime.
(i) Foreign Currencies
Transactions denominated in foreign currencies are recorded in the local currency, at the actual exchange rates as at the date of the
transaction. Assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rate of exchange
prevailing at the balance sheet date. Any gains or losses arising from a change in exchange rates, subsequent to the date of the
transaction, are included as exchange gains or losses in the capital or revenue column of the Income Statement, depending on
whether the gains or losses are of a capital or revenue nature respectively.
(j) Reserves
Retained earnings – capital
The following are credited or charged to this reserve via the capital column of the Income Statement:
• gains and losses on the disposal of investments;
• exchange differences of a capital nature;
• expenses charged to the capital column of the Income Statement in accordance with the above accounting policies; and
• increases and decreases in the valuation of investments held at the balance sheet date.
Retained earnings – revenue
The following are credited or charged to this reserve via the revenue column of the Income Statement:
• net revenue recognised in the revenue column of the Income Statement.
Contributed surplus
Due to the transaction with OWHL having been undertaken by an exchange of shares, the excess value of the shares acquired over
the nominal value of the shares issued has been credited to the contributed surplus reserve, rather than a share premium account,
in accordance with section 40 of the Companies Act 1981 (Bermuda). Sales proceeds of unclaimed shareholdings sold in the market
are also allocated to this reserve.
77
FINANCIAL STATEMENTS
Capital redemption reserve
The capital redemption reserve represents the nominal value of Ordinary shares repurchased and cancelled. Under Bermudan
Company Law, Retained Earnings and Contributed Surplus Reserve are both distributable, subject to the restrictions described in
section 54 of the Companies Act 1981 (Bermuda).
(k) Significant Judgements and Estimates
The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements,
estimates and assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of
plausible future events and other factors. Actual results may differ from these estimates.
The consideration of the transaction with OWHL and the decision to account for OWHL as an investment entity under IFRS 10, as
detailed in Note 1(d) above, are significant judgements.
The key significant estimate to report, concerns the Company’s valuation of its unquoted and private equity investments. As
described in Note 1(c) where year-end valuations are not available, the Directors establish an estimate of the value at 31 March,
using unaudited valuations of the underlying unlisted investments as at 31 December, as supplied by the investment advisers or
managers of those funds or partnerships and roll forward for any calls and distributions in the subsequent quarter and any foreign
exchange movements plus significant events which have occurred in the subsequent quarter.
The choice to use the December quarter end valuations and apply a roll forward process to incorporate any known transactions
and material events is a judgement made each year for such investments classified within Level 3 of the fair value hierarchy, as
disclosed in Note 17. As OWHL is an unquoted investment, it is included in the Level 3 total of £286.0m. However, on a look-
through basis, only £81.6m of the underlying investments of OWHL’s closing NAV of £276.0m relates to Level 3 investments.
Accordingly, the total underlying value of Level 3 investments held is £91.6m, representing 11.0% of total investments at 31 March
2026. In the Directors’ opinion, under foreseeable market conditions the collective value of these investments could increase or
decrease in the short term by more than 10%. A 10% decrease in the value of the Level 3 portfolio at the year-end, on a look-
through basis, would equate to £9.2m, or 0.9% of net assets; a 10% increase would have an equivalent positive impact.
(l) Adoption of new and revised standards
The International Accounting Standards Board (IASB) has issued amendments to IAS 21, The Effects of Changes in Foreign
Exchange Rates, titled Lack of Exchangeability, which are effective for annual reporting periods beginning on or after 1 January
2025. These amendments provide guidance on determining the exchange rate when a currency is not exchangeable and require
additional disclosures in such circumstances. The adoption of this amendment has not had any impact on the disclosures or the
amounts reported in the Financial Statements.
Not yet applied
The Company does not expect any other standards endorsed by the UK Endorsement Board (UKEB), but not yet effective, to have
a material impact.
(m) Operating Segments
The Company considers it has one operating segment for the purposes of IFRS 8.
2 Investment income
Revenue
Year ended
31 March
2026
£000
Revenue
Year ended
31 March
2025
£000
Income from quoted investments
Dividends 14,689 7,989
Gains on liquidity funds 2,506 -
Total Income allocated to revenue 17,195 7,98 9
Note: Of the dividend income received during the financial year, £12.6m was received from the Company’s Strategic Holding in OWHL
by way of dividends received on 28 May 2025 and 18 July 2025. The remainder was received from holdings within the Direct Global
Equity and Country / Thematic sleeves (2025: £6.3m received from OWHL).
78
Hansa Investment Company Limited Annual Report 31 March 2026
3 Portfolio management fee
Revenue
Year ended
31 March
2026
£000
Revenue
Year ended
31 March
2025
£000
Portfolio management fee 4,866 3,346
Total management fee 4,866 3,346
During the prior year and for the period from 1 April 2025 to 9 December 2025, the portfolio management fee was charged at an annual
rate of 1% of the net assets of the Company (after any borrowings), after deducting the value of the investment in OWHL, on which no
fee was payable. As disclosed on page 51, from the date of the transaction with OWHL, the portfolio management fee is charged at
an annual rate of 0.8% of the net assets of the Company up to £500m and 0.7% of net assets thereafter.
4 Other expenses
Revenue
Year ended
31 March
2026
£000
Revenue
Year ended
31 March
2025
£000
Administration fees 369 165
Directors' remuneration 564 286
Auditor's remuneration for audit of the Company’s Annual Financial Statements 289 75
Printing fees 23 32
Directors' liability insurance 84 62
Marketing 70 74
Registrar's fees 102 61
Banking charges 173 75
Secretarial services 193 129
Travel expenses 342 290
Broker fees 64 33
Stock Exchange listing fees 59 63
Safe custody fees 239 205
Management fee rebate from GAM (39) (18)
Fees in relation to the transaction with OWHL 3,170 -
Other 268 384
Total Other Expenses 5,970 1,916
79
FINANCIAL STATEMENTS
5 Dividends paid
Year ended
31 March
2026
£000
Year ended
31 March
2025
£000
Amounts recognised as distributed to shareholders in the year are as follows:
Fourth interim dividend for 2025 (paid 30 May 2025): 0.8p (2024: 0.8p) 960 960
(2025: First interim dividend: 0.8p) - 960
(2025: Second interim dividend: 0.8p) - 960
(2025: Third interim dividend: 0.8p) - 960
Total dividends paid 960 3,840
Set out below are the total dividends paid and proposed in respect of the current financial year. Where there has been no revenue
available for distribution by way of dividend for the year, dividends have been paid from contributed surplus which is permitted by
Bermudan company law.
Year ended
31 March
2026
£000
Year ended
31 March
2025
£000
(2025: First interim dividend: 0.8p) - 960
(2025: Second interim dividend: 0.8p) - 960
(2025: Third interim dividend: 0.8p) - 960
Interim dividend for 2026 (payable August 2026): 2.0p (2025: Fourth interim dividend: 0.8p) 3,912 960
Total dividends paid and proposed 3,912 3,840
The Board has announced an interim dividend of 2.0p per Ordinary and ‘A’ non-voting Ordinary share, relating to the year ended 31
March 2026. No final dividend is proposed for the year ended 31 March 2026.
6 Return on Ordinary shares (equity)
Revenue
year ended
31 March
2026
Capital
year ended
31 March
2026
Total
year ended
31 March
2026
Revenue
year ended
31 March
2025
Capital
year ended
31 March
2025
Total
year ended
31 March
2025
Returns per share 4.4p 85.5p 89.9p 2.3p 6.3p 8.6p
Returns
Revenue return per share is based on the revenue attributable to equity shareholders of £6,359,000 (2025: £2,727,000).
Capital return per share is based on the capital profit attributable to equity shareholders of £124,157,000 (2025: profit of £7,549,000).
Total return per share is based on a combination of revenue and capital returns attributable to equity shareholders, amounting to net
profit of £130,516,000 (2025: profit of £10,276,000).
