Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2024 ## INVESTMENT TRUST PLC ### Annual Report and Financial Statements for the year ended 31 March 2024 ## About Us ### Odyssean Investment Trust PLC (the “Company” or “OIT”) is an investment trust which ### is listed on the premium segment of the Official List of the FCA and admitted to trading ### on the premium segment of the main market for listed securities of the London Stock ### Exchange. The Company had total net assets of £187.6m as at 31 March 2024. The Board of the Company comprises five non-executive Directors, all of whom are independent of the portfolio manager, Odyssean Capital LLP (“Odyssean Capital” or the “Portfolio Manager”). For further details please see pages44and 45. Winner at the Investment Company of the Year Awards 2023 - UK Smaller Companies Category. ODYSSEAN INVESTMENT TRUST PLC ## Contents 1 OVERVIEW 2 Investment Objective 3 Investment Policy 5 Financial Summary Overview 6 STRATEGIC REPORT 7 Chairman’s Statement 10 Portfolio Manager’s Report 22 Portfolio of Investments 23 Distribution of Investments 24 Business Review Strategic Report 36 Risk Management 43 GOVERNANCE 44 Board of Directors 46 Directors’ Report 50 Corporate Governance Statement Governance 56 Audit Committee Report 59 Directors’ Remuneration Report 63 Statement of Directors’ Responsibilities 65 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ODYSSEAN INVESTMENT TRUST PLC Report 70 FINANCIAL STATEMENTS Independent Auditor’s 71 Statement of Comprehensive Income 72 Statement of Changes in Equity 73 Statement of Financial Position 74 Cash Flow Statement 75 Notes to the Financial Statements Financial Statements 87 ADDITIONAL INFORMATION AND NOTICE OF AGM 88 Shareholder Information 89 Glossary 91 Notice of Annual General Meeting 98 Explanatory Notes to the Resolutions 101 Corporate Information and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 1 ## Investment Objective ## The investment objective of the ## Company is to achieve attractive ## total returns per share principally ## through capital growth over a long- ## term period. 2 ODYSSEAN INVESTMENT TRUST PLC ## Investment Policy ### The Company primarily invests in smaller – The Company may invest up to 20 per cent. of Gross Assets at the time of investment in quoted securities ### company equities quoted on markets operated not traded on the London Stock Exchange. ### by the London Stock Exchange, where the – The Company will not invest more than 10 per cent., ### Portfolio Manager believes the securities Overview in aggregate, of Gross Assets at the time of investment ### are trading below intrinsic value and where in other listed closed-end investment funds. ### this value can be increased through strategic, Ethical and sustainability investment restrictions ### operational, management and/or financial 1 The Company will not invest in companies which derive ### initiatives. Where the Company owns an any revenue from, or are engaged in: ### influencing stake, it will engage with other – the production or direct distribution of pornography; ### stakeholders to help improve value. The Strategic Report ### Company may, at times, invest in securities – the manufacture, production or retail of controversial 2 weapons (e.g. chemical, biological or nuclear weapons, ### quoted on other recognised exchanges and/or cluster munitions, landmines), civilian firearms and ### unquoted securities. ammunition; – the manufacture of alcohol and tobacco products; It is expected that the majority of the Portfolio by value will be invested in companies too small to be considered – the ownership or operation of gambling facilities; Governance for inclusion in the FTSE 250 Index, although there are no specific restrictions on the market capitalisation of issuers – sub-prime and/or predatory lending; into which the Company may invest. – oil and gas production (both conventional and The portfolio will typically consist of up to 25 holdings, unconventional, including shale oil and gas, coal seam with the top 10 holdings accounting for the majority of gas, coal bed methane, thermal coal, tar sands, Arctic the Company’s aggregate Net Asset Value (“NAV”) across onshore/offshore deepwater, shallow water and other a range of industries. The Company will adhere to an onshore/offshore) extraction and refining; Report exclusion-based investment approach to avoid investment in companies involved in activities the Company deems – animal experimentation or animal testing, (a) where Independent Auditor’s unethical and/or unsustainable. there is a proven alternative and/or where testing is not mandated by regulation; or (b) where there is The Company may hold cash in the Portfolio from time to no proven alternative and/or the experimentation time to maintain investment flexibility. There is no limit or testing is mandated by regulation, but where the on the amount of cash which may be held by the Company investee company is not adhering to the “three Rs” from time to time. ethics of Replacement, Reduction and Refinement. The Company will not invest more than 10 per cent., in Investment restrictions Financial Statements aggregate, of Gross Assets at the time of investment in – No exposure to any investee company will exceed companies involved in distributing, licensing, retailing or 15 per cent. of Net Asset Value at the time of investment. supplying tobacco and/or alcohol beverage products. 1 – The Company may invest up to 20 per cent. of Gross The Company will base its analysis of an investee company’s revenues and activities on publicly available information, and will exclude revenues and Assets at the time of investment in unquoted securities activities that are considered to be de-minimis, being those that represent less where the issuer has its principal place of business in than 1% of the investee company’s revenue. the UK. 2 Controversial weapons are those that have an indiscriminate and disproportional humanitarian impact on civilian populations, the effects of and Notice of AGM which can be felt long after military conflicts have ended. Additional Information ODYSSEAN INVESTMENT TRUST PLC 3 ## Investment Policy (continued) Borrowings As a Small Registered AIFM, the Company may not employ borrowings. Derivatives and Hedging The Company will not use derivatives for investment purposes. It is expected that the Company’s assets will be predominantly denominated in Sterling and, as such, the Company does not intend to engage in hedging arrangements, however, the Company may do so if the Board deems it appropriate for efficient portfolio management purposes. General The Company will not be required to dispose of any asset or to rebalance the Portfolio as a result of a change in the respective valuations of its assets. The Company intends to conduct its affairs so as to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010. Any material change to the Company’s investment policy set out above will require the approval of shareholders by way of an ordinary resolution at a general meeting and the approval of the Financial Conduct Authority (the “FCA”). Non-material changes to the investment policy may be approved by the Board. 4 ODYSSEAN INVESTMENT TRUST PLC ## Financial Summary Company performance As at 31 March 2024 As at 31 March 2023 Change Shareholders’ funds £187.6m £181.2m 3.5% NAV per share 154.4p 160.4p (3.7)% Share price per share 155.5p 164.0p (5.2)% Overview # | Share price premium to NAV per share | | | 0.7% 2.2% | | | | --- | --- | --- | --- | --- | --- | | | | Year ended | | | Year ended | | | 31 March 2024 | | | 31 March 2023 | | Revenue return per share (0.4)p 0.2p Capital return per share (5.3)p (4.1)p Strategic Report # Total return per share (5.7)p (3.9)p # | NAV total return per share | | | | (3.7)% (2.2)% | | | | --- | --- | --- | --- | --- | --- | --- | | DNSC (formerly NSCI) ex IC plus AIM Total Return Index | * 3.0% (13.4)% | | | | | | | | | | Year ended | | | Year ended | | Cost of running the Company | | 31 March 2024 | | | 31 March 2023 | | Governance # Ongoing charges 1.48% 1.45% # Alternative Performance Measures (see Glossary beginning on page 89). * Used by the Company as comparator, not a Benchmark. Source: Bloomberg. Past performance is not a guide to future performance. Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 5 ## Strategic Report ### STRATEGIC REPORT 7 Chairman’s Statement 10 Portfolio Manager’s Report 22 Portfolio of Investments 23 Distribution of Investments 24 Business Review 36 Risk Management 6 ODYSSEAN INVESTMENT TRUST PLC ## Chairman’s Statement Overview Introduction In response to buying demand exceeding selling demand over the period, the Company issued a total of 8,507,000 I am pleased to present the Company’s Annual Report shares at a premium to NAV, which meant that there was and Financial statements for the year ended 31 March no dilution to existing shareholders. Since the year end and 2024. This is my first report as Chairman of the Company up to 10June 2024, the latest practicable date prior to the following Jane Tufnell’s retirement from the Board on publication of this report, a further 2,075,000 shares have 31March 2024. Jane was Chairman from the launch of been issued at a premium to NAV. theCompany. The Company’s average discount since IPO has been Performance 0.1%. The Board believes that the Company’s strong Strategic Report absolute and relative rating is driven by a number of factors Over the year, the net asset value per share (‘NAV per including good performance, a differentiated strategy share’) of your Company fell by 3.7%, in a year where (only accessible to investors via the Company), effective the NAV per share was more volatile than normal. The communication with existing and potential investors, Company’s performance reflected markets and volatility a clear discount control policy (including a periodic driven by stock specific issues, but was below the broader redemption facility), a well-balanced register of long- market return of c.3%. Unlike in previous years, none of term shareholders and (multiple) features which align the the portfolio companies benefited from takeover activity, Governance interests of all stakeholders. which in a concentrated portfolio can make a significant difference to returns. Dividend Equity markets have been coping with considerable The Directors expect that returns for shareholders will be uncertainties – geopolitical, monetary policy, asymmetric driven primarily by capital growth of the shares rather than economic growth around the world, as well as entering dividend income. No dividend is proposed for the year a period where political change is likely. Equity returns ended 31 March 2024. were dominated by the performance of the largest US tech Report stocks. US equities as a whole have remained favoured by investors, with capital continue to flow into that region Board of Directors Independent Auditor’s such that US equities account for c.70% of global equities As I mentioned earlier, Jane Tufnell had been Chairman of by market value. the Company since its inception in 2018. In her Chairman’s Statement at the half-year stage Jane mentioned that it The net assets of your Company increased modestly was appropriate to identify a new Chairman at an early during the year due to a small number of new shares being stage as, in addition to Board succession, the Company issued. It is encouraging to continue to see support for the was also moving towards the period when it would be Company and its differentiated investment strategy even honouring its commitment to provide an exit opportunity during times of uncertainty. for shareholders. This has allowed me to be in a position to Financial Statements take the Company through the exit opportunity and, prior Discount and Premium Management to making any election, investors now also know who the Chairman would be for the next investment period. The share price has tracked in line with the NAV per share over the period, albeit with continued volatility. On behalf of the Board, I would like to thank Jane for her The Company’s shares ended the period trading around leadership and wise counsel during her time on the Board, itsNAV. a period during which the Company achieved strong performance for shareholders. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 7 ## Chairman’s Statement (continued) Company Strategy The Board shares the views of the Portfolio Manager and major shareholders that the Redemption Facility is a key In April 2024 the Board reviewed the Company’s strategy positive attribute and differentiator of the Company. As a against the assumptions and proposition presented to result, I am pleased to confirm that the Board intends to shareholders in the IPO Prospectus. It is pleasing to note continue to offer this facility every seventh year as set out that, with the exception of unsupportive markets and a in the original prospectus. de-rating of UK equities, many of the assumptions have been proven and the proposition allowed the Company to navigate six years of quite extraordinary events. Growth of the Company Since launch, the majority of the growth in the Company As well as the Board review, I have taken the opportunity to has been organic due to performance delivered by the meet with a number of the Company’s largest shareholders Portfolio Manager. However as previously mentioned to hear their views on the Company and its prospects. the Company has also taken the opportunity to issue new shares at a premium to net asset value. The growth has The concentrated investment strategy of the Company been measured and spread across wealth managers, retail is less impacted than much more diversified peers. As investors and high net worth individuals. It has also led to a result, whilst the well-publicised shrinkage of the the shareholder base continuing to diversify. UK equity market reduced choice for all investors, it has much less impact on the Company’s investment The Board continues to believe that the growth in the strategy. Moreover, the Board remains of the view that Company provides a number of benefits to shareholders the addressable market is substantial and the Portfolio including greater liquidity in the shares and a lower Manager’s investment approach should continue to deliver ongoing charges figure as the fixed costs of the Company attractive differentiated returns. are spread over a larger asset base. After careful consideration and in light of the feedback Wealth managers represent c.50% of the shareholder from major shareholders, the Board concluded that the base of the Company. The Board remains mindful of purpose and strategy of the Company remained highly the continued consolidation of the very large wealth relevant, the prospects for future returns remain attractive, managers, where some investment managers are restricted and that little or no change to the key features was to only purchasing securities approved by a central research necessary. However, the Board will continue to review the team. These tend to be larger investment companies than strategy regularly. the Company. The Company has only a very limited proportion of its shareholder base which is subject to such Redemption Event consolidation and therefore potentially subject to this risk. The Board also continues to believe that organic growth The Board believes that the Redemption Facility set out over the next three to five years alone will help propel the in the IPO Prospectus has been one of the key factors in Company to a size where it is a more attractive prospect for helping the Company’s shares trade at or around NAV. On investors from larger wealth managers. 21May the Company announced that it was running the first periodic Tender Offer enabling shareholders to exit The Company has found continued success in attracting their investment. shareholders from small and mid-sized wealth managers, and new startups where the ethos is counter central-buy On 5 June the Company announced that 785,596 shares lists, as well as retail investors. One of the many advantages had been tendered by shareholders, representing 0.6% of this shareholder base is that the register is well balanced of the Company’s issued share capital. On 7 June, the and the shares have the potential to be more liquid Company announced that all of these shares had been than a similar sized investment company with a more resold to institutional shareholders. As a result, the share concentrated shareholder base. count of the Company has remained flat. The Board is also aware that the investment strategy is The Board believes that the low level of participation in not infinitely scalable. However, it shares the Portfolio the Tender Offer reflects the performance delivered by the Manager’s view that there appears to be considerable portfolio management team in a challenging market since room for the Company to grow before returns from the launch as well as a recognition of the Company’s unique investment approach. investment strategy risk being diminished. 8 ODYSSEAN INVESTMENT TRUST PLC ## Chairman’s Statement (continued) Annual General Meeting (“AGM”) Alongside the potential optionality from M&A, whilst we wait for sentiment to change, many portfolio companies The sixth AGM of the Company will take place at have the scope to drive improved operating profits from 12.00noon on Wednesday, 4 September 2024. TheAGM strategic and operational initiatives which are in the control will be held at the offices of Odyssean Capital LLP, of their management teams. Elementis and Spire are good 6 Stratton Street, Mayfair, London W1J 8LD. The examples where the respective executives have announced Notice convening the AGM together with explanations Overview structural cost savings and efficiencies to drive an increase of the proposed resolutions can be found in the Notice in EBIT (Earnings Before Interest and Taxes) of at least ofMeeting. 30%, alongside initiatives to improve sales growth. Such examples of self help at these companies, and others in the Outlook portfolio, have been masked or seemingly not reflected in For much of the period since the Company launched share prices due to depressed sentiment. This augurs well UK equities, particularly UK Smaller Companies, have for future returns as the investment market improves. been out of favour, despite the compelling value they The closed ended fund structure has been a good match have been offering for the past couple of years. Whilst the Strategic Report for the investment strategy since the Company launched, Portfolio Manager and my predecessor must have felt like offering the Portfolio Manager certainty of capital in lone voices at times, pleasingly over recent months there difficult times, and allowing them the luxury of buying has been a much broader recognition of this anomaly and or adding to stakes in less liquid quoted companies at opportunity. attractive valuations. As markets rebound, it also enables It’s impossible to predict the timing of any reassessment the Portfolio Manager to manage capacity and capital and re-rating of UK equities, nor the specific catalyst or carefully to optimise returns to existing shareholders. catalysts driving this. Assuming we are at the peak of the Governance We are grateful for the ongoing support and patience interest rate cycle, the first interest rate cut might be one shown by shareholders during the period. such catalyst. The Board shares the Portfolio Manager’s belief that the Company’s portfolio companies should be Linda Wilding major beneficiaries of this change. Chairman Whilst we wait for this re-evaluation, further M&A activity 11 June 2024 is possible. The portfolio was not a major beneficiary of M&A in the year under review, potentially due to its skew Report towards industrial companies – a sector where there was limited M&A during 2023. However, it is notable that Independent Auditor’s M&A activity among industrial companies has appeared to re-emerge in 2024, just as trading conditions appear to be on the cusp of recovering. The recent bid interest for portfolio company XP Power is more evidence of this emerging trend. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 9 Stuart Widdowson Ed Wielechowski ## Portfolio Manager’s Report Details of the Portfolio Manager Stuart Widdowson, Co-fund Manager The Company’s Portfolio Manager is Odyssean Capital Stuart has spent the last 23 years investing in public and LLP. private UK small and mid-size corporates and a further two years providing investment advisory services in the The Portfolio Manager was founded in 2017 by Stuart same field. Widdowson and Harwood Capital Management Limited, an independently owned investment group, and is jointly Prior to founding the Portfolio Manager, Stuart was owned by both parties. The Chairman of Odyssean Capital at GVQ Investment Management (“GVQ”), where he LLP is Ian Armitage, former CEO and Chairman of held the position of fund manager and head of strategic HgCapital. investments for more than seven years. During his time at GVQ, Stuart led the transformation of the performance The Portfolio Manager’s investment team, Stuart of Strategic Equity Capital plc (“SEC”) and significantly Widdowson and Ed Wielechowski, identify and undertake improved shareholder value. Stuart led SEC to win several research on potential investee companies as well as industry awards and was recognised as Fund Manager of managing the portfolio. They draw on the experience of a the Year at both the PLC and QCA awards in 2015. three-strong Panel of Advisers, who have run and invested in multiple quoted and unquoted smaller companies. In Stuart began his career as a strategy consultant undertaking addition, the investment team draws on the expertise and commercial due diligence and strategy projects for private experience of Mr Armitage and Mr Christopher Mills, equity and corporate clients. In 2001, he joined HgCapital who sits on Odyssean Capital’s Board as a Non-Executive and spent five years working on small and mid-cap leveraged JV Partner. Mr Armitage and Mr Mills have more than buyouts in the UK and Germany. During this time, he 85 years’ combined investment experience in quoted and worked on a number of public to private transactions of unquoted smaller companies. UK quoted companies. Ed Wielechowski, Co-fund Manager Ed joined the Portfolio Manager in December 2017 as a Fund Manager. Prior to joining Odyssean Capital, Ed was a Principal in the technology team at HgCapital. He joined HgCapital in 2006 and worked on numerous completed deals, including multiple bolt-on transactions made by portfolio companies. He has additional quoted market experience, having led the successful IPO of Manx Telecom plc in 2014, as well as having evaluated and executed public to private transactions. Ed started his career as an analyst in the UK mergers and acquisitions department of JPMorgan in 2004. 10 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) The investment approach The absolute return mentality of the strategy, allied with the desire to avoid being a forced seller, may lead to net cash Our investment approach applies the core elements of the balances being held over the long-term. We anticipate a core private equity investment philosophy – highly focused, range of 5 to 15% over the long term. Net cash balances will long-term, engaged ‘ownership’ style investment - to public not be used as an attempt to market time, but to enable us to markets. We believe that this approach creates a portfolio invest where blocks of stock are available rather than being unlike that of many typical public equity funds and that, Overview required to sell a less liquid holding on short notice. well executed, can offer attractive, differentiated, risk- adjusted returns. Implementing the investment strategy – Highly concentrated portfolio: We look to build a There are three key factors we look for when we analyse a highly concentrated portfolio of no more than 25 potential investment investee companies where we carry out intensive diligence, only investing behind our highest conviction 1) a valuation opportunity; ideas. 2) in a higher-quality company; and Strategic Report – Narrow focus: We are focused on smaller companies typically too small for inclusion in the FTSE 250 3) with improvement potential. index. We believe this market is less efficient, offering more opportunities to find mis-pricings. Further, we Our view is that buying at a fair price and supporting believe the best investment decisions are made from improved performance generates capital growth, while our a base of knowledge and experience, and we will quality filters mitigate losses in the event of unexpected make the majority of investments in industry sectors headwinds. that we and our advisors, know well (TMT, Services, Governance Industrials and Healthcare). Valuation – Targeting long-term holding periods: We will evaluate We look for two valuation factors in every investment. each investment opportunity over a three to five-year Firstly, what we refer to as “static valuation” - does the investment horizon. We have structured our business company trade at a discount to its current value? This is not to reflect this belief and do not intend to run any only judged by traditional public market ratios. We also capital which is redeemable over short time periods. seek to model every company through the lens of a private To think like an ‘owner’ of a business we believe your equity buyer (of which we have considerable experience) as Report capital should behave like one too. well as evaluating its attractiveness to strategic trade buyers. Independent Auditor’s – Engaged investment style: We are engaged investors. Secondly, we are looking for companies which can grow We like investing in companies which, whilst good, are their value over time – “dynamic valuation”. We particularly underperforming their potential and where we see the look for situations where there are multiple, independent opportunity for constructive corporate engagement drivers of value creation present, and where management to unlock improved sustainable returns for all actions can unlock these. We believe seeking multiple value stakeholders. drivers makes an investment case more secure and less exposed to single areas of uncertainty or misjudgement. The Company’s investment objective is to deliver long Financial Statements term capital growth rather than outperform a specific Quality index. Our differentiated investment approach, allied with our sector focus and the recently revised investment We assess every potential investment against qualitative restrictions approved in January 2021, is likely to lead to and quantitative quality criteria. The quality assessment periods of NAV per share performance materially different is important to mitigate the risk of permanent capital to those of the broader market. We fully anticipate this destruction from investments which fail to achieve potential short-term performance variance and will focus their value potential. In our experience, higher quality on comparative investment performance on a rolling three- companies are more likely to maintain a minimum value year basis. through difficult times and are more able to attract high and Notice of AGM Additional Information calibre management teams to rectify underperformance. ODYSSEAN INVESTMENT TRUST PLC 11 ## Portfolio Manager’s Report (continued) Improvement potential and engagement equity markets, albeit another year of continued volatility. Markets grappled with coping with the highly anticipated We particularly like companies that are in some way recession questioning the narrative of whether economies underperforming relative to their potential, and where experiencing a sharp rise and normalisation of interest rates the current valuation does not price in the potential for could genuinely escape with only a soft landing. Whilst improvement. Once invested, constructive corporate the UK has endured a mild recession, fiscal largesse in the engagement can help to unlock value. Our mantra is to buy USA led to the economy continuing to power ahead. As good businesses and sell excellent businesses. The spectrum the year progressed, expectations of the scope of monetary of areas which can be improved is broad and includes loosening in the US and UK fell, largely driven by the operating performance, asset utilisation, overly complex continued strong US economy. business structures/organisation, strategic direction, poor M&A, investor relations, and governance and pay. Geopolitical events in Ukraine and the Middle East, alongside forthcoming elections (including in the UK) ESG in our investment process also continued to drive uncertainty. We have historically focused on evaluating and engaging UK equities remained unloved, with UK All Cap and Small on corporate governance (“G”) and financial performance and Mid Cap OEICs continuing to see client redemptions, as part of our investment process. despite increasing commentary and acknowledgement that UK equities are trading at considerable discounts to other In January 2021, shareholders approved a change in the major equity markets. M&A picked up materially through investment policy of the Company to implement negative the end of 2023, with bid premia being above long-term screening of certain investments, deemed unethical and or averages. involved in activities which were deemed unsustainable. These restrictions augment our approach to corporate M&A activity helped the performance of the major indices, engagement and provide clarity and certainty to investors with mid caps gaining c.10%, small caps gaining c.11% and largely formalises the approach we have taken since we but with AIM continuing its poor recent run delivering a launched. decline of c.6%. The DNSCX (formerly NSCI) ex IC plus AIM Total Return (which we use as a comparator and not Our partnership with the specialist ESG data provider for a benchmark) rose by 3.0%. smaller quoted companies, announced in December 2020, has enabled us to analyse all our portfolio companies ESG It was not a vintage year for our performance, with performance. Many of these companies are too small to Company’s NAV per share falling 3.7%. As is ever the have attracted ratings from the major ESG rating agencies. case with the concentrated portfolio, individual holdings As at the time of preparation, we have shared these reports are the major determinant of performance rather than the with each of our portfolio companies. broader market. Whilst there was no shortage of positive newsflow, this was more than counterbalanced by negative This is in line with the pragmatic approach to E&S newsflow. In the short term, the higher weighting towards engagement given the more resource-constrained nature the industrials sector, where there have been short-term of smaller quoted companies. Our focus is on how boards destocking issues, has been a dampener on performance. approach sustainability, where the scope for improvement We believe that the valuations of these companies are is, how progress is evaluated and how it is reported to extremely low compared with their strategic value and investors. Our belief is that performing ahead of peers short term trading will have little impact on the long term and market expectations on ESG should attract new value creation potential. Liquidity in these companies is shareholders, a higher rating and a lower cost of equity, all generally low, and in many cases we have taken a long-term things which will drive enhanced returns and benefit the view to facilitate getting the positions we want to own Company’s shareholders. when liquidity is available. In our experience it is very hard to catch the bottom, not least because at this point in such holdings there is often little or no liquidity. Progress and performance in the past year The year to March 2024 was ultimately a positive one for 12 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) Unlike in previous years, none of the Company’s holdings team demonstrated progress with a recovery of consultant were subject to takeover activity, which was another utilisation and gross margins close to target levels, a new absence of a positive driver. vertical market focused sales structure put in place and the delivery of an offshore delivery centre in Manilla ahead The top three positive contributors to performance were of plan. We believe that NCC is now well placed to drive Ascential, Elementis and NCC, all of which generated its cyber consulting business towards a more diverse, and Overview returns in excess of 24% over the year. attractive revenue mix whilst delivering its services in a more flexible and cost-effective way. Although the shares Ascential’s performance was driven by the surprise have recovered, we believe the company is still valued at a announcement in October that the group was selling very material discount to its sum of parts valuation. two of its three divisions, with the Product Design and Digital Commerce businesses being exited for a combined The top three negative contributors to performance were consideration of £1.2billion. Proceeds from these disposals Xaar, XP Power and Videndum, each of which fell in would be used to pay down debt and return £850m to excess of 40% over the year. shareholders (c.89% of the group market cap prior to the announcement). Our original investment in Ascential had Xaar released a 2023 full year trading update in late November Strategic Report been underpinned by a view that the shares were trading that flagged performance for the year was expected to be at a material discount to the sum-of-the-parts value of the in-line with expectations, but also made a material reduction group, and it was pleasing to see this view vindicated. The in expectations for 2024 with performance expected to be outcome of the disposal process was positive in our view effectively flat year on year. This negative shift in outlook and broadly in-line with our expectations of value despite was driven by a combination of factors largely outside of the challenging market conditions at the time of the the company’s control with ongoing macro headwinds in transactions. The shares rose 26% over the period. China impacting demand for ceramics printers and delays to Governance certain OEM (Original Equipment Manufacturer) machine Elementis continued to trade well, demonstrating its ability launches following geopolitical events (notably the situation to price effectively in its coatings business, benefit from in Israel/Gaza) pushing back expected revenue generation. strong demand for personal care products and see a recovery We have continued our detailed diligence following this in its more challenged talc operations. During the year, the update. Whilst short term timing is uncertain, we remain largest investor wrote an open letter to the board calling of the view that there is significant potential for future for the business to be sold. This appears to have catalysed a valuecreation. process of the Company committing to and communicating Report substantial opportunities to improve profitability through The group has unique IP which is challenging and expensive $30m structural cost savings and $90m additional sales for competitors to replicate. The turnaround team appointed Independent Auditor’s through new product launches, which we believe has the in 2020 have been successful in leveraging this IP into new potential to deliver at least a further $30m operating profit. products that will greatly expand Xaar’s addressable market These initiatives, material given the c.