Both revenue and capital return are based on a weighted average of 145,146,639 of combined Ordinary shares and ‘A’ non-voting
Ordinary shares in issue throughout the year (2025: 40,000,000 Ordinary shares and 80,000,000 ‘A’ non-voting Ordinary shares).
80
Hansa Investment Company Limited Annual Report 31 March 2026
7 Investments held at fair value through profit or loss
Listed
£000
Unquoted
£000
2026
Total
£000
Listed
£000
Unquoted
£000
2025
Total
£000
Cost at 1 April 253,902 90,380 344,282 230,152 101,905 332,057
Investment holding gains at 1 April 93,884 14,591 108,475 94,584 22,512 11 7,096
Valuation as at 1 April 3 4 7,78 6 104,971 452,757 324,736 124,417 44 9,15 3
Movements in the year:
Change in categorisation* (126,046) 126,046 - - - -
Purchases at cost 190,219 453,668 643,887 76,656 16,882 93,538
Sales – proceeds** (29,873) (356,876) (386,749) (69,213) (28,406) (9 7,62 0)
Movement in investment holding gains 37, 2 8 4 85,491 122,775 15,606 ( 7,920) 7,686
Valuation as at 31 March 419,370 413,300 832,670 3 4 7,7 8 6 104,972 452,757
Cost as at 31 March 349,083 266,029 615,112 253,902 90,380 344,282
Investment holding gains 70,287 147,271 217,558 93,884 14,592 108,475
Valuation as at 31 March 419,370 413,300 832,670 3 4 7,7 8 6 104,972 452,757
* Includes impact of OWHL delisting following the completion of the Scheme of Arrangement as described in note 7.2.
** Following completion of the combination, the Company received £331,443,000, by way of dividend paid from Ocean Wilsons Holdings Limited, reflecting a
return of its investment capital.
Year ended
31 March
2026
£000
Year ended
31 March
2025
£000
Gains on sales 13,692 16,307
Movement in investment holding gains 109,083 (8,621)
Gains on investments held at fair value through profit or loss 122,775 7,6 86
Transaction costs
During the year expenses were incurred in acquiring and disposing of investments classified as fair value through profit or loss. These
have been expensed through capital and are included within gains on investments in the Income Statement. The total costs were
as follows:
2026
£000
2025
£000
Purchases 99 40
Sales 12 9
111 49
81
FINANCIAL STATEMENTS
7.1 Business combination
Background
On 28 July 2025, the Company and Ocean Wilsons announced that they had reached agreement on the terms of an all-share
combination of the Company and Ocean Wilsons to be implemented by means of a Court-sanctioned scheme of arrangement under
section 99 of the Companies Act between Ocean Wilsons and Scheme Shareholders. (The “Scheme” or “Combination”).
It was agreed that the combination would be undertaken by way of a share for share exchange with the exchange-ratio based on
relative fair values of the Company and OWHL.
The assets of OWHL consisted of a portfolio of listed investments, fund investments, private equity investments, liquidity funds, cash
at bank, and other net current assets. There was significant amounts of cash and liquidity funds at the time of the combination. This
arose from the sale by Ocean WIlsons of its investment in Wilson Sons, the Brazilian maritime business, to MSC which completed in
June 2025.
The Combination
In accordance with the prospectus published on 14 August 2025, on 10 December 2025 the Company issued 28,264,460 new Ordinary
and 56,528,920 new ‘A’ non-voting Ordinary shares, to the shareholders of OWHL in consideration for the receipt by the Company of
the remaining shares in OWHL (see Note 11). Under the Scheme, the Company became the owner of the entire issued share capital
of OWHL. Prior to the combination, the Company held 33.06% of the outstanding shares in OWHL, which were carried at bid market
price. A fair value adjustment to the carrying value of these holdings of £91,604,000 was recognised, being the difference between
the share price and the fair value of net assets held at the date of the transaction. The new shares issued are recognised in share
capital and contributed surplus within the Statement of Changes in Equity in the aggregate amount of £407,998,000 with an equal
amount included within investment purchases for the assets acquired (Note 7). Direct costs associated with the share issue have been
recognised through contributed surplus. Other professional costs incurred in relation to the transaction have been recognised in the
Income Statement.
There is an ongoing process to transfer title of the underlying investments to HICL from OWHL
Accounting Treatment of the Subsidiaries
IFRS 10 provides a consolidation exception to companies that qualify as an “Investment Entity”, whereby, investments in subsidiaries
are not consolidated but are carried at fair value with changes in fair value recognised in the Income Statement.
The Company qualifies as an “Investment Entity” as:
(a) the Company obtains funds from investors for the purpose of providing the investors with investment management services;
(b) the Company commits to investors that its business purpose is to invest funds solely for returns for capital appreciation, investment
income, or both; and
(c) the Company confirms that it measures and evaluates the performance of substantially all of its investments on a fair value basis.
Other characteristics of the Company supporting this classification is that there are multiple investments and many underlying
investors. Additionally investors are not exclusively related parties and the underlying investment positions taken are commonly in the
form of equity.
OWHL is also considered to be an investment entity. Although OWHL has only one investor (the Company), this is not inconsistent
with its classification as an investment entity. IFRS 10 permits an investment entity to have a wholly-owned subsidiary that is itself an
investment entity, where that subsidiary holds investments on behalf of the parent investment entity. The Directors consider that this is
the case here: OWHL holds a portfolio of investments which contribute to the achievement of the Company’s investment strategy, and
the underlying investments are themselves held for capital appreciation and investment income on behalf of the Company’s broader
investor base.
7.2 Investment in Ocean Wilsons Holdings
The following table shows the Company’s single direct subsidiary (Ocean Wilsons Holdings Limited). Note 21 lists the Company’s
indirect subsidiaries held through this company.
Country of
incorporation
or registration
Class of
Capital
%
of class
held Registered Office
Ocean Wilsons Holdings Limited Bermuda Ordinary 100.0 Richmond House, 12 Par-la-Ville Road, Hamilton, Bermuda
On 10 December 2025, the Company completed a transaction with Ocean Wilsons Holdings Limited by way of a court-sanctioned
scheme of arrangement under section 99 of the Bermuda Companies Act (“the scheme”). Prior to the transaction, the Company held
33.06% of the OWHL shares in issue. Under the scheme, the Company became the owner of the entire issued share capital of OWHL.
82
Hansa Investment Company Limited Annual Report 31 March 2026
The purchase was achieved by the transfer of scheme shares to the Company in consideration for which eligible OWHL shareholders
received newly issued shares in the Company. 28,264,460 new Ordinary shares and 56,528,920 new ‘A’ Ordinary shares were issued
by the Company in exchange for the remaining shares of OWHL. The new shares were admitted to trading on the Main Market of the
London Stock Exchange on 10 December 2025. The consideration of the shares issued is considered to equate to the fair value of the
assets acquired, being £407,998,000.
As explained in Note 1(d), the investment in the subsidiary undertaking is not consolidated and is instead measured at fair value,
deemed to be its net assets. It holds a portfolio of investments in global equities, funds, and private equity, which are valued in
accordance with the policies described in Note 1(c). Details of the underlying investments held by OWHL are included in Note 7.3 and
the allocation under the fair value hierarchy is disclosed in Note 17. There is an ongoing process for these investments to be transferred
to the Company and the investment value of OWHL will be reduced accordingly over time.
As at 31 March 2026 the fair value of this investment was £276,038,000. A summary of the transaction and the movement in the
valuation in the year is below:
£000
Opening value at 31 March 2025 132,342
Movement in investment holding gains up to transaction date (22,447)
Value of original holding, immediately prior to transaction, based on bid price 109,895
Fair value uplift applied to original holding 91,604
Fair value of original holding at transaction date, based on underlying net assets 201,499
Fair value of assets acquired on completion of the combination 407, 9 9 8
Capital distribution from OWHL to the Company (331,443)
Movement in investment holding gains to year end (2,016)
Closing value at 31 March 2026 276,038
7.3 Investment portfolio on a look through basis
Investments
Company
excluding
OWHL
£000
OWHL
£000
Total
£000
Country and Thematic Funds
iShares Core S&P 500 UCITS ETF 74,731 25,701 100,432
Life Cycle US Equity Fund - UCITS 46,404 - 46,404
Polar Capital Global Technology Fund 22,356 7,825 30,182
iShares Core MSCI Europe UCITS ETF 25,098 3,931 29,029
Helikon Long Short Equity Fund ICAV 18,153 8,487 26,640
Schroder ISF Asian Total Return 17,684 6,075 23,759
iShares Expanded Tech Sector ETF 18,276 5,326 23,602
Findlay Park American Fund 21,339 1,754 23,093
Schroder ISF Global Recovery 14,783 7,1 08 21,892
BlackRock Strategic Equity Hedge Fund 9,413 11,563 20,975
Pershing Square Holdings Ltd 15,346 2,761 18,107
Polar Capital Global Insurance Fund 12,085 5,717 17,802
iShares MSCI EM Asia UCITS ETF 17,32 5 - 1 7,325
Egerton Long - Short Fund Limited 11,297 3,826 15,123
Select Equity Offshore, Ltd 14,547 - 14,547
RA Capital International Healthcare Fund 9,301 5,042 14,343
BA Beutel Goodman US Value Fund 10,676 3,564 14,240
Simplex Value Up Trust 8,296 4,566 12,862
Albemarle Shipping Fund 8,895 3,631 12,526
Redwheel Next Generation Emerging Markets Equity Fund 9,743 2,068 11,810
iShares Core EM IMI UCITS ETF 8,024 2,460 10,484
83
FINANCIAL STATEMENTS
Investments
Company
excluding
OWHL
£000
OWHL
£000
Total
£000
Armistice Capital Offshore Fund Ltd 6,463 3,928 10,391
Alma Eikoh Japan Large Cap Equity Fund 6,972 2,180 9,152
Arcus Japan Fund 6,555 2,350 8,905
Polar Capital Funds PLC - Biotechnology Fund 8,475 - 8,475
BlackRock Frontiers Investment Trust PLC 5,990 1,838 7,828
Holdings below £500k - 113 113
428,227 121,814 550,041
Direct Global Equities
Interactive Brokers Group Inc 9,340 - 9,340
Subsea 7 6,399 - 6,399
Arch Capital Group 6,243 - 6,243
International Petroleum Corporation 6,087 - 6,087
Bergman & Beving 5,213 - 5,213
Glencore PLC 5,174 - 5,174
Eurowag 5,099 - 5,099
CTT Correios de Portugal 4,795 - 4,795
CK Hutchison 4,481 - 4,481
4imprint 3,437 - 3,437
Bristol-Myers Squibb 3,210 - 3,210
Helios Towers PLC 2,691 - 2,691
Rosebank Industries PLC 2,449 - 2,449
Ayala Corp 1,314 - 1,314
Qualitas Controladora S.A.B de C.V. 940 - 940
66,872 ‑ 66,872
Diversifying Assets
Global Event Partners Ltd 6,112 3,333 9,446
Selwood AM - Liquid Credit Strategy 5,410 3,529 8,938
Nephila Iron Catastrophe Fund Ltd 4,824 2,356 7,180
BioPharma Credit PLC 4,279 2,652 6,931
DV4 Ltd 6,639 - 6,639
Apollo Multi-Asset Credit Replacement 4,050 2,536 6,586
CQS Credit Multi Asset Fund 3,812 2,342 6,154
Prana Absolute Return Fund 3,624 2,070 5,694
BlackRock Systematic Total Alpha Fund Ltd 3,541 1,969 5,510
Winton Trend Fund UCITS 3,008 1,225 4,233
Artisan Credit Opportunities Offshore Fund Ltd 2,861 1,354 4,215
John Street Systematic Fund Limited 2,561 1,220 3,782
Hudson Bay International Fund Ltd 1,784 1,17 7 2,960
Vanguard US Government Bond Index Fund 2,309 563 2,872
Lazard Convertible Global 1,070 492 1,562
Trium Khartes Fund 1,440 - 1,440
5 7,32 4 26,818 84,142
84
Hansa Investment Company Limited Annual Report 31 March 2026
Investments
Company
excluding
OWHL
£000
OWHL
£000
Total
£000
Private Assets
TA Associates 815 8,008 8,824
Silver Lake Partners - 8,755 8,755
Stepstone VC Global Partners - 7,11 2 7,11 2
KKR Americas - 6,922 6,922
Khosla Ventures 944 3,932 4,876
BPEA Private Equity 642 4,176 4,818
Reverence Capital Partners - 4,161 4,161
Partners Group - 3,587 3,587
PAI Europe - 3,439 3,439
Mayfield - 3,216 3,216
OrbiMed 154 2,958 3,112
Gryphon Partners 653 2,214 2,867
Apollo Overseas Partners - 2,454 2,454
Pangaea II, LP - 2,451 2,451
Great Point Partners - 2,274 2,274
Five Arrows - 2,270 2,270
Triton 113 2,095 2,209
Windjammer - 2,159 2,159
GGV 362 1,607 1,968
EQT Mid Market Europe, LP - 1,426 1,426
African Minerals Exploration & Development Fund, SICAR - 1,252 1,252
TrueBridge Capital Partners 526 659 1,184
Hony Capital Fund V, LP - 1,080 1,080
Gramercy Distressed Opportunity Fund II, LP - 946 946
African Development Partners I, LLC - 889 889
MCP Private Capital Fund II, LP - 877 877
Navegar I, LP - 849 849
China Harvest II, LP - 598 598
L Capital Asia - 566 566
Holdings below £500k - 947 947
4,209 83,879 88,088
Total investments 556,632 232,511 789,143
Net current assets 146,899 43,527 190,426
Net assets 703,531 276,038 979,569
85
FINANCIAL STATEMENTS
8 Trade and other receivables
The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables and contract assets.
2026
£000
2025
£000
Amounts due from unsettled trades - 101
Prepayments and accrued income 15,899 4,692
15,899 4,793
9 Cash and cash equivalents
2026
£000
2025
£000
Cash at bank 20,055 390
Liquidity funds 157,786 4,543
1 7 7,8 41 4,933
10 Trade and other payables
2026
£000
2025
£000
Amounts payable for unsettled trades 45,636 1,069
Amounts payable for unsettled share buyback 117 -
Other creditors and accruals 1,088 353
46,841 1,422
11 Called up share capital
Ordinary shares of 1p
2026
Number
2026
Nominal
value
£000
2025
Number
2025
Nominal
value
£000
Balance brought forward 40,000,000 400 40,000,000 400
Issue of new Ordinary shares as a result of the combination with OWHL 28,264,460 283 - -
Ordinary shares bought back for cancellation (910,850) (9) - -
Ordinary shares in issue at the end of the year 67,353,610 674 40,000,000 400
‘A’ non‑voting Ordinary shares of 1p
Balance brought forward 80,000,000 800 80,000,000 800
Issue of new Ordinary shares as a result of the combination with OWHL 56,528,920 565 - -
Ordinary shares bought back for cancellation (6,365,000) (64) - -
Ordinary shares in issue at the end of the year 130,163,920 1,301 80,000,000 800
Total of Ordinary and ‘A’ non‑voting Ordinary shares 197,517,530 1,975 120,000,000 1,200
86
Hansa Investment Company Limited Annual Report 31 March 2026
The ‘A’ non-voting Ordinary shares do not entitle the holders to receive notices or to vote, either in person or by proxy, at any general
meeting of the Company, but in all other respects rank pari passu with the Ordinary shares of the Company.
During the year the Company issued 28,264,460 new Ordinary shares and 56,528,920 new ‘A’ non-voting Ordinary shares in exchange
for the remaining shares of OWHL, as summarised in note 7.2.
The Company also bought back 910,850 Ordinary shares and 6,365,000 ‘A’ non-voting Ordinary shares at a total cost of £19,991,000
(2025: no shares bought back). All shares bought back were cancelled. The cost of the buybacks is recognised through retained
earnings. The capital redemption reserve comprises the value of the shares purchased and cancelled by the Company from the
distributable profits.