$103m profit base, (and create new markets for digital printing), which will over were announced at the Capital Markets Day in November time reduce its dependency on the cyclical ceramic tile printing 2023. We hold a long standing view that Elementis was market. Despite the delays impacting 2024, the pipeline underearning compared with its potential and look forward of expected new machine launches using Xaar printheads to the company delivering on its promises. Although the is strong and growing – delivery of any or all of these gives improved share price performance (up 25% over the year to the group good runway for significant growth over the next March) is pleasing, we still believe that the company’s shares five years. When this revenue growth comes through, the Financial Statements are undervalued and underowned. group’s operating gearing has the potential to lead to exciting bottom line growth. We believe that little of this upside, or the NCC’s financial and share price performance in the period potential value of the IP is in the share price today. began a multi year recovery from the profit warning on the last day of the prior year. The shares rose 27% over the year, As mentioned in our interim results, XP Power has been as the company communicated the delivery of cost savings, through a challenging period with downgrades initially driven alongside a stabilisation of end market demand weakness in by slowing demand from semi-conductor customers and more US West coast tech clients, and strong growth of other parts recently de-stocking in its healthcare and industrials customers. and Notice of AGM Additional Information of the cyber security division (notably the higher quality, These topline pressures drove a material drop in profitability recurring managed services offer). The new management and the company completed an equity raise to strengthen ODYSSEAN INVESTMENT TRUST PLC 13 ## Portfolio Manager's Report (continued) its balance sheet, a move which we supported. Following these updates, we spent more time with the business, board and did further work on the outlook for key end markets notably semi-conductor manufacturing equipment. On the back of this work, we remain convinced of the potential opportunity from here. The business is exposed to attractive end markets, the semi-conductor industry in particular is exposed to long run growth driven by demand for AI and the global build out of additional semiconductor manufacturing capacity as nations look to 'near shore' production of these critical components. Alongside secular market tailwinds, we see significant scope for operational improvement at the company. With the fund raise the group announced a material - £8m-£10m - cost savings program (now executed), as well as initiatives to reduce inventory, and beyond this we see significant scope for further operational improvement through the roll-out of lean manufacturing across the group. An improvement in end markets allied with these operational improvements should return operating margins to at least the 20% seen historically and support strong profit progression in the coming years. Whilst improved trading is unlikely to see the valuation recover to the dizzy heights of more than 4.5x EV/Sales (Enterprise Value-to-Sales) achieved in 2021, we believe a return to normal end market conditions should see the EV/Sales improve from the level of 1.5x at the end of the period to its long-term average of c.2.5x. If the market recovery is as sudden and material as it has been in previous upswings, there is upside to this rating. After the end of the period XP Power announced it had received a number of takeover approaches from an industry peer at significant premiums to the prevailing share price. The board has not engaged with these approaches feeling they do not reflect the intrinsic value in the group. We are supportive of the board's action, and note the strategic interest further underpins our view that the market has undervalued the potential recovery at XPP. Videndum downgraded expectations through 2023 as it was hit by the combination of channel de-stocking and the unprecedentedly long Hollywood writers' and actors strikes which shut down much of the movie and high-end TV production ecosystem for a prolonged period. With the business relatively geared, following historic M&A, the company completed a material rights issue in December 2023 to strengthen its balance sheet. We believe that the 'perfect storm' that hit Videndum in 2023 was a one off and these headwinds should dissipate through the coming year as de-stocking completes and with the strikes now ended. The group maintains leading positions in markets exposed to strong growth drivers (internet usage, vlogging, subscription TV) and should benefit from significant operational leverage as its end markets return. ### Portfolio development In the absence of M&A, portfolio turnover was much lower than prior years. During the period £49m was invested into stock purchases. This level of investment was funded through realisations and investment income of £44m as well as cash inflows of £13m following the issuance of new shares. Overall net cash weighting increased from 0.4% to 2.8% over the year and averaged 2% across the year. Two new investments totalling £5m were made across the period. This is a level of new position investment below our expected trend (typically we would expect c.4-6 new positions per year), in part reflecting the high number of new positions initiated in the prior year. Both the new positions are currently smaller weights, outside of the portfolio top 10, but we see scope to scale these materially as we continue our diligence and if market prices remain attractive. In total c.£44m was invested into existing positions. Significant further investments were made into XP Power, NCC, Dialight and Xaar all of which experienced weak share prices driven by soft ended market demand, which drove earnings downgrades. Our due diligence suggested market reactions were overly severe and represented attractive risk/reward opportunities. Material additional investments were also made into Gooch and Housego and James Fisher which were built to mid weights as we were able to identify and purchase significant blocks of stock where trading liquidity is notoriously poor. Through the period we realised £43m from disposals and dividends. Four positions were fully exited raising c.£23m. The bulk of proceeds from full realisations came from RWS and Wilmington, two positions we had been invested in since 2018 (in the case of RWS through our holding in SDL subsequently acquired by RWS in 2020). Wilmington performed strongly during our investment period, with a new management team simplifying a complex business, driving improved growth, raising margins and strengthening cash generation all of which delivered a 23%+ annualised IRR and 2x cash on our investment. The market return over this period is negligible. In comparison, in spite of the weak share price performance and lowly rating of RWS, we decided to exit the position as we believe that there were more attractive investment opportunities elsewhere in the market and within our existing portfolio. 14 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) We also continued to take profits from investments which We continued to actively engage with portfolio companies have performed well. Notable material realisations were through the year with an ongoing focus on corporate taken from our position in Ascential which benefited governance, investor relations and ESG disclosure. We from the announcement of the successful disposal of two continue to engage an external consultant to conduct a of its three divisions with significant proceeds to come to review of each of our investments against a proprietary shareholders, and Chemring which continued to see strong ESG scoring system. We use this to measure progress of Overview demand across its divisions. the portfolio against ESG disclosure over time as well as an entry point for discussions with boards on these issues Following this investment activity, industrials remains the where appropriate. It remains pleasing to see ongoing largest sector exposure of the portfolio, with a significant improvements in these scores over time, something which portion of this exposure in the B2B electronics sector. Whilst we believe will also ultimately flow through to improved this exposure has not helped performance in the period, we performance. believe that all of these holdings are likely to see improved market conditions through 2024 and 2025, have substantial self-help potential, and are valued on the basis that neither Strategic Report scenario is likely to pass. Portfolio detail At the end of the period under review, the portfolio comprised 16 companies. Key updates through the period for each of our top 10 positions are detailed below: Governance Elementis is a leading producer of specialty chemicals focused on % NAV: 16% personal care, talc and coatings markets. Sector: Industrials Performance in period Elementis delivered a solid performance through 2023, slightly ahead of expectations demonstrating strong pricing in its Coatings division offsetting volume weakness, demand growth in the Personal Care division and some recovery in the more challenged Talc division. Shareholder pressure has coincided with the company announcing plans to substantially increase profits by 2025 through initiatives independent of end market demand. Report Outlook Independent Auditor’s We see the market as currently undervaluing the earning potential of Elementis. Alongside the self help potential, end markets appear to be recovering following a protracted period of destocking by customers. This augurs well for future profit growth, due to operational gearing. These levers support the potential for the group to generate materially higher earnings than current levels and those expected by the market. We believe that little of this potential is reflected in the share price. Leading independent provider of software escrow services and cyber % NAV: 13% security consulting provided through the Assurance division. Sector: TMT Performance in period Financial Statements The last year have seen NCC make solid progress to rehabilitate its cyber security division and demonstrate the inherent value of the group. Trading updates have shown that the turn-around instigated by the new management team is well underway. The stable and lower growth escrow business continues its recent journey of a return to moderate top line growth. Outlook The company recently held earnings forecasts despite disposing of a small subsidiary which would have been earnings dilutive. This is a strong indication that forecasts are now appropriately set and we believe that the company is in the early foothills of an earnings upgrade cycle. We believe that the shares continue to trade at a material discount to the and Notice of AGM sum of parts valuation and action will be taken to narrow this discount. Additional Information ODYSSEAN INVESTMENT TRUST PLC 15 ## Portfolio Manager’s Report (continued) Provider of B2B data, events and digital commerce support platforms % NAV: 11% Sector: TMT Performance in period The key update from Ascential during the period was the October announcement of the disposals of both its product design division and its digital commerce division for total value of c.£1.2bn with £850m to be returned to shareholders (c.89% of market cap prior to the announcement) through a combination of tender offer, special dividend and share buyback. With these disposals Ascential is now a pure play events business focused on two market leading, scale platforms – Marketing (the Cannes Lions business) and FinTech (the Money2020 business). Outlook The remaining events platform is high quality with a track record of organic growth, high margins and strong cash generation. The implied value of this business, remains in our view, too low at current share prices and we note significant trade and PE activity in the sector means any continuing public market under valuation may not be sustainable. Leading manufacturer of power supplies and power converters % NAV: 9% Sector: Industrials Performance in period XP’s trading and share price performance was disappointing across the year, driven by a combination of destocking and weak end markets. Adverse litigation left the balance sheet in a weaker than ideal position, culminating in a need to undertake a moderate equity raise in Q4 2023.Whilst demand from the cyclical semiconductor clients appears to have bottomed (and is poised in our view to benefit from a multi year boom period), the company has experienced other customers from its healthcare and industrial sectors destocking to reduce safety stock build up in the wake of supply chain issues following COVID. Outlook We expect that the company’s order book will begin to grow in absolute terms through Q3, perhaps with semiconductor starting to see an improvement through Q2 2024. Historically when demand comes back on stream, sales have recovered as quickly as they fell. With shares currently trading on c.1.5x EV/Sales compared to long run averages of 2.5x, the market is currently ignoring the potential in such a recovery. The news post period end of a takeover approach from an industry peer at a material premium to the prevailing share price, further supports our view of value in shares at the current price. We materially grew our position on the share price weakness during the period. 16 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) Leading independent designer and manufacturer of industrial inkjet % NAV: 7% print heads Sector: Industrials Performance in period Xaar delivered full year 2023 performance with profits ahead of expectations but alongside this downgraded the outlook Overview for 2024 to performance being largely flat year on year. This downgrade to outlook was driven by a combination of market factors including ongoing tough macro conditions in end markets (notably construction in China) and delays to launches of new print machines by certain OEMs as a result of geo-political events. These issues were arguably outside of the company’s control and likely represented a delay to, rather than a loss of, future demand. Despite this, shares fell materially on the news. Outlook The group has built significant IP over many years which gives Xaar’s products fundamental advantages over competitors, notably in the jetting of highly viscous fluids. Under the current management team the group has been developing this IP for use in new products in new applications that will have the potential to greatly expand the company’s addressable market (as well as create new markets for the application of digital printing). Whilst enhanced products in its core Strategic Report ceramics market is likely to see the company gain share, the biggest driver of future returns will be traction of recently launched and pending new products addressing non ceramics markets – both existing markets as well as new applications for Xaar’s technology. Over time this will reduce the group’s dependency on the cyclical ceramic tile printing market, building a more diverse, resilient and significantly larger business. Successful execution could generate exciting returns over the next three to five years. The EV/Sales multiple is just above half of its long term rating. We materially grew our position on the share price weakness during the period. Governance Manufacturer of photonics solutions for a variety of industrial end % NAV: 5% markets Sector: Industrials Performance in period Gooch delivered a strong set of 2023 results with revenues up 13% organically with margins increasing 60bps. Alongside this the company completed small bolt-ons to strengthen their offer in the growth areas of polymer optics and optical coatings. The start of 2024 saw the group downgrade expectations on the back of ongoing de-stocking at industrial and medical customers and the surprise cancellation of certain defence programs. The latter activities have subsequently been disposed of, which unusually was earnings enhancing. Recent announcements have flagged a stabilisation of demand Report trends with a more positive outlook for the second half of the year expecting an improvement in end market demand. Independent Auditor’s Outlook Despite the short-term headwinds flagged earlier in 2024 we continue to see Gooch as making good progress. The new CEO’s strategic review set out the ambition of doubling group margins through a mix of self-help actions and re-shaping of the portfolio. On both counts we can see early signs of success despite the mixed macro environment. Fundamentally Gooch has world leading IP in growth sectors, which will recover and grow. Combined with the margin plan being delivered by management we see significant value creation to come. The EV/Sales multiple is around half of its long term average rating. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 17 ## Portfolio Manager’s Report (continued) Leading provider of private hospitals in the UK % NAV: 6% Sector: Healthcare Performance in period Spire delivered a strong 2023 with revenues up 13% led by growing demand from NHS and insured customers with self-pay demand maintaining the strong levels seen in the prior year. Group hospital margins showed improvement as cost savings and price rises more than offset the reducing impact of input cost inflation. Alongside the full year results the company flagged a further £60m of cost savings to come in the next two years (from an operating profit base of c£130m), supporting management’s ambition to move hospital margins from current levels of c.17% to a targeted 21% by end of 2026. Through the year the group completed the bolt-on acquisition of Vita Health, expanding Spire’s offer in mental and occupational health and further progressing the group’s ambition to diversify its revenue streams into higher ROCE (Return On Capital Employed) areas. Of course, critically for a business active in healthcare services, it was particularly pleasing to see Spire maintain its exemplary patient care quality with 98% of its sites rated ‘good’ or ‘outstanding’ during the year. Outlook We believe Spire is well placed for the medium term. The demand environment for the group’s services is set to remain strong as high NHS waiting lists drive demand from private patients and from the NHS looking to reduce their backlog (a trend likely to continue regardless of the party in power in Westminster). There remains a strong self-help story, the management team have proven their ability to drive efficiency through rolling best practices and shared services across a historically independently run portfolio of sites, with the recently announced further targeted £60m of offering a material uplift in profitability. The group’s strong cash generation should support the potential for further, diversifying M&A which will help the group drive material ROCE uplifts. Despite this potential and the strong performance across recent years, shares have remained range bound. We see good upside when the market realises the significant changes at the group in recent years. If this does not happen we note historical trade approaches for Spire at valuations materially above current levels. Global leader in LED lighting for hazardous and industrial % NAV: 6% environments Sector: Services Performance in period Dialight faced tough end markets through 2023, with de-stocking and a lower level of large capex driven orders impacting group revenues, which were down 12% overall but only 5% in the core lighting business. Against this challenging backdrop the group took significant steps to drive future value creation. During the last year there has been significant board change with new Chairman, CEO and CFO appointed. Under the guidance of this new team, a revised strategic plan has been initiated which will focus the group onto its core lighting activities with disposals of non-core activities to come. Within the lighting business significant operational improvement has been identified through production site consolidation and automation – this is targeted to move the lighting business back to at least 10%+ EBIT margins by 2026. Finally, sales force improvement and product investment are targeted to drive a return to revenue growth. We have been supportive of the changes at Dialight and see the new team as credible and capable. The company undertook a capital raise to help accelerate the proposed restructuring in which we were happy to take part. Outlook Dialight has been through a period of significant change in the past 12 months after many years of what we believe to be suboptimal performance. The new team have a proven track record of delivering positive change and shareholder value. With a strategy and execution plan in place we are now optimistic for the future. The group maintains product leadership in a market benefiting from secular growth as conversion to LED lighting continues. Arguably the group has not historically made the most of this opportunity with poor manufacturing and sales execution. Their remains work to be done, but the size of the prize for the company could be considerable if the team executes their plan. 18 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) Leading global provider of a range of niche marine services to % NAV: 5% renewable, energy and defence sectors Sector: Services Performance in period James Fisher continued on its transformation