12 Contributed surplus
2026
£000
2025
£000
Opening balance at 1 April 322,839 322,839
Issue of new Ordinary shares and 'A' non-voting Ordinary shares 407,150 -
Listing fees charged on issue of shares (335) -
Sales proceeds of unclaimed shareholdings sold in the market 1,042 -
Closing balance at 31 March 730,696 322,839
The consideration of the shares issued represents the fair value of the OWHL assets acquired under the scheme of arrangement
(note 7.2). Sales proceeds of unclaimed shareholdings sold in the market includes £61,000 relating to the year ended 31 March 2025,
which was recognised through retained earnings in the prior year. A corresponding debit has been included through retained earnings
(Capital - other) in the current year to reflect the reallocation of this amount through the appropriate reserve.
13 Retained earnings
Revenue
2026
£000
Capital –
other
2026
£000
Capital –
investment
holding
profit
2026
£000
Reserves
Total
retained
earnings
2026
£000
Revenue
2025
£000
Capital –
other
2025
£000
Capital –
investment
holding
profit
2025
£000
Reserves
Total
retained
earnings
2025
£000
Opening balance at 1 April (3,204) 31,750 108,475 137,0 2 1 (2,090) 15,502 11 7,0 9 6 130,508
Profit for the year 6,359 15,313 109,083 130,755 2,726 16,248 (8,621) 10,353
Shares bought back for cancellation - (19,991) - (19,991) - - - -
Dividend paid (960) - - (960) (3,840) - - (3,840)
Closing balance at 31 March 2,195 2 7,0 7 2 2 1 7, 5 5 8 246,825 (3,204) 31,750 108,475 137,021
14 Net asset value
2026 2025
Net Asset Value per Ordinary and ‘A’ non‑voting Ordinary share 495.9p 384.2p
The NAV per Ordinary and ‘A’ non-voting Ordinary share is based on the net assets attributable to equity shareholders of £979,569,000
(2025: £461,060,000) and on 67,353,610 Ordinary shares (2025: 40,000,000) and 130,163,920 ‘A’ non-voting Ordinary shares (2025:
80,000,000) in issue at 31 March 2026.
87
FINANCIAL STATEMENTS
15 Commitments and contingencies
The Company has the following outstanding commitments as at 31 March 2026. The below table shows both those commitments of
the Company and those of OWHL:
2026
Company
excluding
OWHL
£000
2026
OWHL
£000
2026
Total
£000
2025
Total
£000
Apollo Overseas Partners - 1,817 1,817 -
Blackstone - 836 836 -
BPEA Private Equity 861 3,481 4,342 1,214
EQT Mid Market Europe - 88 88 -
Five Arrows - 1,092 1,092 -
GGV 570 1,493 2,063 748
Great Point Partners - 755 755 -
Gryphon Partners 1,681 2,041 3,722 1,007
Khosla Ventures 250 3,299 3,549 474
KKR Americas - 3,494 3,494 -
Mayfield - 193 193 -
OrbiMed 2,110 3,419 5,529 -
PAI Europe - 1,234 1,234 -
Partners Group - 1,511 1,511 -
Primary Capital - 122 122 -
Reverence Capital Partners 2,269 3,251 5,520 -
Silver Lake Partners - 1,109 1,109 -
Stepstone VC Global Partners - 515 515 -
TA Associates 1,851 2,864 4,715 2,454
Triton 1,415 1,944 3,359 1,456
TrueBridge Capital Partners 449 561 1,010 696
Windjammer - 1,444 1,444 -
11,456 36,563 48,019 8,049
16 Financial instruments and associated risks
The Company’s financial instruments comprise securities, cash balances, debtors and creditors. These assets are classified in the
following measurement categories:
• those to be measured subsequently at fair value through profit or loss; and
• those to be measured at amortised cost.
The financial assets held at amortised cost include trade and other receivables, cash and cash equivalents.
Risk Objectives and Policies
The objective of the Company is to achieve growth of shareholder value commensurate with the risks taken, bearing in mind that the
protection of long-term shareholder value is paramount. The policy of the Board is to provide a framework within which the Investment
Manager can operate and deliver the objectives of the Company. In pursuing its investment objective, the Company is exposed
to a variety of risks that could result in either a reduction in the Company’s net assets and/or a reduction of the profits available
for dividends.
These risks include those identified by the accounting standard IFRS 7, being market risk (comprising currency risk, interest rate risk
and other price risk), liquidity risk and credit risk. The Directors’ approach to the management of these is set out below. The Board, in
conjunction with the Investment Manager and Company Secretary, oversees the Company’s risk management.
88
Hansa Investment Company Limited Annual Report 31 March 2026
Foreign currency risk
Foreign currency risks arise in two distinct areas which affect the valuation of the investment portfolio. 1) the direct exposure where
an investment is denominated and paid for in a currency other than sterling; and 2) the indirect exposure where an investment has
substantial non-sterling underlying investment and/or cash flows. The Company does not normally hedge against foreign currency
movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions. Some of
the fund investments into which the Company invests will, in part or in whole, hedge some of their underlying currency risk, but this
will be known at the time of investment and will form part of the investment decision. In those cases, the hedging will not remove the
exposure to the underlying country or market sector. The Investment Manager monitors the effect of foreign currency fluctuations
through the pricing of the investments by the various markets.
Direct
foreign
currency risk
2026
£000
No direct
foreign
currency risk
2026
£000
Total
2026
£000
Direct
foreign
currency risk
2025
£000
No direct
foreign
currency risk
2025
£000
Total
2025
£000
Investments 546,486 286,184 832,670 165,878 286,879 452,757
Trade and other receivables 9,322 6,577 15,899 9 92 101
Cash and cash equivalents 139,893 37,94 8 1 7 7, 8 4 1 - 4,933 4,933
Trade and other payables (15,863) (30,978) (46,841) - (1,423) (1,423)
679,838 299,731 979,569 165,887 290,481 456,368
Note: Direct foreign currency risk includes direct exposure to USD and Euro currencies.
Foreign currency sensitivity
The following table illustrates the sensitivity of the profit/loss for the year and the shareholders’ funds in regard to the Company’s
financial assets and financial liabilities. It assumes a 10% depreciation of sterling against foreign currencies at 31 March 2026 and 31
March 2025. These percentages have been determined based on the average market volatility in exchange rates in the previous 12
months. The sensitivity analysis is based on the Company’s monetary foreign currency financial instruments held at each balance
sheet date.
If sterling had weakened by 10% against the
currencies shown, this would have had the
following effect on the Company:
US$
2026
£000
Euro
2026
£000
Other
2026
£000
US$
2025
£000
Euro
2025
£000
Other
2025
£000
Income statement - profit/(loss) 11 15 47 687 20 14
Equity shareholders funds 59,217 6,324 2,443 13,372 2,135 1,082
59,228 6,339 2,490 14,059 2 ,1 55 1,096
Note: “Other” includes exposure to foreign currencies excluding US dollar and euro.
A 10% strengthening of sterling against the above currencies would result in an equal and opposite effect on the above amounts.
Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on the Company’s variable
rate borrowings.
The Company has access to an unsecured lending facility through its Custodian, Lombard Odier subject to there being sufficient value
and diversity within the portfolio to meet the lender’s borrowing requirements. The Investment Manager can utilise this facility as
required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the Company’s Net Asset Value,
calculated at the time of draw down. As at 31 March 2026, the maximum the Company can borrow from the Bank is the equivalent of
CHF110k, but the Company can request that this limit is raised at any time. The Board however has set a £30m borrowing limit for the
Investment Manager to utilise at their discretion. The Company does not normally hedge against interest rate movements affecting the
value of the investment portfolio but takes account of this risk when an investment is made utilising the facility. The level of banking
facilities used is monitored by both the Board and the Investment Manager on a regular basis. The impact on the returns and net
assets of the Company for every 1% change in interest rates, based on the amount drawn down at the Year-End under the facility,
would be £nil (2025: £nil). The level of banking facilities utilised at 31 March 2026 was £nil (2025: £nil).
Interest rate changes usually impact equity prices. The level and direction of change in equity prices is subject to prevailing local and
world economic conditions as well as market sentiment, all of which are very difficult to predict with any certainty. The Company has
floating rate financial assets, consisting of bank balances and cash funds that have received average rates of interest during the year of
0.0% on bank balances.
89
FINANCIAL STATEMENTS
Cash flow
interest
rate risk
2026
£000
No
interest
rate risk
2026
£000
Total
2026
£000
Cash flow
interest
rate risk
2025
£000
No
interest
rate risk
2025
£000
Total
2025
£000
Investments - 832,670 832,670 - 452,757 452,757
Trade and other receivables - 15,899 15,899 - 4,793 4,793
Cash and cash equivalents 17 7, 8 41 - 1 7 7, 8 4 1 4,933 - 4,933
Trade and other payables (45,753) (1,088) (46,841) (1,069) (353) (1,422)
132,088 847, 4 81 979,569 3,864 45 7,1 97 461,061
Other price risk
By the nature of its activities, the Company’s investments are exposed to market price fluctuations. NAV is calculated and reported
daily to the London Stock Exchange. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and
consideration is given to hedging the portfolio against large market movements.
The Company’s Level 3 investments (Note 17) are large both in absolute terms, £286.0m as valued at 31 March 2026 (2025: £9.23m)
and as a proportion of the NAV 29.2% (2025: 2.0%). The increase is due to the classification of OWHL as a Level 3 investment following
the combination and subsequent delisting. However, on a look-through basis, the Level 3 investments held by OWHL are £81.6m (8.3%
of NAV). The exposure of the Company to the currency, country and market based risk exposure of OWHL is, therefore, mitigated to an
extent by the diverse nature of the investments that sit within OWHL. Details of the portfolio of the Company, including the underlying
investments held by OWHL, can be found in Note 7.3.
The performance of the portfolio as a whole is not designed to correlate with that of any market index. Should the portfolio of the
Company, as detailed on pages 30 to 32, rise or fall in value by 10% from the year end valuation, the effect on the Company’s
profit and equity would be as noted below:
A 10% rise in the value of investments would have the following effect on the Company:
2026
£000
2025
£000
Income statement - profit 83,267 45,258
Equity shareholders funds 83,267 45,258
A 10% fall in value would result in an equal and opposite effect on the above amounts.
Credit risk
The Company only transacts with regulated institutions on normal market terms, which are trade date plus one to three days in the
case of equities. Fund investment settlement periods will vary from fund to fund and are defined by the individual managers. The levels
of amounts outstanding from brokers and fund managers are regularly reviewed by the Investment Manager. The duration of credit
risk associated with the investment transactions is the period between the date the transaction took place, the trade date, the date the
stock and cash were transferred and the settlement date. The level of risk during the period is the difference between the value of the
original transaction and its replacement with a new transaction. The amounts due to/(from) brokers at 31 March 2026 are shown in
Note 8 and Note 10 on page 86.
The Company’s maximum exposure to credit risk on cash is £20.0m (2025: £0.4m) and on cash funds is £157.8m (2025: £4.5m). Surplus
cash is on deposit with the Custodian.
Liquidity risk
The liquidity risk to the Company is that it is unable to meet its obligations as they fall due, as a result of a lack of available cash and
an inability to dispose of investments in a timely manner. A substantial proportion of the Company’s portfolio is held in liquid quoted
investments; however, there is a large unquoted holding in OWHL of 28.2% (2025: 28.7%), other unquoted equity investments of 1.0%
(2025: 2.0%) and investments into open-ended investment funds with varying liquidity terms of 46.4% (2025: 58.0%).
The Investment Manager takes into consideration the liquidity of each investment when purchasing and selling, in order to maximise
the returns to shareholders, by placing suitable transaction levels into the market. Special consideration is given to investments
representing more than 5% of the investee company. A detailed list of the investments, split by sleeve, held at 31 March 2026 is shown
on pages 30 to 32. This can be used broadly to ascertain the levels of liquidity within the portfolio, although liquidity will vary with
each investment – particularly the funds.
The undiscounted contractual maturities of the financial liabilities at the year end, based on the earliest date on which payments can
be required is as follows:
2026
£000
2025
£000
In one year or less 46,841 1,422
46,841 1,422
90
Hansa Investment Company Limited Annual Report 31 March 2026
The large increase compared to the prior year is due to the timing of trades, which have settled over the year-end (see Note 10).
Capital management
The Company considers its capital to be its issued share capital and reserves and whilst the Company has access to loan facilities it
is not considered or used as core capital, but primarily to meet the cash timing requirements of opportunistic investment strategies
and thereby enhance shareholder returns. The Board regularly monitors its share discount policy and the level of discounts and whilst
it has the option to repurchase shares, it considers the best means of attaining a good rating for the shares is to concentrate on good
shareholder returns.
However, the Board believes the ability of the Company to repurchase its own shares in the market may potentially enable it to benefit
all equity shareholders of the Company. The repurchase of shares, at a discount to the underlying NAV, would enhance the NAV per
share of the remaining equity shares and might also enable the Company to address more effectively any imbalance between supply
and demand for the Company’s shares.
17 Fair value of financial assets and financial liabilities
Fair value hierarchy
IFRS 13 ‘Fair Value Measurement’ requires an entity to classify fair value measurements, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability not based on observable market data (unobservable inputs).
The financial assets and liabilities, measured at fair value, in the Statement of Financial Position, grouped into the fair value hierarchy
and valued in accordance with the accounting policies in Note 1, are detailed below:
As at 31 March 2026
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Financial assets at fair value through profit or loss
Quoted equities 92,490 - - 92,490
Unquoted equities* - - 285,960 285,960
Fund investments 143,454 310,766 - 454,220
Fair value 235,944 310,766 285,960 832,670
As at 31 March 2025
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Financial assets at fair value through profit or loss
Quoted equities 198,000 - - 198,000
Unquoted equities - - 9,217 9,217
Fund investments 69,022 176,518 - 245,540
Fair value 26 7,0 2 2 176,518 9,217 452,757
* Includes £276.0m relating to the investment in OWHL. On a look through basis, the underlying investments in OWHL are categorised as: Level 1 £48.2m;
Level 2 £141.0m; Level 3 £81.6m; with other net current assets of £5.2m.
The Company’s policy is to recognise transfers into and out of the different fair value hierarchy levels at the date of the event orchange
in circumstances that caused the transfer to occur.
91
FINANCIAL STATEMENTS
A reconciliation of fair value measurements in Level 3 is set out in the following table:
2026
£000
2025
£000
Opening Balance 9,217 8,040
Transferred from Level 1* 201,499 -
Purchases* 409,452 1,132
Sales (Capital Distributions)* (332,360) -
Total gains or losses included in gains on investments in the income statement:
on assets sold (2) -
on assets held at year end (1,846) 45
Closing Balance 285,960 9,217
*Amount transferred from Level 1 is the fair value of OWHL immediately prior to the completion of the combination. The purchases include £407,998,000
representing the acquisition of the remaining shareholding in OWHL at fair value. The sales proceeds figure includes £331,443,000 received from OWHL.
(See Note 7.2).
As OWHL is an unquoted investment, it is included in the Level 3 total of £286.0m. However, on a look-through basis, only £81.6m
of the underlying investments of OWHL’s closing NAV of £276.0m relates to Level 3 investments. Accordingly, the total underlying
value of Level 3 investments held is £91.6m, representing 11.0% of total investments at 31 March 2026. In the Directors’ opinion, under
foreseeable market conditions the collective value of these investments could increase or decrease in the short term by more than 10%.
A 10% decrease in the value of the Level 3 portfolio at the year-end, on a look-through basis, would equate to £9.2m, or 0.9% of net
assets; a 10% increase would have an equivalent positive impact.
18 Related parties and transactions with the Investment Manager
William Salomon and Christopher Townsend are directors of Hanseatic Asset Management LBG, the Company’s Investment Manager.