journey through 2023. Underlying performance for the year was broadly in-line with expectations with strong demand in the energy and transport markets offsetting slower progress on larger Overview orders in the defence market. Under the new management team the group continued its restructuring. Through the year a review of all business units led to disposals or shuttering of operations which either did not fit the go forward strategy, or were seen as unable to meet the targeted return hurdle - the most significant disposal being the recent £90m sale of the RMS Pump tools business. The proceeds of disposals were used to pay down debt, and with the most recent exit the group has now largely reached its target of 1.5x leverage, a much more comfortable level for the go forward business. Outlook Strategic Report We view 2023 as a transitional year at the start of James Fisher’s transformation journey. The initial focus from management on pruning the portfolio and reducing the balance sheet risk has been sensible and well executed. With this now complete, we see the focus shifting to delivery of the self-help opportunity at the group. The company is active in secularly growing markets where it provides high IP services, but historically this opportunity has been underexploited in a group which has been run as a collection of small, independent business units. Going forward the new management team has a clear plan to drive synergies across the disparate organisation, focusing on the most profitable areas of activity, sharing best practices and increasing efficiency. The initial targets of 10% EBIT margins would be a material uplift on current levels and we believe are readily achievable. Delivery of this self-help opportunity Governance will support potential growth in equity value from here. Leading provider of healthcare, genetics and nutrition services and % NAV: 5% products to the global aquaculture industry Sector: Healthcare Performance in period Benchmark’s trading through the period was solid with revenues up 7%, driven by a notably strong performance from its genetics and health businesses offsetting a decline in the nutrition business which was impacted by a weak shrimp market. Profit performance came in ahead of expectations and pleasingly the group generated positive cash flow. Report The most important news from the Benchmark during the period was the announcement in January 2024 that the Independent Auditor’s board was commencing a strategic review, including a formal sales process for all, or some, of the group’s business units. We support this move by management to crystallise the value we have long seen in the group. Outlook Over the past three years Benchmark has made great strides to simplify and improve the quality of its business, delivering strong growth and improving profitability from its genetics and nutrition divisions and successfully launching its potentially game changing Cleantreat / Ectosan sea lice treatment in its health division. These successes have not been reflected in the price of the company’s shares and we welcome management’s pro-active actions to drive value. Although Financial Statements there is no certainty of any transaction being delivered, we see the group’s assets as worth considerably more than the current share price to the right buyer or buyers. The remaining six investments represent between c.1% and c.5% of NAV each. These are spread across our core focus sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 19 ## Portfolio Manager’s Report (continued) Outlook the Edinburgh Reforms and Mansion House Compacts demonstrate awareness at the highest level that change is At the time of preparation, there is growing awareness of required to support UK capital markets. In the absence of the attractive valuation of UK equities and the low ebb of a naturally driven rating recovery for UK equities, further UK equity markets. We are optimists – such pessimism intervention is likely. tends to be around inflection points – in the words of Mark Twain “The reports of my death are greatly exaggerated”. Thirdly there is M&A. The well-acknowledged UK market discount continues to attract both trade and private equity During a period of zero interest rates, private markets bidders for UK quoted companies. Absent a re-rating, have prospered, driven by extremely low borrowing costs M&A is likely to continue. To date the proceeds of which unlikely to be seen again in many people’s life times. have satisfied fund outflows. However if flows neutralise, Historically what was a private market discount to capital being returned will need to be re-invested in other public valuations, became a private market premium to quoted companies. public market valuations. This illiquidity premium seems anomalous and counter intuitive. Over time, we expect For OIT holders, we look forward to a change in sentiment that public market valuations will probably increase, and towards the asset class we invest in. Whilst we are happy to private market valuations will probably fall. have delivered a decent positive return in the six years post IPO, the absence of a headwind of de-rating could have led It is difficult to predict what will drive a re-appraisal of UK to improved returns. equities by the marginal buyer. However, we believe it will happen. As readers of our presentations and views of our webinars are familiar, we use a valuation tool called Quest® to help us There are multiple potential catalysts. Firstly, we believe we consider and spot valuation anomalies. In our experience it are at the peak of the interest rate cycle. UK inflation is due is an excellent long term fundamental valuation tool. Our to ease materially during Q2 2024, which should support most recent quarterly presentation shows that UK Smaller interest rates being cut through the rest of 2024 and 2025. Companies in aggregate trade at >30% discount to their Risk assets such as smaller company equities tend to re-rate Quest fair values. This is a material outlier compared with when interest rates fall. UK growth and inflation appear to history and other equity markets. Were these companies be decoupled from North America, so it will be interesting in aggregate to trade at fair value, this would imply a re- to see if the Bank of England begins to cut rates before the rating of more than 40%. But there is even more potential Federal Reserve. re-rating than this, as historically UK Smaller Companies have traded at a significant premium to their Quest fair Secondly, any positive change in flows to UK equity values. In short, we believe that the next six years should see open ended funds is likely to transform marginal selling markets re-rate, providing a tail wind to absolute returns to marginal buying. The low liquidity of smaller quoted that can be generated from the portfolio. companies allows the potential of such a change in buying behaviour to drive a sharp re-rating. The change in flows OIT’s absolute performance since IPO has been delivered could be driven either by a natural change in asset allocators we believe through the special situations approach – of views of the UK, and/or be prompted or even encouraged finding decent quality companies, trading at discounts, by some form of government intervention. which have the potential to improve their performance through specific management actions, as opposed to just Asset allocators appear to be more intrigued by UK equities, waiting for a magical re-rating. particularly small and mid caps, than they have been for some time. As Tesla has begun to underperform, there After some pockets of disappointing news in 2023, are more voices highlighting how narrow global equity we see significant scope for value recovery and growth performance has become, especially in the US. This has yet from current levels. We believe we have built a hard to to translate into re-allocating capital away from the US, but replicate portfolio of material positions in companies history suggests it will happen. The exact catalyst is always where management action and self-help. As we review the difficult to predict. From an intervention perspective, both portfolio on an ongoing basis, we are excited to see the 20 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) number of companies which are undergoing significant operational improvement programs. As management drive these efforts over the coming years the companies in which we are invested should emerge as higher quality, more profitable and more valuable enterprises regardless of the wider market. Overview The positions in our portfolio are trading at significant discounts to their long run valuations. Any broader market recovery offers the prospects of significant portfolio returns – were the portfolio to trade on the long term average EV/Sales or Price to Book, the average share price upside across the portfolio would have been in excess of 80% at the end of the period. Whilst we are not reliant on M&A, if markets do not re-rate we would not be surprised Strategic Report to see potential takeover interest in portfolio companies from overseas peers. Stuart Widdowson | Ed Wielechowski Odyssean Capital LLP 11 June 2024 Governance Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 21 ![img-0.jpeg](img-0.jpeg) ## Portfolio of Investments as at 31 March 2024 | Company | Sector | Country of Listing | Cost £'000 | Valuation £'000 | % of Net Assets | | --- | --- | --- | --- | --- | --- | | Elementis | Industrials | UK | 18,839 | 29,072 | 15.5% | | NCC Group | TMT | UK | 30,182 | 24,204 | 12.9% | | Ascential | TMT | UK | 13,863 | 19,747 | 10.5% | | XP Power | Industrials | UK | 23,505 | 16,320 | 8.7% | | Xaar | Industrials | UK | 19,700 | 13,834 | 7.4% | | Gooch and Housego | Industrials | UK | 12,576 | 13,000 | 6.9% | | Spire Healthcare | Healthcare | UK | 9,009 | 11,020 | 5.9% | | Dialight | Industrials | UK | 14,276 | 10,633 | 5.7% | | James Fisher and Sons | Business Services | UK | 9,982 | 9,306 | 5.0% | | Benchmark holdings | Healthcare | UK | 9,832 | 9,036 | 4.8% | | **Top ten equity investments** | | | **161,764** | **156,172** | **83.3%** | | Other equity investments* | | | 30,248 | 26,124 | 13.9% | | **Total equity investments** | | | **192,012** | **182,296** | **97.2%** | | Cash and other net current assets | | | | 5,261 | 2.8% | | **Net assets** | | | | **187,557** | **100.0%** | \* Other equity investments include six investments, each represents between 0.9% and 4.6% of NAV. These are spread across our core focus sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive. 22 ODYSSEAN INVESTMENT TRUST PLC ## Distribution of Investments as at 31 March 2024 Portfolio holdings Holdings by sector (% of net assets) (% of net assets) 2.8% Overview Industrials 15.5% 10.7% 13.9% TMT ■ Elementis ■ NCC Group Business | | | ■ Ascential | | | | --- | --- | --- | --- | --- | | | | | 10.5% | Services | | 4.8% | | ■ XP Power | | | | | 12.9% | ■ Xaar | | | Healthcare ■ Gooch and Housego 5.0% ■ Spire Healthcare Cash and other ■ Dialight 50.8% net current assets | 5.7% | | ■ James Fisher and Sons | | | | --- | --- | --- | --- | --- | | | | ■ Benchmark holdings | | | | | 10.5% | ■ Other equity investments | | Strategic Report | | 5.9% | | ■ Cash and other net | 25.2% | | current assets 6.9% 8.7% 7.4% Governance Geographical revenue exposure Market capitalisation (% of invested capital) (% of invested capital) Report Independent Auditor’s 20.0% 21.9% 30.4% UK Below £150m US 39.9% £150m-£750m Europe Over £750m Rest of the 22.6% World 2.8% Financial Statements 35.5% 29.7% and Notice of AGM Additional Information As at 31 March 2024, the net assets of the Company were £187.6m. ODYSSEAN INVESTMENT TRUST PLC 23 ![img-1.jpeg](img-1.jpeg) ## Business Review The Strategic Report, set out on pages 6 to 42, contains a review of the Company's business model and strategy, an analysis of its performance during the financial year ended 31 March 2024 and its future developments and details of the principal risks and challenges it faces. In particular, the Chairman's Statement on pages 7 to 9 and the Portfolio Manager's Report on pages 10 to 21 concentrate on the outlook for the current year and the factors likely to affect the position of the business. The Strategic Report has been prepared solely to provide information to shareholders to enable them to assess how the Directors have performed their duty to promote the success of the Company. The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. Further information on how the Directors have discharged their duty under Section 172 of the Companies Act 2006 can be found on pages 25 to 30. ### Business model #### *Status of the Company* The Company was incorporated on 21 December 2017 and the IPO took place on 1 May 2018. It is registered in England and Wales as a public limited company and is an investment company within the terms of section 833 of the Companies Act 2006. The principal activity of the Company is to carry on business as an investment trust. The Company has been approved by HM Revenue & Customs as an authorised investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010, subject to there being no subsequent serious breaches of regulations. In the opinion of the Directors, the Company is directing its affairs so as to enable it to continue to qualify for such approval. The Company's shares have a listing on the premium segment of the Official List of the FCA and trade on the London Stock Exchange's main market for listed securities. The Company is a member of the AIC, a trade body which promotes investment companies and also develops best practice for its members. #### *Strategy for the year ended 31 March 2024 and Strategic Review* Throughout the year ended 31 March 2024, the Company continued to operate as an approved investment trust, following its investment objective and policy. During the year, the Board made all strategic decisions for the Company. Odyssean Capital LLP and Frostrow Capital LLP undertook all strategic and administrative activities on behalf of the Board, which retained overall responsibility. #### *Purpose* The purpose of the Company is to achieve predominantly capital growth in our shareholders' wealth over time. It aims to achieve this by using its closed-ended structure to invest in a concentrated number of less liquid, higher-quality smaller quoted companies, which the Portfolio Manager believes are undervalued and could be generating higher returns for their shareholders. The long-term nature of the Company's capital enables the Portfolio Manager to undertake constructive corporate engagement with the underlying portfolio companies and their stakeholders, on financial and operating performance, strategy and sustainability, specifically ESG practices. Sustainable improvement in a smaller quoted company's financial and operational performance, and ESG practices, not only benefit the shareholders of the Company, but also the shareholders and stakeholders in the underlying portfolio companies. #### *Investment objective* The investment objective of the Company is to achieve attractive total returns per share principally through capital growth over a long-term period. #### *Investment policy* The Company's full investment policy is set out on pages 3 and 4 and contains information on the policies which the Company follows, including in relation to borrowings, derivatives, hedging as well as ethical and sustainability investment restrictions. The Company invests primarily in smaller company equities quoted on markets operated by the London Stock Exchange, where the Portfolio Manager believes the securities are trading below intrinsic value and where this value can be increased through strategic, operational, management and/or financial initiatives. 24 ODYSSEAN INVESTMENT TRUST PLC ![img-2.jpeg](img-2.jpeg) ## Business Review (continued) Any material change to the Company's investment policy would require the approval of shareholders by way of an ordinary resolution at a general meeting and the approval of the FCA. Non-material changes to the investment policy may be approved by the Board. ### Portfolio analysis A detailed review of how the Company's assets have been invested is contained in the Chairman's Statement on pages 7 to 9 and the Portfolio Manager's Report on pages 10 to 21. A list of the Company's investments is contained in the Portfolio of Investments on page 22. ### Dividend Policy It is the Company's policy to pursue attractive total returns principally through growth over the long term. The Company will comply with the investment trust rules regarding distributable income, which require investment trusts to retain no more than 15% of their investment income each year. The Company will only pay the minimum dividend required to maintain investment trust status. No dividend will be proposed for the year ended 31 March 2024. ### The Board The Board of the Company comprises Linda Wilding (appointed to the Board on 25 October 2023) (Chairman), Arabella Cecil, Peter Hewitt, Richard King and Neil Mahapatra, all of whom are independent non-executive Directors and, with the exception of Linda Wilding, served during the whole year under review and up to the date of signing the report. All Directors will stand for election or re-election at the forthcoming Annual General Meeting. Further information on the Directors can be found on pages 44 and 45. ### Board Focus and Responsibilities With the day to day management of the Company outsourced to service providers the Board's primary focus at each Board meeting is reviewing the investment performance and associated matters, such as, *inter alia*, future outlook and strategy, gearing, asset allocation, investor relations, marketing, and industry issues. In line with its primary focus, the Board retains responsibility for all the key elements of the Company's strategy and business model, including: - ● Investment Objective and Policy, incorporating the investment guidelines and limits, and changes to these; - ● whether the Manager should be authorised to gear the portfolio up to a pre-determined limit; - ● review of performance against the Company's key performance indicators ("KPIs"); - ● review of the performance and continuing appointment of service providers; and - ● maintenance of an effective system of oversight, risk management and corporate governance. Details of the principal KPIs, along with details of the principal risks, and how they are managed, are given on page 31. ### Section 172 statement #### Overview The Directors' overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006. In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, the impact the Company has on the community and the environment, take a long-term view on consequences of the decisions they make as well as aim to maintaining a reputation for high standards of business conduct and fair treatment between the members of the Company. Fulfilling this duty naturally supports the Company in achieving its investment objective and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Company explains how the Directors have discharged their duty under Section 172 below. To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent information when they first join the Board as well as receiving regular and ongoing updates and training on the relevant matters. Induction and access to training is provided for new Directors. They also have continued access to the advice and services of the Company Secretary, and when deemed necessary, the Directors can seek independent professional advice. The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees are reviewed on an annual basis and further describe Directors' responsibilities and obligations and include any statutory and regulatory duties. The Audit Committee has the responsibility for the ongoing review of the Company's risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included Overview Strategic Report Governance Independent Auditor's Report Financial Statements Additional Information and Notice of AGM ODYSSEAN INVESTMENT TRUST PLC 25 ## Business Review (continued) in the Company’s risk register and are subject to periodic and regular reviews and monitoring. Stakeholders A company’s stakeholders are normally considered to comprise its shareholders, its employees, its customers, its suppliers as well as the wider community in which the company operates and impacts. The Company is different in that as an investment trust it has no employees and, significantly, its customers are synonymous with its shareholders. In terms of suppliers, the Company receives professional services from a number of different providers, principal among them being the Portfolio Manager. The Board believes that the wider community in which the Company operates encompasses its portfolio of investee companies and the communities in which they operate. Details of how the Board considers the needs and priorities of the Company’s stakeholders and how these are taken into account during all its discussions and as part of its decision-making are detailed below. All discussions involve careful considerations of the longer- term consequences of any decisions and their implications for stakeholders. 