William Salomon is also the senior partner of Hansa Capital Partners LLP, the Investment Advisor. Details of the relationship between
the Company and the Investment Manager, including amounts paid during the year and owing at 31 March 2026, are disclosed in the
Governance Section – Service Providers on pages 51 to 52 and in Note 3 on page 79. Details of the relationship between the
Company and the Directors, including amounts paid during the period to 31 March 2026, are disclosed in the Governance Section –
The Board on page 48 and also in the Directors’ Remuneration Report on pages 56 to 59.
19 Controlling parties
At 31 March 2026 Victualia Limited Partnership held 25.2%, Nomolas Ltd held 15.4% and Christopher Townsend held 9.0% of the
issued Ordinary shares. Additional information is disclosed in the Strategic Review – Substantial Shareholders on page 37.
20 Post balance sheet events
There are no significant events that have occurred after the end of the reporting year to the date of this Report which require disclosure.
21 Related undertakings
The following table shows the Company’s indirect subsidiaries. As the Company applies IFRS 10 and investment entities (Amendments
to IFRS 10) (see Note 1(d)), these entities have not been consolidated in the preparation of these financial statements:
Investment
Country of
incorporation and
place of business
Shareholding
as at 31 March
2026
Ocean Wilsons (Investments) Limited Bermuda 100%
Ocean Wilsons Overseas Limited Bermuda 100%
OW Overseas (Investments) Limited United Kingdom 100%
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Hansa Investment Company Limited Annual Report 31 March 2026
93
Additional
Information
Notice of the Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of the Company will be held at the Hamilton Princess
Hotel, 76 Pitts Bay Rd, Pembroke HM 08, Bermuda on Wednesday 5 August 2026 at 9:00 a.m. (Bermuda time) for the following purposes:
Agenda
• To appoint a chairperson of the meeting.
• To confirm notice.
Resolutions
1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31
March 2026.
2. To re-elect Jonathan Davie (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
3. To re-elect Andrey Berzins (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
4. To re-elect Pedro Gonçalves (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
5. To re-elect Simona Heidempergher (a biography and Board endorsement can be found earlier on in the Report) as a Director of
the Company.
6. To re-elect Richard Lightowler (a biography and Board endorsement can be found earlier on in the Report) as a Director of
the Company.
7. To re-elect William Salomon (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
8. To re-elect Christopher Townsend (a biography and Board endorsement can be found earlier on in the Report) as a Director of
the Company.
9. To approve the Directors’ Remuneration Report.
10. To approve the Directors’ Remuneration Policy and authorise the Board to determine the remuneration of the Directors.
11. To approve the Company’s Dividend Policy as can be found earlier on in the Annual Report.
12. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Directors to determine the remuneration of
the Auditor.
13. THAT in substitution for any buyback authority previously granted to the Company in respect of the Ordinary shares, the Company
be unconditionally authorised to make market purchases up to an aggregate of 10,096,306 Ordinary shares (or, if less, such number of
Ordinary shares as represents 14.99% of the Ordinary Shares in issue (excluding any Ordinary shares held in treasury) immediately prior
to the passing of this resolution) at a price (exclusive of expenses) which is:
• not less than 1p per share; and
• not more than the higher of:
– 5% above the average of the middle-market quotations (as derived from and calculated by reference to the Daily Official List) for
Ordinary Shares in the five Business Days immediately preceding the day on which the share is purchased; and
– the higher of the last independent trade and the then current highest independent bid.
AND
THAT the approval conferred by this resolution shall expire on the date of the Company’s next annual general meeting (except in relation to
the purchase of Ordinary Shares the contract for which was concluded before such date and which might be executed wholly or partly after
such date) unless the authority is renewed or revoked at any other general meeting prior to such time.
14. THAT in substitution for any buyback authority previously granted to the Company in respect of the ‘A’ Ordinary shares, the Company
be unconditionally authorised to make market purchases up to an aggregate of 19,183,665 ‘A’ Ordinary shares (or, if less, such number
of ‘A’ Ordinary shares as represents 14.99% of the ‘A’ Ordinary shares in issue (excluding any ‘A’ Ordinary shares held in treasury)
immediately prior to the passing of this resolution) at a price (exclusive of expenses) which is:
• not less than 1p per share; and
• not more than the higher of:
– 5% above the average of the middle-market quotations (as derived from and calculated by reference to the Daily Official List) for
‘A’ Ordinary shares in the five Business Days immediately preceding the day on which the share is purchased; and
– the higher of the last independent trade and the then current highest independent bid.
AND
THAT the approval conferred by this resolution shall expire on the date of the Company’s next annual general meeting (except in relation
to the purchase of ‘A’ Ordinary shares the contract for which was concluded before such date and which might be executed wholly or partly
after such date) unless the authority is renewed or revoked at any other general meeting prior to such time.
For and on behalf of Conyers Corporate Services (Bermuda) Limited
Vida Kam
Secretary
7 July 2026
94
Hansa Investment Company Limited Annual Report 31 March 2026
Notes for Shareholders
1 Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 (as amended), only those members registered
in the register of members of the Company 48 hours before
the Annual General Meeting (i.e. by 1pm UK time on 3
August 2026) (or if the Meeting is adjourned, in the register of
members of the Company 48 hours before the date and time
of the adjourned meeting) (the “Meeting”) shall be entitled
to attend or vote at the Meeting in respect of the number
of shares registered in their respective names at that time.
Changes to entries on the register of members after that time
will be disregarded in determining the rights of any person to
attend or vote at the Meeting.
2 Registered members of the Company may vote at the Meeting
(whether by show of hands or poll) in person or by proxy or
corporate representative. A member may appoint one or more
persons as his proxy to attend and vote at the Meeting on his
behalf. A proxy need not be a member. Where more than one
proxy is appointed the instrument of proxy must specify the
number of shares each proxy is entitled to vote.
3 The appointment of a proxy will not affect the right of a
member to attend and vote in person at the Meeting or
adjourned meeting. A member that is a corporation may
appoint a representative to attend and vote on its behalf at
the Meeting by delivering evidence of such appointment to
the Company’s registrar no later than 48 hours before the time
fixed for the Meeting (i.e. by 1:00pm UK time on 3 August 2026)
or any adjourned meeting.
4 In order to be valid, the proxy appointment (together with any
power of attorney or other authority (if any) under which it is
signed, or a notarised certified copy of that authority) must
be returned by one of the following methods, in each case so
as to arrive no later than 1:00pm UK time on 3 August 2026
or, in the case of an adjourned meeting, not less than 48 hours
before the time appointed for holding such adjourned meeting
(ignoring for these purposes non-working days) or (in the case
of a poll taken otherwise than at or on the same day as the
Meeting or adjourned meeting) for the taking of the poll at
which it is to be used: via www.investorcentre.co.uk/eproxy by
using the details on your Form of Proxy; or in hard copy form
by post, by courier or by hand to the Company’s Registrars,
Computershare Investor Services (Bermuda) Limited, c/o The
Pavilions, Bridgwater Road, Bristol BS99 6ZY.
If you need help with voting online or need to request a proxy
form, please contact our Registrars, Computershare Investor
Services (Bermuda) Limited on +44 (0) 370 702 0000. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the UK will be charged at the applicable
international rate. They are open between 8.30am - 5.30pm
UK time, Monday to Friday excluding public holidays in
England and Wales. Alternatively, contact Computershare
at WebCorres@computershare.co.uk.
.
Notes for Depositary Interest Holders
1 You will not receive a form of direction for the Annual General
Meeting in the post. Depositary interests may be voted through
the CREST Proxy Voting Service in accordance with the
procedures set out in the CREST manual.
In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
specifications and must contain the information required for
such instruction, as described in the CREST Manual (available
via www.euroclear.com/CREST). The message, regardless of
whether it constitutes the appointment of a proxy or is an
amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be
received by the issuer’s agent ID 3RA50 by 1:00pm UK time
on 31 July 2026. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp applied
to the message by the CREST Application Host) from which
the issuer’s agent is able to retrieve the message by enquiry
to CREST, in the manner prescribed by CREST. After this
time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means. CREST members and, where applicable, their
CREST sponsors, or voting service providers should note that
Euroclear UK & International Limited does not make available
special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply
in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal member, or sponsored
member, or has appointed a voting service provider, to procure
that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers
are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system
and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
2 In the case of Depositary Interest Holders, a form of direction
may be requested and completed in order to instruct
Computershare Company Nominees Limited, the Depositary,
to vote on the holder’s behalf at the Meeting by proxy or, if the
Meeting is adjourned, at the adjourned meeting. Requests for a
hard copy should be sent to Computershare Investor Services
(Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol
BS99 6ZZ.
3 To be effective, a valid form of direction (and any power of
attorney or other authority under which it is signed) must be
received electronically or delivered to Computershare Investor
Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZZ by no later by 1:00pm UK time on 31
July 2026 or 72 hours before any adjourned Meeting.
4 The Depositary will appoint the Chairman of the meeting as
its proxy to cast your votes. The Chairman may also vote or
abstain from voting as they think fit on any other business
(including amendments to resolutions) which may properly
come before the meeting.
95
ADDITIONAL INFORMATION
5 The ‘Vote Withheld’ option is provided to enable you to abstain
from voting on the resolutions. However, it should be noted
that a ‘Vote Withheld’ is not a vote in law and will not be
counted in the calculation of the proportion of the votes ‘For’
and ‘Against’ a resolution.
6 Depositary Interest holders wishing to attend the meeting
should contact the Depositary at Computershare Investor
Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZZ or by emailing UKALLDITeam2@
computershare.co.uk by no later than by 1:00pm UK time on 31
July 2026.
All holders
1 The quorum for the Annual General Meeting shall be two or
more shareholders present in person or by proxy. If within two
hours from the time appointed for the meeting a quorum is not
present, the meeting shall be adjourned to the next business
day at the same time and place or to such other time and place
as the Directors may determine, and if a quorum is not present
at any such adjourned meeting, the meeting shall be dissolved.
2 As of 7 July 2026 the Company’s total number of shares in issue
is 67,353,610 Ordinary shares of 1p each and 127,976,420 ‘A’
non-voting Ordinary shares of 1p each in issue. The Ordinary
shareholders are entitled to one vote per Ordinary share held.
The ‘A’ non-voting Ordinary shares do not entitle the holders to
vote or receive notice of meetings, but in all other respects they
have the same rights as the Company’s Ordinary shares.
3 A copy of this notice and other information can
be found at www.hansaicl.com/portfolio-and-
performance/#Publicationstab
96
Hansa Investment Company Limited Annual Report 31 March 2026
Company information
The Company currently manages its affairs so as to be a qualifying
investment company for ISA purposes, for both the Ordinary and
‘A’ non-voting Ordinary shares. It is the present intention that the
Company will conduct its affairs so as to continue to qualify for
ISA products. In addition, the Company is classified as a Readily
Realisable Security under FCA rules and can be recommended by
independent financial advisors to ordinary retail investors. Finally,
Hansa Investment Company Limited is registered as a Reporting
Financial Institution with the US IRS for FATCA purposes.
Capital structure
The Company has, as at 31 March 2026, 67,353,610 Ordinary shares
of 1p each and 130,163,920 ‘A’ non-voting Ordinary shares of 1p
each in issue. The Ordinary shareholders are entitled to one vote
per Ordinary share held. The ‘A’ non-voting Ordinary shares do
not entitle the holders to vote or receive notice of meetings, but
in all other respects they have the same rights as the Company’s
Ordinary shares.
Secretary and registered office
Conyers Corporate Services (Bermuda) Limited
Clarendon House
2 Church Street PO Box HM666
Hamilton HM CX Bermuda
Investor information
Register for updates
To receive the latest news and
views on the Company, please
register at
www.hansaicl.com
Please contact the Additional Administrative
Services Provider , as below, if you have any
queries concerning the Company’s investments
or performance.
Additional Administrative Services Provider
Hansa Capital Partners LLP
6th Floor North
20 Balderton Street
London
W1K 6TL
United Kingdom
Telephone: +44 (0) 207 647 5750
Email: hiclenquiry@hansacap.com
Website: www.hansagrp.com
Please contact the Registrars, as below, if you
have a query about a certificated holding in the
Company’s shares.
Registrar
Computershare Investor Services (Bermuda) Limited
c/o 13 Castle Street
St Helier
Jersey
JE1 1ES
Telephone: +44 (0) 370 707 4040
Email: info@computershare.co.je
Website: www.computershare.com/je
If you have a query, you can call our Shareholder helpline
on +44 (0) 370 707 4040. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable
international rate. Lines are open between 08:30 - 17:30,
Monday to Friday excluding public holidays in England
and Wales.
Further information about Hansa Investment
Company Limited, including monthly fact sheets,
Stock Exchange announcements and shareholder
presentations, can be found on the Company’s
website: www.hansaicl.com.
97
ADDITIONAL INFORMATION
Financial calendar
Company year end
31 March
Annual Report released to shareholders
July
Annual General Meeting
August
Announcement of half-year results
November
Half-year Report released to shareholders
December
Dividend payments
The Board introduced a Capital Allocation policy whereby the
Company would implement on-market share buybacks of between
2% and 4% of its issued share capital (which may include both
voting Ordinary shares and ‘A’ non-voting Ordinary shares). As part
of this announcement, the Company expected to only pay dividends
to the extent required to ensure that HICL is not treated a non-
mainstream pooled investment.
In future, the Board has decided to continue with its share buyback
programme at or around previously announced levels. It will keep
the Company’s dividend policy under review.
Share price listings
The price of your shares can be found on our website. In addition,
share price information for Ordinary shares / ‘A’ non-voting
Ordinary shares can be found via the following codes:
ISIN
BMG428941162 / BMG428941089
SEDOL
BKLFC18 / BKLFC07
Reuters
HAN.L / HANA.L
Bloomberg
HAN LN / HANA LN
TIDM
HAN / HANA
Legal Entity Identifier
213800RS2PWJXS2QDF66
Investor disclosure
AIFMD
Hansa Investment Company Limited’s AIFMD Investor Disclosure
document can be found on its website. The document is a
regulatory requirement and summarises key features of the
Company for investors.
Packaged Retail and Insurance-based Investment
Products (PRIIPs)
Under the PRIIPs Regulation (Regulation (EU) 1286/2014), the
manufacturer of any investment company was required to make
available a Key Investor Documents (KID). This was formally
enforced by new legislation in November 2024 (The Packaged Retails
and Insurance Based Investment Products (Retail Disclosure)
(Amendment) Regulations 2024). There is no replacement for
the KID, and whilst the FCA finalises details in relation to any
replacement requirements, KIDs for both the Ordinary and ‘A’ non-
voting Ordinary shares of the Company will continue to be available
for all prospective investors. Links to these documents can be found
on the Company’s website: www.hansaicl.com.
Service providers
Independent Auditor
PricewaterhouseCoopers LLP
Solicitors – Bermuda
Conyers Dill & Pearman Limited
Solicitors – UK
Dentons UK and Middle East LLP
Custodian
Banque Lombard Odier & Cie SA
Stockbroker
Winterflood Investment Trusts
Administrator
Juniper Partners
Alternative Investment Fund Manager
and Investment Manager
Hanseatic Asset Management LBG
Investment Advisor
Hansa Capital Partners LLP
98
Hansa Investment Company Limited Annual Report 31 March 2026
Association of Investment Companies (AIC)
The Association of Investment Companies is the UK trade
association for closed-ended investment companies (www.theaic.
co.uk). Despite the Company not being UK domiciled, the Company
is UK listed and operates in most ways in a similar manner to a UK
Investment Trust. Therefore, the Company follows the AIC Code
of Corporate Governance and the Board considers that the AIC’s
guidance on issues facing the industry remains very relevant to the
operations of the Company.