26 ODYSSEAN INVESTMENT TRUST PLC ## Business Review (continued) Stakeholder Board Engagement Shareholders Continued shareholder The Board is committed to maintaining open channels of communication and to engage support and engagement with shareholders in a manner which they find most meaningful, in order to gain an Overview are critical to existence understanding of the views of shareholders. These include: of the business and the – Annual General Meeting – The Company welcomes and encourages attendance, voting delivery of the long- and participation from shareholders at the AGM, during which the Directors and the term strategy of the Portfolio Manager are available to discuss issues affecting the Company and answer any Company. questions. The Portfolio Manager provides a presentation at the AGM on the Company’s performance and its future outlook. The Company values any feedback and questions it may receive from shareholders ahead of and during the AGM. – Publications – The Annual and Half-Year Reports of the Company are made availableon its website and the Annual Report is circulated to shareholders. These reports provide Strategic Report shareholders with a clear understanding of the Company’s portfolio and financial position. This information is supplemented by a monthly fact sheet and regular presentations which are available on the website. Feedback and/or questions the Company receives from the shareholders help the Company evolve its reporting, aiming to render the reports andupdates transparent and understandable. – Shareholder meetings – The Portfolio Manager and the Company’s Broker are in regular contact with major shareholders. The Chairman and the other Directors are available Governance to meet with shareholders to understand their views on governance and the Company’s performance where they wish to do so. Shareholders are also able to meet with the Portfolio Manager and the Marketing Team of Frostrow Capital LLP (“Frostrow”) throughout the year, either in person or via video conference. In advance of the shareholder Redemption Event (see pages 8 and 42 for further information), the Chairman and the Company’s Broker met with the Company’s principal shareholders to hear their views. The results from all meetings between the Portfolio Manager, Frostrow, the Broker and shareholders, and the views of the shareholders are reported to the Board on a regular basis. Report – Shareholder concerns – In the event shareholders wish to raise issues or concerns with the Directors, they are welcome to do so at any time by writing to the Chairman. Independent Auditor’s Other members of the Board are also available to shareholders if they have concerns that have not been addressed through the normal channels. Shareholders wishing to communicate directly with the Board should contact the Company Secretary at the registered office address which can be found on page 101. – Investor relations updates – At every Board meeting, the Directors receive updates from the Company’s Broker on the share trading activity, share price performance and any shareholders’ feedback, as well as updates from the Portfolio Manager and from Financial Statements Frostrow. To gain a deeper understanding of the views of its shareholders and potential investors, the Portfolio Manager and Frostrow also meet regularly with shareholders. Any pertinent feedback is taken into account when Directors discuss the Company’s share capital and any possible fundraisings. The willingness of the shareholders, including the partners and staff of the Portfolio Manager, to maintain their holdings over the long-term period is another way for the Board to gauge how the Company is meeting its objectives and suggests the presence of a healthy corporate culture. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 27 ## Business Review (continued) Stakeholder Board Engagement The Portfolio Manager The Portfolio Manager’s The management of the Company’s portfolio is delegated to the Portfolio Manager, which performance is critical manages the assets in accordance with the Company’s objectives and policies. At each Board for the Company to meeting, representatives from the Portfolio Manager are in attendance to present reports to successfully deliver its the Directors covering the Company’s current and future activities, portfolio of assets and investment strategy and its investment performance over the preceding period. meet its objective to Maintaining a close and constructive working relationship with the Portfolio Manager is provide shareholders crucial as the Board and Odyssean Capital both aim to continue to achieve consistent, long- with attractive total term returns in line with the Company’s investment objective. Important components in return over a long-term the collaboration with the Portfolio Manager, representative of the Company’s culture, are: period. – Operating in a fully supportive, co-operative and open environment and maintaining ongoing communication with the Board between formal meetings; – Encouraging open discussion with the Portfolio Manager, allowing time and space for original and innovative thinking; – Recognising that the interests of shareholders and the Portfolio Manager are for the most part well aligned, adopting a tone of constructive challenge, balanced with robust negotiation of the Portfolio Manager’s terms of engagement if those interests should not be fully united; – Drawing on Board members’ individual experience and knowledge to support the Portfolio Manager in its monitoring of and engagement with portfolio companies; and – Willingness to make the Board members’ experience available to support the Portfolio Manager in the sound long-term development of its business and resources, recognising that the long-term health of the Portfolio Manager is in the interests of shareholders in the Company. The management arrangements are set out in greater detail on pages 32 and 33. In addition to the management fee, the Portfolio Manager also receives a performance fee if certain circumstances are met. In respect of the year ended 31 March 2024, no performance fee has been accrued (2023: £nil). Portfolio companies The Company invests into The relationship with the Portfolio Manager is fundamental to ensuring the Company available opportunities, meets its purpose. Day-to-day engagement with portfolio companies is undertaken by the allocating capital across Portfolio Manager. Details of how Odyssean Capital carries out portfolio management, different portfolio as well as information on its differentiated investment approach and the structuring of companies to meet the investments can be found in the Portfolio Manager’s Report on pages 10 to 21. The Board Company’s investment receives updates at each scheduled Board meeting from the Portfolio Manager on specific objectives within the investments including regular valuation reports and detailed portfolio and returns analyses. pre-defined portfolio Odyssean Capital’s engagement with portfolio companies incorporates recurring due limits and with a focus diligence reviews, active voting at their annual general meetings, discussions with their on portfolio level stakeholders (including but not limited to executives, non-executives, other shareholders diversification. and corporate advisors) and on-site visits. In particular, the Board strongly supports the Portfolio Manager in engaging with portfolio companies on ESG issues with the aim of improving operations, ESG standards and performance as well as company culture. 28 ODYSSEAN INVESTMENT TRUST PLC ## Business Review (continued) Stakeholder Board Engagement Other service providers In order to function The Company’s main functions are delegated to a number of service providers, each engaged as an investment trust under separate contracts. The Board, together with Frostrow as Company Secretary, Overview with a premium listing maintains regular contact with its key external providers and receives regular reporting on the London Stock from them, both through the Board and committee meetings, as well as outside of the Exchange, the Company regular meeting cycle. Their advice and views are routinely taken into account. This regular relies on a diverse range interaction provides an environment where issues and business developments needs can be of reputable advisers for dealt with efficiently and collegiately. support in meeting all relevant obligations. The Audit Committee reviews and evaluates the financial reporting control environments in place at each service provider. Strategic Report Through its Management Engagement Committee, the Board formally assesses their performance, fees and continuing appointment annually to ensure that the key service providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of service. The above mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a regular basis at Board meetings to ensure that they remain effective. Governance Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 29 ## Business Review (continued) Key topics of engagement with stakeholders and outcomes Key topics of engagement with investors Actions taken and principal decisions ● Ongoing dialogue with shareholders concerning the ● The Portfolio Manager, Frostrow and the Broker meet strategy of the Company, performance, the portfolio regularly with shareholders and potential investors and ESG issues. to discuss the Company’s Strategy, performance, the portfolio and any ESG issues which might be raised. ● The Company’s shareholder Redemption Event. ● In advance of the shareholder Redemption Event, the Chairman and the Company’s Broker met with the Company’s principal shareholders to hear their views. ● Shareholders are provided with performance updates via the Company’s website as well as the usual financial reports and monthly fact sheets. Key topics of engagement with the Portfolio Manager on Actions taken and principal decisions an ongoing basis ● Portfolio composition, performance, outlook and ● Updates are received by the Board at every Board business updates as well as ESG engagement with meeting. portfolio companies. Key topics of engagement with other service providers Actions taken and principal decisions ● The Directors have frequent engagement with the ● During the year, no other specific action was required Company’s other service providers through the annual in respect of the other service providers, as the reviews cycle of reporting and due diligence meetings and of their services have been positive and the Directors conversations with the Portfolio Manager. Frostrow, believe that their continued appointment is in the as Company Secretary, has regular conversations with best interest of theCompany. all other service providers on behalf of the Board and the Management Engagement Committee. ● This engagement is completed with the aim of maintaining an effective working relationship and oversight of the services provided. 30 ODYSSEAN INVESTMENT TRUST PLC ![img-3.jpeg](img-3.jpeg) ## Business Review (continued) ### Culture The Directors agree that establishing and maintaining a healthy corporate culture among the Board and in its interaction with the Portfolio Manager, shareholders and other stakeholders supports the delivery of the Company's goals. The Board seeks to promote a culture of openness, debate and integrity through ongoing dialogue and engagement with its service providers, principally, the Portfolio Manager. The Board strives to ensure that its culture is in line with the Company's purpose, values and strategy. As detailed in the Corporate Governance Statement, the Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity, Directors' conflicts of interest and Directors' dealings in the Company's shares. The Board assesses and monitors compliance with these policies as well as the general culture of the Board through Board meetings and in particular, during the annual evaluation process which is undertaken by each Director (for more information see the performance evaluation section on page 53). The Board is cognisant of the nature of companies that the Company invests in and notes that their performance could fluctuate while the Portfolio Manager actively engages with them. This requires a culture of patience from the Board, supported by an orderly, disciplined investment management process by the Portfolio Manager. The Board pays particular attention to Odyssean Capital's corporate engagement initiatives and proxy voting policies. Additional information on the Board's approach to ESG matters is detailed on pages 34 and 35. The Board seeks to appoint the best possible service providers and evaluates their remit, performance and cost effectiveness on a regular basis. The Board considers the culture of the Portfolio Manager and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and, in particular, during the annual review of the performance and continuing appointment of all service providers through its Management Engagement Committee. ### Responsible and Sustainable Investing It is the Board's view that, in order to achieve long-term success, companies need to maintain high standards of corporate governance and corporate responsibility. More information is given in the Portfolio Manager's Report on pages 10 to 21. * Alternative Performance Measures (see Glossary beginning on page 89). ### Climate Change The risks associated with climate change represent an increasingly important issue and the Board and the Portfolio Manager are aware that the transition to a low-carbon economy will affect all businesses, irrespective of their size, sector or geographic location. Therefore, no company's revenues are immune and the assessment of such risks must be considered within any effective investment approach. ### Key Performance Indicators ("KPIs") At each Board meeting, the Directors consider several performance measures to assess the Company's success in achieving its objective. The KPIs used to measure the progress and performance of the Company over time are established industry measures. These are as follows: #### *Net asset value total return* The NAV per share at 31 March 2024 was 154.4p, compared to 160.4p per share at the end of the previous year, a decrease of 3.7% (2023: a decrease of 2.2%). The NAV total return since the launch of the Company on 1 May 2018 to 31 March 2024 was 54.4% (to 31 March 2023: 60.4%). The total return of the DNSC (formerly NSCI) ex IC plus AIM Total Return Index was +3.0% (to 31 March 2023: -13.4%) for the same period. A full description of the Company's performance for the year ended 31 March 2024 can be found in the Portfolio Manager's Report on pages 10 to 21. #### *Share price total return* The Company's share price at the previous year end was 164.0p and decreased to 155.5p as at 31 March 2024, resulting in a return of -5.2% (2023: -1.2%) during the year. #### *Share price premium to NAV per share* The share price premium to NAV per share changed from 2.2% at the previous year end to premium of 0.7% as at 31 March 2024. During the year ended 31 March 2024, the shares traded at an average premium to NAV per share of 1.4% (2023: 1.1%). #### *Revenue return per share* In the year to 31 March 2024, the Company made a revenue return of -0.4p per share (2023: +0.2p per share). #### *Ongoing charges* The Company's ongoing charges figure for the year ended 31 March 2024 was 1.48% (2023: 1.45%). Overview Strategic Report Governance Independent Auditor's Report Financial Statements Additional Information and Notice of AGM ODYSSEAN INVESTMENT TRUST PLC 31 ## Business Review (continued) Management Arrangements – Portfolio Manager to: (i)addbackthe aggregate value of any dividends per ordinary share paid (or accounted as paid for the purposes The Company is an internally managed investment of calculating the NAV) to shareholders during the company for the purposes of the UK’s Alternative relevant Performance Period; and (ii) exclude any accrual Investment Fund Managers Directive and is its own for unpaid Performance Fee accrued in relation to the alternative investment fund manager. The Board is relevant Performance Period) (the “NAV Total Return per therefore responsible for the portfolio management and Share”) exceeds both: risk management functions of the Company. i) the NAV per ordinary share on the first business day Pursuant to the terms of the Portfolio Management of a Performance Period; in each case as adjusted by Agreement, the Board has delegated responsibility the aggregate amount of (i) the total return on the for discretionary portfolio management functions to Comparator Index (expressed as a percentage); and Odyssean Capital LLP as Portfolio Manager, subject (ii) 1% per annum over the relevant Performance always to the overall supervision and control of the Board. Period (the “Target NAV per Share”); ii) the highest previously recorded NAV per share as The Company may terminate the Portfolio Management at the end of the relevant Performance Period in Agreement by giving the Portfolio Manager not less than respect of which a Performance Fee was last paid (the six months’ prior written notice. The Portfolio Manager “High-Water Mark”); and may terminate the Portfolio Management Agreement by giving the Company not less than six months’ prior written iii) with any resulting excess amount being known as the notice. “Excess Amount”. Management Fee The Portfolio Manager will be entitled to 10% of the The Portfolio Manager is entitled to receive an annual Excess Amount multiplied by the time weighted average management fee equal to the lower of: (i) 1% of the NAV number of ordinary shares in issue during the relevant (calculated before deduction of any accrued but unpaid Performance Period to which the calculation date relates. management fee and any performance fee) per annum; or The Performance Fee will accrue daily. (ii) 1% per annum of the Company’s market capitalisation. The annual management fee is calculated and accrues daily Payment of a Performance Fee that has been earned and is payable quarterly in arrears. will be deferred to the extent that the amount payable exceeds 1.75% per annum of the NAV at the end of the The Portfolio Manager is also entitled to reimbursement relevant Performance Period (amounts deferred will be for all costs and expenses properly incurred by it in the payable when, and to the extent that, following any later performance of its duties under the Portfolio Management Performance Period(s) with respect to which a Performance Agreement. Fee is payable, it is possible to pay the deferred amounts without causing that cap to be exceeded or the relevant Performance Fee NAV total return per share to fall below both the relevant In addition, the Portfolio Manager is entitled to a target NAV per share and the relevant High-Water Mark performance fee in certain circumstances. for such Performance Period, with any amount not paid being retained and carried forward). The Company’s performance is measured over rolling three-year periods ending on 31 March each year (each a Subject at all times to compliance with relevant regulatory “Performance Period”), by comparing the NAV total return and tax requirements, any performance fee paid or payable per ordinary share over a Performance Period against the shall be satisfied in cash and the Portfolio Manager shall, total return performance of the DNSC (formerly NSCI) as soon as reasonably practicable following receipt of ex IC plus AIM Total Return Index (the “Comparator such payment, use 50% of such performance fee payment Index”). The first Performance Period ran from IPO to to make market purchases of ordinary shares (rounded 31March 2021. down to the nearest whole number of ordinary shares) within four months of the date of the performance fee A Performance Fee is payable if the NAV per ordinary share payment as a collective group rather than as individuals. at the end of the relevant Performance Period adjusted The collective group includes Ian Armitage, Harwood 32 ODYSSEAN INVESTMENT TRUST PLC ![img-4.jpeg](img-4.jpeg) ## Business Review (continued) Capital Management Limited, Stuart Widdowson and Ed Wielechowski. Each such tranche of shares acquired by the Portfolio Manager will be subject to a lock-up undertaking for a period of three years post issuance or acquisition (subject to customary exceptions). At no time shall the Portfolio Manager (and/or any persons deemed to be acting in concert with it for the purposes of the Takeover Code) be obliged, in the absence of a relevant whitewash resolution having been passed in accordance with the Takeover Code, to receive, or acquire, further ordinary shares where to do so would trigger a requirement to make a mandatory offer pursuant to Rule 9 of the Takeover Code. Where any restriction exists on the issuance of further ordinary shares to the Portfolio Manager, the relevant amount of the Performance Fee may be paid in cash. Based on the performance of the Company to 31 March 2024, no performance fee has been accrued in respect of the year ended 31 March 2024 (2023: no performance fee). ### Administrator, Company Secretary, Investor Relations and Marketing Adviser Frostrow Capital LLP (“Frostrow”) has been appointed as the Company’s Administrator and Company Secretary as well as Investor Relations and Marketing Adviser. Frostrow is an independent provider of services to the investment companies sector and currently has a total of 15 investment company clients whose assets totalled approximately £9.7 billion as at the date of this report. Administrative, company secretarial and marketing services are provided by Frostrow under an agreement dated 23 June 2020. An annual administration and management services fee of 22.5 basis points of the market capitalisation of the Company up to (but not including) £150 million, charged monthly in arrears, is payable. Frostrow’s fees will reduce from 22.5 basis points to 20 basis points on market capitalisation of the Company in excess of £150 million in size up to and including £500 million, and to 17.5 basis points on market capitalisation in excess of £500 million. The agreement may be terminated by either party on six months’ written notice. ### Custodian RBC Investor Services Trust (“RBC”) was appointed as the Company’s Custodian pursuant to an agreement dated 22 March 2018. RBC was responsible for, *inter alia*, the safekeeping and custody of the Company’s assets, investments and cash, processing transactions and foreign exchange services, if necessary. On 3 July 2023, CACEIS completed the acquisition of RBC Investor Services’ activities in Europe and Malaysia, which have been rebranded CACEIS Investor Services Bank S.A. (“CACEIS”). Subsequently on 23 March 2024, the Company’s client accounts held with RBC were migrated to CACEIS Bank. The Company and the Custodian may terminate the Custody Agreement with 90 days’ written notice. ### Portfolio Manager Evaluation and Continuing Appointment The Board keeps the ongoing performance of the Portfolio Manager under continual review and the Management Engagement Committee conducts an annual appraisal of the Portfolio Manager’s performance and makes a recommendation to the Board about the continuing appointment of the Portfolio Manager. The Management Engagement Committee has reviewed Odyssean’s performance, with respect to their provision of portfolio management and other services. Due consideration was given to the quality and continuity of its personnel, succession planning and investment processes. Alongside the performance review, the Committee completed an appraisal of the terms of the Portfolio Management Agreement to ensure that the terms remained competitive and in the interest of the Company. The Portfolio Manager has executed the investment strategy according to the Board’s expectations and it is the opinion of the Directors that the continuing appointment of the Portfolio Manager on the terms agreed is in the interests of shareholders as a whole. ### Frostrow’s Evaluation and Continuing Appointment The review of the performance of Frostrow as Administrator, Company Secretary and Investor Relations and Marketing Adviser is a continuous process carried out by the Board and a formal evaluation was undertaken by the Management Engagement Committee in May 2024. The Board believes that the continuing appointment of Frostrow Capital LLP under the terms described above, is in the interests of shareholders. In coming to this decision, the Board also took into consideration the quality and depth of experience of the management, administrative and company secretarial team that Frostrow allocates to the Company. Overview Strategic Report Governance Independent Auditor’s Report Financial Statements Additional Information and Notice of AGM ODYSSEAN INVESTMENT TRUST PLC 33 ## Business Review (continued) Company Promotion The Company further benefits from regular press coverage, with articles appearing in respected publications that are The Company has appointed Frostrow to promote the widely read by both professional and self-directed private Company’s shares to professional investors in the UK and investors. The latter typically buy their shares via retail Ireland. As investment company specialists, the Frostrow platforms, which account for a significant proportion of team provides a continuous, pro-active marketing, the Company’s share register. distribution and investor relations service that aims to promote the Company by encouraging demand for theshares. Employees, Human Rights, Social and CommunityIssues Frostrow actively engages with professional investors, The Board recognises the requirement under Companies typically discretionary wealth managers, some institutions Act 2006 to detail information about human rights, and a range of execution-only platforms. Regular employees and community issues, including information engagement helps to attract new investors and retain about any policies it has in relation to these matters and existing shareholders, and over time results in a stable share the effectiveness of these policies. These requirements do register made up of diverse, long-term holders. not apply to the Company as it has no employees, all the Frostrow arranges and manages a continuous programme Directors are non-executive and it has outsourced all its of one-to-one meetings with professional investors around functions to third party service providers. The Company the UK. These include regular meetings with “gate keepers”, has therefore not reported further in respect of these the senior points of contact responsible for their respective provisions, however, it does expect its service providers and organisations’ research output and recommended lists. The portfolio companies to respect these requirements. programme of regular meetings also includes autonomous decision makers within large multi-office groups, as well as Integrity and Business Ethics small independent organisations. Some of these meetings The Company is committed to carrying out business in involve Odyssean Capital LLP, but most of the meetings an honest and fair manner with a zero-tolerance approach do not, which means the Company is being actively to bribery, tax evasion and corruption. As such, policies represented both to existing and potential investors, while and procedures are in place to prevent the above. The the Portfolio Manager concentrates on the portfolio. Board’s expectations are that its principal service providers have similar governance policies in place. The Company The Company also benefits from involvement in the regular Secretary, on behalf of the Board, will seek assurances from professional investor seminars run by Frostrow in major service providers on a regular basis. centres, notably London and Edinburgh, and webinars which are focused on buyers of investment companies. Environmental, Social and Governance (“ESG”) Frostrow produces many key corporate documents, issues monthly factsheets, annual and half-yearly reports. The Company has no employees, property or activities All Company information and invitations to investor other than investments, so its direct environmental events, including updates from the Portfolio Manager on impact is minimal. In carrying out its activities and in its portfolio and market developments, are regularly emailed relationships with service providers, the Company aims to to a growing database, overseen by Frostrow, consisting of conduct itself responsibly, ethically and fairly. professional investors. The Board is comprised entirely of non-executive Directors Frostrow maintains close contact with all the relevant and the day-to-day management of the Company’s business investment trust broker analysts, particularly those from is delegated to the Portfolio Manager. The Portfolio Winterflood Securities Limited, the Company’s corporate Manager aims to be a responsible investor and believes it broker, but also others who publish and distribute is important to invest in companies that act responsibly in research on the Company to their respective professional respect of environmental, ethical and social issues. investorclients. 34 ODYSSEAN INVESTMENT TRUST PLC ## Business Review (continued) The Portfolio Manager is specifically looking to invest Modern Slavery Act 2015 in companies which have average or above average ESG The Company does not provide goods or services in the characteristics or practices, but where improvement normal course of business, and as a financial investment potential exists. Being mindful of the smaller company vehicle does not have customers. The Directors do not nature of many of the portfolio companies, the Portfolio therefore consider that the Company is required to make a Manager has a pragmatic engagement approach, focused statement under the Modern Slavery Act 2015 in relation Overview on dialogue with portfolio companies around their to slavery or human trafficking. performance, disclosure and general practices compared with best-in-class peers, and seeking positive changes The Company’s suppliers are typically professional advisers in specific areas. The Portfolio Managers will not invest and the Company’s supply chains are considered to be low in non-ethical or unsustainable businesses as set out on risk in this regard. pages3 and 4. In light of the nature of the Company’s business there are The Directors believe that proxy voting is an important no relevant human rights issues and the Company does not part of the corporate governance process. It is the policy have a human rights policy. Strategic Report of the Company to vote at all shareholder meetings of investee companies, and the Board has delegated voting activities to the Portfolio Manager. The Portfolio Manager follows relevant regulatory requirements with an aim to make voting decisions which will best support growth in shareholder value and will commonly take into account best practices regarding corporate governance, board composition, remuneration and ESG issues. The Portfolio Governance Manager also provides the Directors with a six-monthly update regarding the voting decisions made in respect of the investee companies. Taskforce for Climate-Related Financial Disclosures (“TCFD”) The Company notes the TCFD recommendations on Report climate-related financial disclosures. The Company is an investment trust with no employees, internal operations or Independent Auditor’s property and, as such, it is exempt from the Listing Rules requirement to report against the TCFD framework. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 35 ## Risk Management Principal Risks, Emerging Risks and Risk The Directors have carried out a review of the effectiveness of the Company’s risk management and internal control Management systems as they have operated during the year and up to The Board considers that the risks detailed within this the date of approval of this Report. There were no matters report are the principal risks currently facing the Company arising from this review that required further investigation to deliver its strategy. and no significant failings or weaknesses were identified. The Board is responsible for the ongoing identification, Internal Control Assessment Process evaluation and management of the of the principal risks Robust risk assessments and reviews of internal controls faced by the Company and the Audit Committee, on are undertaken regularly in the context of the Company’s behalf of the Board, has established a process for the overall investment objective. During the year, the Board – regular review of these risks and their mitigation. This through the Audit Committee and together with Frostrow process accords with the UK Governance Code and the – has confirmed its risk management controls under the FRC’s Guidance on Risk Management, Internal Control key headings of: Corporate Strategy; Accounting, Legal and Related Financial and Business Reporting. and Regulatory; Operational; Investment and Business Activities. In evaluating the risks the Company faces, the During the year ended 31 March 2024, the Audit Board has considered the Company’s operations in the Committeehas again carried out a robust assessment of the light of the following factors: emerging and principal risks facing the Company, including those that would threaten its business model, future – the nature and extent of risks which it regards as performance, solvency and liquidity. The Committee also acceptable for the Company to bear within its overall considered the controls in place to mitigate the inherent risks business objective; and whether additional controls or actions were required to bring the residual risk down to an acceptable level. The – the threat of such risks becoming reality; Committee was satisfied with the controls that are in place. – the Company’s ability to reduce the incidence and Further details, including as a summary of the Company’s impact of risk on its performance; approach to risk and how principal risks and uncertainties were dealt with during the year under review, are set out on – the cost to the Company and benefits related to the pages 37 to 41. review of risk and associated controls of the Company; and Internal Control Review – the extent to which the third parties operate the The Board is also responsible for the internal controls relating relevant controls. to the Company, including the reliability of the financial reporting process, and for reviewing their effectiveness. A risk matrix helps to monitor the risks which have been identified and the controls in place to mitigate those risks. Key procedures established with a view to providing The risks are assessed on the basis of the likelihood of effective financial control, have been in place throughout them happening, the impact on the business if they were the year ended 31 March 2024 and up to the date of this to occur and the effectiveness of the controls in place to Report. The internal control systems are designed to mitigate them. This risk register is reviewed by the Audit ensure that proper accounting records are maintained, that Committee regularly at every meeting. the financial information on which business decisions are made and which are issued for publication is reliable and Most of the day-to-day management functions of the that the assets of the Company are safeguarded. Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third The risk management process and systems of internal party suppliers regarding the internal systems and controls control are designed to manage rather than eliminate operating in their organisations. In addition, each of the the risk of failure to achieve the Company’s investment third parties is requested to provide a copy of its report on objective. It should be recognised that such systems can internal controls each year, which is reviewed by the Audit only provide reasonable, not absolute, assurance against Committee. material misstatement or loss. 36 ODYSSEAN INVESTMENT TRUST PLC ## Risk Management (continued) Principal risks and uncertainties Key mitigation Investment performance is not comparable to the expectations of investors Consistently poor performance could lead to a fall in the The Board reviews and discusses the Company’s Overview share price and a widening of the discount. The success of performance against its investment objective and policy, the Company depends on the Portfolio Manager’s ability and assesses performance in comparison to industry peers to identify, acquire and realise investments in accordance and the broader comparative market. The Board also keeps with the Company’s investment policy. This, in turn, the performance of the Portfolio Manager under continual depends on the ability of the Portfolio Manager to apply review, along with a review of significant stock decisions its investment processes and identify suitable investments. and the overall rationale for holding the current portfolio. In addition, the Management Engagement Committee conducts an annual appraisal of the Portfolio Manager. Strategic Report Share price performance The market price of the Company’s shares, like shares in The Board monitors the relationship between the share all investment companies, may fluctuate independently price and the NAV, including regular review of the level of the NAV and therefore may not reflect the underlying of discount relative to that of companies in the sector. The NAV of the shares. The shares could trade at a discount or Company has taken powers to re-purchase shares and will premium to NAV at different times, depending on factors consider doing so to reduce the volatility of any share price such as market conditions, investors’ perceptions of the discount. The Company has also taken powers to issue Governance merits of the Company’s objective and investment policy, shares (only at a premium to NAV) to provide liquidity supply and demand for the shares and the extent investors to the market to meet investor demand by way of issue of value the activities of the Company and/or the Portfolio further shares. Manager. No share buybacks were undertaken during the year. The Company issued a total of 8,507,000 new shares through tap issuances. Report The Board and the portfolio management team all own shares in the Company, by way of aligning their own Independent Auditor’s interests with those of all other shareholders. The Directors invest their Directors’ fees in shares and the Portfolio Manager invests at least 50% of any performance fee in shares. For more details about the performance fee, please see pages 32 and33. In addition, in the seventh year following the IPO (and every seventh year thereafter), the Board has and will continue to provide shareholders with an opportunity to Financial Statements realise their shares at the applicable NAV. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 37 ## Risk Management (continued) Principal risks and uncertainties Key mitigation Portfolio Manager – loss of personnel or reputation The identification and selection of investment The Board maintains a good level of communication and opportunities and the management of the day-to-day has a good relationship with the Portfolio Manager, and activities of the Company depends on the diligence, regularly reviews the Portfolio Manager’s performance skill, judgement and business contacts of the Portfolio at Board meetings. The Portfolio Manager’s Compliance Manager’s investment professionals and the information Officer also reports to the Board regularly and the Portfolio and deal flow they generate during the normal course of Manager would report to the Board immediately in the their activities. The Company’s future success depends event of any change in key personnel. on the continuing ability of these individuals to provide services and the Portfolio Manager’s ability to strategically Odyssean Capital LLP as Portfolio Manager has appointed recruit, retain and motivate new talented personnel as an investment team consisting of Stuart Widdowson and required. The departure of some or all of the Portfolio Ed Wielechowski, both of whom are very experienced in Manager’s investment professionals could prevent the managing the portfolio in accordance with the Company’s Company from achieving its investment objective and principles and investment strategy. give rise to a significant public perception risk regarding the potential performance of the Company. Material changes within the Portfolio Manager’s organisation Material changes could occur within the Portfolio The Portfolio Manager has advance notice of any material Manager’s organisation or its affiliates which are to the changes within its organisation and would report to the Board detriment of the Company’s standing in respect of its immediately in the event of any such changes, including competitors and its profitability. within its organisation and affiliates or to its key personnel. 38 ODYSSEAN INVESTMENT TRUST PLC ## Risk Management (continued) Principal risks and uncertainties Key mitigation Reliance on the performance of third party service providers The Company has no employees and the Directors have The Board has appointed third party service providers with been appointed on a non-executive basis. The Company relevant experience. Each third party service provider is Overview is reliant upon the performance of third party service monitored by the Board and their roles are evaluated at least providers for its executive function. Failure by any service annually by the Management Engagement Committee. provider to carry out its obligations to the Company in accordance with the terms of its appointment could have The Board further receives a monthly report from Frostrow, a material adverse effect on the operation of the Company. which includes details of compliance with applicable law and regulations; reviews internal control reports and This encompasses disruption or failure caused by cyber key policies of its service providers; has considered the crime or a pandemic and covers dealing, trade processing, increased risk of cyber-attacks and has received assurances administrative services, financial and other operational from its service providers regarding the controls in place; Strategic Report functions. and maintains a risk matrix with details of risks to which the Company is exposed, the approach to those risks, key controls relied on and the frequency of the controls operation. UK Regulatory Risk The regulatory environment in which the Company The Board monitors regulatory change with the assistance operates changes materially, affecting the Company’s of Frostrow and external professional advisers to ensure that Governance operations. the Board is aware of any likely changes in the regulatory environment and will be able to adapt as required. UK Legal Risk The Company and/or the Directors fail to comply with The Board monitors regulatory change with the assistance of legal requirements in relation to FCA dealing rules and its external professional advisers to ensure compliance with procedures, the UK AIFMD, the Listing Rules, the applicable laws and regulations including the Companies Report Companies Act 2006, relevant accounting standards, Act 2006, the UK AIFM Rules, the Corporation Tax Act the Bribery Act 2010, the Criminal Finances Act 2010 (“Section 1158”), the Market Abuse Regulation Independent Auditor’s 2017, GDPR, tax regulations or any other applicable (“MAR”), the Disclosure Guidance and Transparency regulations. Rules (“DTRs”) and the FCA’s Listing Rules. The Board reviews compliance reports and internal control reports provided by its service providers, as well as the Company’s financial statements and revenue forecasts. The Directors attend seminars and conferences to keep up to date on regulatory changes and receive industry updates Financial Statements from the Company Secretary. The Company Secretary also presents a quarterly report on changes in the regulatory environment, including AIC updates, and how changes have been addressed. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 39 ## Risk Management (continued) Principal risks and uncertainties Key mitigation Governance Risk Poor adherence to corporate governance best practice or The Board reviews all information supplied to shareholders errors or irregularities in published information could and Frostrow’s marketing activity at each meeting. lead to censure and/or result in reputational damage to Details of the Company’s compliance with corporate the Company. governance best practice, including information on relationships with shareholders, are set out in the Corporate Governance Report in this Annual Report beginning on page 50. ESG and Climate Change Risk Risks related to the environment, social issues and At every Board meeting, the Board receives ESG updates, governance such as the impact of climate change or which include information on any climate change and bad governance of portfolio companies could have an governance related engagement, from the Portfolio adverse impact on the portfolio companies’ operational Manager together with monthly portfolio updates. The performance. Board challenges the Investment Manager on ESG matters to ensure that the portfolio companies are acting in accordance with the Board’s ESG approach. The Portfolio Manager supports the UK Stewardship Code and actively engages with portfolio companies on ESG matters including climate change. Details of the Portfolio Manager’s ESG approach can be found in the Portfolio Manager’s Report and on the Company’s website at www.oitplc.com. Furthermore, the Board has decided to hold some of its meetings, when possible, not in person but via video conference, to save on travel and reduce the Directors’ carbon footprints on behalf of the Company. 40 ODYSSEAN INVESTMENT TRUST PLC ## Risk Management (continued) Emerging Risks its cash flows and expenses. The assessments also factored in the Company’s Redemption Event (see pages 8 and 42 The Company has carried out a detailed assessment of for further information), and the ongoing and potential its emerging and principal risks. The International Risk further risks arising from the conflicts in Ukraine and the Governance Council’s definition of an “emerging” risk is Middle East. Further information is also provided in the one that is new, or is a familiar risk in a new or unfamiliar Audit Committee Report beginning on page 56. context or under new context conditions (re-emerging). Overview Failure to identify emerging risks may cause reactive actions Based on the information available to the Directors at rather than being proactive and, in a worst case scenario, the date of this report, including the results of these stress could cause the Company to become unviable or otherwise tests, the conclusions drawn in the Viability Statement, fail or force the Company to change its structure, objective the Company’s cash balances, and the liquidity of the or strategy. Company’s listed investments, the Directors are satisfied that the Company has adequate financial resources to The Audit Committee reviews the Company’s risk register continue in operation for at least the next 12 months and at its half-yearly meetings. Emerging risks are discussed in that, accordingly, it is appropriate to continue to adopt the detail as part of this process to try to ensure that emerging Strategic Report going concern basis in preparing the financial statements. as well as well-known risks are identified and mitigated as far as possible. Longer-Term Viability Statement Any emerging risks and mitigations are added to the risk In accordance with the UK Corporate Governance Code, register, an example being conflict in the Middle East, the Directors have carefully assessed the Company’s which may result in supply emergencies, distribution position and prospects as well as the principal risks and problems and price increases ensued and the Board and have formed a reasonable expectation that the Company all its advisers continue to keep developments under will be able to continue in operation and meet its liabilities Governance closereview. as they fall due over the next three financial years. The Board has chosen a three-year horizon in view of the The experience and knowledge of the Directors is useful long-term nature and outlook adopted by the Investment in these discussions, as are update papers and advice Manager when making investment decisions. received from the Board’s key service providers such as the Portfolio Manager, Frostrow and the Company’s brokers. To make this assessment and in reaching this conclusion, In addition, the Company is a member of the AIC, which the Audit Committee has considered the Company’s provides regular technical updates, draws members’ financial position and its ability to liquidate its portfolio Report attention to forthcoming industry and regulatory issues and meet its liabilities as they fall due: and advises on compliance obligations. Independent Auditor’s – the portfolio is principally comprised of investments Going Concern listed and traded on stock exchanges. These are actively traded and, whilst perhaps less liquid than larger The content of the Company’s portfolio, trading activity, quoted companies, the portfolio is well diversified; the Company’s cash balances and revenue forecasts, and the trends and factors likely to affect the Company’s – the portfolio is typically run with a net cash position performance are reviewed and discussed at each Board and as a result there is ample liquidity on a day-to-day meeting. basis for the Company to meet its obligations; Financial Statements The Company’s financial statements for the year – the expenses of the Company are predictable and ended 31 March 2024 have been prepared on a going modest in comparison with the assets and there are no concern basis. capital commitments foreseen which would alter that position; and In reaching this conclusion, the Board has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including tests which modelled the effects of substantial falls in markets and significant and Notice of AGM Additional Information reductions in market liquidity, on the Company’s NAV, ODYSSEAN INVESTMENT TRUST PLC 41 ## Risk Management (continued) – the Company has no employees, only its non- The ongoing and potential further risks arising from the executive Directors. Consequently, it does not have conflicts in Ukraine and the Middle East were also factored redundancy or other employment related liabilities or into the key assumptions made by assessing its impact on responsibilities. the Company’s key risks and whether they had increased in their potential to affect the normal, favourable and stressed market conditions. Redemption Event As set out in the Company’s Prospectus, the Board has Looking to the Future committed to provide shareholders with an opportunity to elect to realise the value of their ordinary shares at The Board concentrates its attention on the Company’s close to NAV during the seventh year following the initial investment performance and Odyssean Capital LLP’s admission of the Company’s shares. The details of the first investment approach and on factors that may have an realisation opportunity were published on 21 May 2024. effect on this approach. The Board noted that the Company’s share price has The Board is regularly updated by Frostrow Capital LLP frequently traded at premium to NAV per share, and on wider investment trust industry issues and regular demand for its shares remains strong. This is demonstrated discussions are held concerning the Company’s future by the issuance of 8.5 million ordinary shares in the year development and strategy. ended 31 March 2024, and nearly 29 million shares since the Annual General Meeting in September 2021. A review of the Company’s year ended 31 March 2024, its performance and the outlook for the Company can be Following an extensive programme of meetings with found in the Chairman’s Statement beginning on page 7 and the Company’s major shareholders, it was the Board’s in the Portfolio Manager’s Report beginning on page 10. expectation that the number of shares that would be elected for realisation would be small and would not The Company’s overall strategy remains unchanged. impact the Company in any material way. This was proved correct as on 5 June the Company announced that 785,596 Approval shares had been tendered by shareholders, representing This Strategic Report has been approved by the Board of 0.6% of the Company’s issued share capital. On 7 June, Directors and signed on its behalf by: the Company announced that all of these shares had been resold to institutional shareholders. As a result, the share Linda Wilding count of the Company has remained flat. Chairman The Audit Committee, as well as considering the potential 11 June 2024 impact of the Company’s principal risks and various severe but plausible downside scenarios, has also considered the following assumptions in considering the Company’s longer-term viability: – there will continue to be demand for investment trusts; – the Board and the Portfolio Manager will continue to adopt a long-term view when making investments; – the Company invests principally in the securities of UK listed companies to which investors will wish to continue to have exposure; – regulation will not increase to a level that makes running the Company uneconomical; and – the performance of the Company will continue to besatisfactory. 