Alternative Investment Fund Managers Directive
(AIFMD)
The AIFMD is a regulatory framework for alternative investment
fund managers (AIFMs), including managers of hedge funds, private
equity firms and investment trusts. Its scope is broad and, with a few
exceptions, covers the management, administration and marketing
of alternative investment funds (AIFs). Its focus is on regulating the
AIFM rather than the AIFs.
Annual dividend / dividend
The amount paid by the Company to shareholders in dividends (cash
or otherwise) relating to a specific financial year of the Company.
The Company’s dividend policy for the year to 31 March 2026 set out
as part of the Prospectus and Circular relating to the combination
with Ocean Wilsons. Namely that the Company expected to not
pay any dividend until the outcome of the transaction was known.
Further, if the transaction was successful, the Company expected to
implement a Capital Allocation policy and only pay dividends to the
extent required to ensure that HICL is not treated a non-mainstream
pooled investment.
In future, the Board has decided to continue with its share
buyback programme at or around previously announced
levels. It will keep the Company’s dividend policy under review.
Bid price
The price at which you can sell shares determined by supply
and demand.
Capital allocation policy / share buyback
As set out in the combination documents, the Board intends to
pursue a capital allocation share buyback of between 2% and 4%
per annum. This is subject to ongoing review with advice from
the Company’s Broker. The Board reserves the right to increase
purchases in this financial year if suitable opportunities occur.
Capital structure
The stocks and shares that make up a company’s capital, i.e.
the amount of ordinary and preference shares, debentures and
unsecured loan stock etc. which are in issue.
Closed-ended
A company with a fixed number of shares in issue.
Depositary/custodian
A financial institution acting as a holder of securities for safekeeping.
Discount
When the share price is lower than the NAV, it is referred to as
trading at a discount. The discount is expressed as a percentage of
t h e N AV.
Expense ratio
An expense ratio is determined through an annual calculation,
where the operating expenses are divided by the average NAV. Note
there is also a description of an additional PRIIPs KID Ongoing
Annual Charges percentage explained in this Annual Report.
FCA
The Financial Conduct Authority (FCA) is a financial regulatory body
in the United Kingdom.
Five-year rolling NAV return (per annum)
The rate at which, compounded for five years, will equal the five
year NAV total return to end March, assuming dividends are always
reinvested at pay date.
Five-year NAV and share price total return
Rebased from 0% at the start of the five year period, this is the rate at
which the Company’s NAV and share prices would have returned at
any period from that starting point, assuming dividends are always
reinvested at pay date.
FRC
The Financial Reporting Council (FRC) is an independent
regulator in the UK and Ireland, responsible for regulating auditors,
accountants, actuaries, and setting the UK’s Corporate Governance
and Stewardship Codes.
Gearing
Gearing refers to the level of borrowing related to equity capital.
Hedging
Strategy used to reduce risk of loss from movements in interest rates,
equity markets, share prices or currency rates.
Issued share capital
Issued share capital is the total number of shares subscribed to by
the shareholders. The issued share capital increased significantly
during the financial year as a result of the combination with
Ocean Wilsons.
Key Information Document (KID)
This is a document of a form previously stipulated under the UK
PRIIPs Regulations. It provides basic, pre-contractual, information
about the Company and its share classes in a simple and accessible
manner. It is not marketing material. At the time of this Annual
Report, the UK regulatory authorities have temporarily suspended
the requirement for Investment Companies to publish a KID
following feedback that the documents were unclear to users –
particularly regarding fee disclosures. Whilst this review is ongoing,
the Company has continued to publish a KID for each share class
in substantially the same form as previously required, but with
additional disclosure where it is felt appropriate. The Company
awaits further clarification from the UK regulatory authorities.
Glossary of terms
99
ADDITIONAL INFORMATION
Key Performance Indicators (KPIs)
A set of quantifiable measures a company uses to gauge its
performance over time. These metrics are used to determine a
company’s progress in achieving its strategic and operational
goals and also to compare a company’s finances and performance
against other businesses within its industry. In the case of historic
information, the KPIs will be compared against data of both the
Company and, prior to the Company’s formation, from Hansa
Trust Ltd.
Market capitalisation
The market value of a company’s shares in issue. This figure is found
by taking the stock price and multiplying it by the total number of
shares outstanding.
Mid price
The average of the bid and offer prices of a particular
traded share.
Net Asset Value (NAV)
The value of the total assets minus liabilities of a company.
Net Asset Value total return
See Total return.
Offer price
The price at which you can buy shares determined by supply
and demand.
Ongoing Annual Charges percentage
Ongoing Annual Charges are those expenses of a type which are
likely to recur in the foreseeable future, whether charged to capital
or revenue, and which relate to the operation of the investment
company as a collective fund, excluding the costs of acquisition/
disposal of investments, financing charges and gains/losses arising
on investments. Ongoing Annual Charges are based on costs
incurred in the year as being the best estimate of future costs.
The Ongoing Annual Charges percentage is the ongoing charge
amount divided by the average NAV over the period measured and,
as an example, is calculated for the year ending 31 March 2026
as follows:
2026
£000
Total management fee 4,866
Other expenses (excluding fees in relation to the transaction
with OWHL, broker fees and banking transaction charges)
2,563
Total ongoing expenses 7,429
Average NAV 654,373
Ongoing Annual Charges percentage 1.1%
Ordinary shares
Shares representing equity ownership in a company allowing
investors to receive dividends. Ordinary shareholders have the
pro-rata right to a company’s residual profits. In other words, they
are entitled to receive dividends if any are available after payments
to financial lenders and dividends on any preferred shares are paid.
They are also entitled to their share of the residual economic value
of the company should the business unwind.
Hansa Investment Company Limited has two classes of Ordinary
shares – as at 31 March 2026, the Ordinary shares (67,353,610
shares) and the ‘A’ non-voting Ordinary shares (130,163,920 shares).
Both have the same financial interest in the underlying assets of
the Company and receive the same dividend per share, but differ
only in that only the former shares have voting rights, whereas the
latter do not. They trade separately on the London Stock Exchange,
nominally giving rise to different share prices at any given time.
Premium
When the share price is higher than the NAV it is referred to as
trading at a premium. The premium is expressed as a percentage of
t h e N AV.
Packaged Retail and Insurance-based Investment Product
(PRIIP)
Packaged retail investment and insurance-based products (PRIIPs)
make up a broad category of financial assets that are regularly
provided to consumers in the European Union. The term PRIIPs,
created by the European Commission to regulate the underlying
market, is defined as any product manufactured by the financial
services industry, to provide investment opportunities to retail
investors, where the amount repayable is subject to fluctuation
because of exposure to reference values, or the performance of
underlying assets not directly purchased by the retail investor. See
also Key Information Document (KID).
PRA
The Prudential Regulation Authority (PRA) is a United Kingdom
financial services regulatory body responsible for the prudential
regulation and supervision of banks, building societies, credit
unions, insurers, and major investment firms.
Shareholders’ funds/equity shareholders’ funds
This value equates to the NAV of the Company. See NAV.
Spread
The difference between the bid and ask price.
Tradable Instrument Display Mnemonics (TIDM)
A short, unique code used to identify UK-listed shares. The TIDM
code is unique to each class of share and to each company. It allows
the user to ensure they are referring to the right share. Previously
known as EPIC.
Total return
When measuring performance, the actual rate of return of an
investment or a pool of investments over a given evaluation
period. Total return includes interest, capital gains, dividends and
distributions realised over a given period of time.
Total return – shareholder
The total return to a shareholder is a measure of the performance
of the Company’s share price over time. It combines share price
appreciation/depreciation and dividends paid to show the total
return to the shareholder expressed as an annualised percentage.
In the case of historic information, the total return will include
data against data of both the Company and, prior to the Company’s
formation, from Hansa Trust Ltd.
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Hansa Investment Company Limited Annual Report 31 March 2026
OVERVIEW
101
Hansa Investment Company Limited
Clarendon House
2 Church Street
PO Box HM666
Hamilton HM CX Bermuda
+44 (0) 207 647 5750
hiclenquiry@hansacap.com
www.hansaicl.com