42 ODYSSEAN INVESTMENT TRUST PLC ## Governance ### GOVERNANCE 44 Board of Directors 46 Directors’ Report 50 Corporate Governance Statement 56 Audit Committee Report 59 Directors’ Remuneration Report 63 Statement of Directors’ Responsibilities ODYSSEAN INVESTMENT TRUST PLC 43 # Board of Directors as at 31 March 2024 ![img-5.jpeg](img-5.jpeg) ## Linda Wilding *Chairman* Linda is currently a non-executive director of Balanced Commercial Property Trust Limited, Sherborne Investors (Guernsey) C Limited and Wesleyan Assurance Society and has held a number of non-executive director roles previously including on the boards of Electra Private Equity plc and UDG Healthcare plc. The majority of Linda's executive career was spent within the private equity division at Mercury Asset Management plc. She is a Chartered Accountant and holds a PhD in Biochemistry. Date of appointment: 25 October 2023 and appointed as Chairman with effect from 31 March 2024 Shareholding in the Company: 108,500 Standing for Election: Yes ![img-6.jpeg](img-6.jpeg) ## Arabella Cecil *Senior Independent Director and Chairman of the Nomination Committee* Arabella began working in finance in 1987, training in Milan and Paris before CL-Laing in London, where she headed the firm's Extel-rated food producers research team. From 1996, she worked as a freelance photojournalist and filmmaker, and in 1998, she founded a media company which specialised in the IMAX™ format. Between 2008 and 2012, she worked for Culross Global Management, ultimately as a member of the firm's Investment and Risk Committees. In 2012, she co-founded BACIT Limited serving as Chief Investment Officer, and from 2015, as a non-executive director until the company became Syncona. She served as Chief Investment officer of Syncona's fund portfolio until April 2019. Date of appointment: 31 January 2018 Shareholding in the Company: 201,408 Standing for Re-election: Yes ![img-7.jpeg](img-7.jpeg) ## Peter Hewitt *Chairman of the Management Engagement Committee* Peter has over 36 years' investment management experience. In 1983, he joined Ivory & Sime managing first US equities and then moving onto UK smaller companies from 1987 to 1992. He then focused on management of UK pension fund accounts until 1996. He moved to Murray Johnstone as Head of UK Equities with a focus on UK income funds. In 2000, he re-joined Friends Ivory & Sime and specialised in management of investment trust funds and products. In 2008, he launched BMO Managed Portfolio Trust (now called CT Global Managed Portfolio Trust PLC following the acquisition of BMO Financial Group's European asset management business by Columbia Threadneedle) onto the London Stock Exchange and remains the current investment manager of the company. Date of appointment: 31 January 2018 Shareholding in the Company: 35,000 Standing for Re-election: Yes 44 ODYSSEAN INVESTMENT TRUST PLC ## Board of Directors (continued) Richard King Chairman of the Audit Committee Richard spent 35 years with Ernst and Young LLP (EY) becoming deputy managing partner of UK & Ireland and a member of both the Europe, Middle East, India and Africa (EMEIA) Board and Global management group. Since leaving EY, Richard has been involved either as chairman or non-executive director on a variety of private and public companies and has been involved in company disposals in excess of £400 million. Overview Richard is the Chair of Trustees for the Willow Foundation, Chair of Finance, Audit and Risk at FareShare and Ark Schools, and a partner of Rockpool Investments LLP and Beach Private Equity LLP. Date of appointment: 21 December 2017 Shareholding in the Company: 95,700 Standing for Re-election: Yes Strategic Report Neil Mahapatra Independent Non-Executive Director Neil has over 20 years finance and investment experience. He began his career in investment banking at Morgan Stanley. In 2008, he joined J. Rothschild Capital Management, where led the private investment activities for Lord Rothschild and RIT Capital Partners plc. In 2013, Neil established Kingsley Capital Partners LLP, a family office backed private investment firm that creates and builds businesses from inception. Through Kingsley, Governance Neil has created numerous companies across different sectors, including FTSE-listed biotechnology firm Oxford Cannabinoid Technologies and UK wholesale fibre internet business Spring Fibre. Outside of work, Neil is Chair of the MASS Design Group, working with the two founders for over a decade to grow the organisation into one of the leading architecture & design firms in the world. Date of appointment: 3 April 2023 Shareholding in the Company: 16,700 Report Standing for Re-election: Yes Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 45 # Directors' Report The Directors are pleased to present the Annual Report and Financial Statements for the year ended 31 March 2024. In accordance with Companies Act 2006 (as amended), the Listing Rules and the Disclosure Guidance and Transparency Rules, the Corporate Governance Statement, Directors' Remuneration Report, Report from the Audit Committee and the Statement of Directors' Responsibilities should be read in conjunction with one another, and the Strategic Report. As permitted by legislation, some of the matters normally included in the Directors' Report have instead been included in the Strategic Report, as the Board considers them to be of strategic importance. ## Directors The Directors in office during the year and at the date of this report, and their biographical details, are shown on pages 44 and 45. None of the Directors or any persons connected with them had a material interest in the transactions and arrangements of, or the agreement with, the Portfolio Manager during the year. ## Performance and outlook A summary of the Company's performance during the year ended 31 March 2024 and the outlook for the forthcoming year is set out in the Strategic Report on pages 6 to 42. ## Corporate governance The Company's Corporate Governance Statement, which includes the Company's Corporate Governance policies, is set out on pages 50 to 55 and forms part of this report. Details regarding independent professional advice, insurance and indemnity are set out in the statement on pages 54 and 55. ## Share capital ### *Share issues* At the AGM held on 21 September 2023, the Directors were granted authority to issue up to 23,361,410 ordinary shares, being 20% of the ordinary shares in issue at the time of the passing of the resolution. Proposals for the renewal of the Directors' authority to issue shares will be set out in the Notice of the forthcoming AGM. On 8 February 2024, the Company was granted a new block listing of 5.0 million ordinary shares, to be listed to the premium segment of the Official List of the FCA and admitted to trading on the premium segment of the LSE's main market. During the year ended 31 March 2024, 8.5 million shares were issued under available block listings. As at the date of this report, a balance of 4,622,500 million shares remain under its block listing dated 8 February 2024. During the year ended 31 March 2024, a total of 8,507,000 new shares were issued under the Company's available block listings. Since the year end up to 10 June 2024, the latest practicable date prior to the publication of this report, 2,075,000 new shares were issued to the market. ### *Purchase of own shares* At the AGM held on 21 September 2023, the Directors were granted the authority to buy back up to 17,509,377 ordinary shares, being 14.99% of the ordinary shares in issue at the time of the passing of the resolution. No shares were bought back during the year and up to the date of this report. Proposals for the renewal of the Directors' authority to buy back shares will be set out in the Notice of AGM. ### *Current share capital* As at 31 March 2024, there were 121,452,053 ordinary shares in issue. No shares are held in treasury, therefore the total voting rights of the Company as at 31 March 2024 was 121,452,053. There are no restrictions concerning the transfer of securities in the Company or on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid. 46 ODYSSEAN INVESTMENT TRUST PLC ## Directors’ Report (continued) Substantial shareholdings Interests of key management personnel in the shares of the Company as at 31 March 2024: The Company was aware of the following interests in the voting rights of the Company: Ordinary % of voting Number of | | | | | | Shares | rights | | | --- | --- | --- | --- | --- | --- | --- | --- | | 31 March 2024 | ordinary | % of voting | | | | | | | | | | | Stuart Widdowson 1,171,425 1.04 | | | Overview | | Shareholder | shares held | | rights | | | | | | Harwood Capital 17,788,227 14.65 | | | | Ed Wielechowski 597,805 0.53 | | | | Cazenove Capital Management 8,937,969 7.36 Beneficial Owners of Ordinary Shares – RBC Brewin Dolphin, Information Rights stockbrokers 7,110,835 5.85 The beneficial owners of ordinary shares who have been Close Brothers Asset nominated by the registered holder of those shares to receive Management 7,071,671 5.82 information rights under Section 146 of the Companies Mr Ian Armitage 7,026,922 5.79 Act 2006 are required to direct all communications to Strategic Report Raymond James the registered holder of their shares rather than to the Investment Services 8,975,989 4.92 Company’s registrar, Equiniti, or to the Company directly. Investec Wealth & Investment 5,596,848 4.61 Requirements of the Listing Rules Charles Stanley 5,238,273 4.31 Listing Rule 9.8.4 requires the Company to include certain AJ Bell, stockbrokers (EO) 5,171,706 4.26 information in a single identifiable section of the Annual Interactive Investor (EO) 5,105,947 4.20 Report or a cross-reference table indicating where the Governance information is set out. The information required under JM Finn, stockbrokers 4,854,294 4.00 Listing Rules 9.8.4(5) and 9.8.4(6) in relation to Peter Hargreaves Lansdown, Hewitt waiving his Director’s fee is set out on page 60. The stockbrokers (EO) 4,753,191 3.91 Directors confirm that there are no additional disclosures to be made in relation to Listing Rule 9.8.4. Number of 31 May 2024 ordinary % of voting Shareholder shares held rights Anti-Bribery and Corruption Policy Report Harwood Capital 17,788,227 14.46 The Board has adopted a zero-tolerance approach to Close Brothers Asset instances of bribery and corruption. Accordingly, it Independent Auditor’s Management 7,759,179 6.31 expressly prohibits any Director or associated persons Cazenove Capital when acting on behalf of the Company, from accepting, Management 7,580,443 6.16 soliciting, paying, offering or promising to pay or authorise Mr Ian Armitage 7,026,922 5.71 any payment, public or private, in the United Kingdom or abroad to secure any improper benefit for themselves or for RBC Brewin Dolphin, the Company. stockbrokers 6,919,673 5.63 Raymond James The Board applies the same standards to its service Investment Services 6,441,607 5.24 Financial Statements providers in their activities for the Company. Charles Stanley 5,554,125 4.52 Interactive Investor (EO) 5,331,177 4.34 A copy of the Company’s Anti Bribery and Corruption Policy can be found on its website at www.oitplc.com. The Hargreaves Lansdown, policy is reviewed annually by the Audit Committee. stockbrokers (EO) 4,963,782 4.04 AJ Bell, stockbrokers (EO) 4,883,766 3.97 JM Finn, stockbrokers 4,841,867 3.94 Investec Wealth & and Notice of AGM Additional Information Investment 4,790,074 3.90 EO = execution only ODYSSEAN INVESTMENT TRUST PLC 47 ## Directors’ Report (continued) Prevention of the Facilitation of Tax Evasion Other Statutory Information In response to the implementation of the Criminal The following information is disclosed in accordance with Finances Act 2017, the Board has adopted a zero-tolerance the Companies Act 2006: approach to the criminal facilitation of tax evasion. A copy of the Company’s policy on preventing the facilitation – The rules on the appointment and replacement of of tax evasion can be found on the Company’s website directors are set out in the Company’s articles of www.oitplc.com. The policy is reviewed annually by the association (the “Articles”). A change to the Articles Audit Committee. would be governed by the Companies Act 2006. – Subject to the provisions of the Companies Act Political Donations 2006, to the Articles, and to any directions given by The Company has not made any political donations in the special resolution, the business of the Company shall past, nor does it intend to do so in the future. be managed by the Directors who may exercise all the powers of the Company. The powers shall not be limited by any special powers given to the Directors Global Greenhouse Gas Emissions for the Year by the Articles and a meeting of the Directors at ended 31 March 2024 which a quorum is present may exercise all the powers The Company is an investment trust, with neither exercisable by the Directors. The Directors’ powers to employees nor premises, nor has it any financial or buy back and issue shares, in force at the end of the operational control of the assets which it owns. Its year, are recorded in the Directors’ Report. operations are entirely outsourced to third party providers and therefore it has no greenhouse gas emissions to report There are no agreements: from its operations nor does it have responsibility for any other emissions producing sources under the Companies (i) to which the Company is a party that might affect its Act 2006 (Strategic Report and Directors’ Report) control following a takeover bid; and/or Regulations 2013, including those within the Company’s (ii) between the Company and its Directors concerning underlying investment portfolio. Consequently, the compensation for loss of office. Company consumed less than 40,000 kWh of energy during the year in respect of which the Directors’ Report is prepared and therefore is exempt from the disclosures Disclosure of Information to Auditor required under the Streamlined Energy and Carbon The Directors who held office at the date of approval of Reporting criteria. this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which The Directors have decided to hold some of the Company's the Company’s auditor is unaware; and each Director meetings not in person but via video conference when has taken all the steps that they ought to have taken as a possible, to save on travel and reduce their carbon Director to make themselves aware of any relevant audit footprints on behalf of the Company. information and to establish that the Company’s auditor is aware of that information. Common Reporting Standard (“CRS”) CRS is a global standard for the automatic exchange Auditor of information commissioned by the Organisation KPMG LLP has expressed its willingness to continue in for Economic Cooperation and Development and office as Auditor of the Company and resolutions for its re- incorporated into UK law by the International Tax appointment and for the Audit Committee to determine Compliance Regulations 2015. CRS requires the Company its remuneration will be proposed at the forthcoming to provide certain additional details to HMRC in relation AGM. to certain shareholders. The reporting obligation began in 2016 and will be an annual requirement going forward. The Registrars, Equiniti Limited, have been engaged to collate such information and file the reports with HMRC on behalf of the Company. 48 ODYSSEAN INVESTMENT TRUST PLC ## Directors’ Report (continued) Financial Risk Management Resolutions 11 and 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as The Company’s financial instruments comprise its special resolutions. investment portfolio, cash balances, debtors and creditors that arise directly from its operations such as sales and Ordinary resolutions require that more than 50% of the purchases awaiting settlement and accrued income. The votes cast at the relevant meeting must be in favour of the financial risk management objectives and policies arising Overview resolutions. Special resolutions require that at least 75% from its financial instruments and the exposure of the of the votes cast must be in favour of the resolution to Company to risk are disclosed in note 12 to the Financial bepassed. Statements beginning on page 84. Recommendation Post Year End Events The Directors consider that all the resolutions to be Details of the post year end events are set out in note 14 to proposed at the AGM are in the best interests of the the Financial Statements on page 86. Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour Strategic Report Articles of Association of all the resolutions, as they intend to do in respect of their own beneficial holdings. The Company’s Articles of Association may only be amended by a special resolution at a general meeting of theshareholder. AGM Arrangements In the event that it will not be possible for shareholders Annual General Meeting (“AGM”) to meet with the Board in person then arrangements will be made for a partially digital, or hybrid meeting. Governance The sixth AGM of the Company will be held at 12.00noon Shareholders are encouraged to view the Company’s on Wednesday, 4 September 2024 at the offices of website, www.oitplc.com for updates nearer the time. Odyssean Capital LLP, 6 Stratton Street, Mayfair, London Questions can be submitted to the Company Secretary at W1J 8LD. The full text of the Notice of the AGM together info@frostrow.com. with explanatory notes can be found on pages 91 to 100. Shareholders are also strongly encouraged to exercise their Resolutions relating to the following items of business votes in respect of the meeting in advance by returning their will be amongst those to be proposed at the forthcoming forms of proxy. This will ensure that all shareholders’ votes Report AGM. are registered in the event that attendance is not possible or restricted or if the meeting is postponed. Further details Independent Auditor’s Resolution 11: Authority to allot shares up to approximately 10% of the ordinary shares in issue; about the voting process can be found in the Notice of Meeting. Resolution 12: Authority to allot shares up to approximately a further 10% of the ordinary shares in issue; Resolution 13: Authority to disapply pre-emption rights By order of the Board in respect of the shares to be allotted under Resolution 12; Frostrow Capital LLP Financial Statements Resolution 14: Authority to disapply pre-emption rights Company Secretary in respect of the shares to be allotted under Resolution 13; 11 June 2024 Resolution 15: Authority to buy back up to 14.99% of shares in issue; and Resolution 16: Authority to hold General Meetings (other than the AGM) on at least 14 clear days’ notice. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 49 ## Corporate Governance Statement This Corporate Governance Statement forms part of the recommendation of either of the Codes would not have Directors’ Report. been appropriate to the Company’s circumstances. Similar to the UK Code, the AIC Code specifies a “comply or The Board is accountable to shareholders for the governance explain” basis and the Board’s report under this section of the Company’s affairs and is committed to maintaining explains any deviation from its recommendations. the highest standard of corporate governance for the long- term sustainable success of the Company, generating value The UK Code includes provisions relating to: for shareholders, other stakeholders and contributing – the role of the chief executive; to the wider society through investing in its portfolio – executive directors’ remuneration; and companies. In this statement, the Company reports on its compliance with the AIC Code of Corporate Governance – the internal audit function. published in February 2019 (the “AIC Code”), sets out The Board considers these provisions are not relevant to how the Board and its committees have operated during the position of the Company, being an externally-managed the past year and describes how the Board exercises investment company. The Company has therefore not effective stewardship over the Company’s activities in the reported further in respect of these provisions. interests of shareholders and other stakeholders of the Company. The AIC Code addresses all the principles set out in the UK Corporate Governance Code (the “UK The Board of Directors Code”), as well as setting out additional provisions on The Board of Directors is collectively responsible for the issues that are of specific relevance to the Company as an long-term success of the Company. It provides overall investmenttrust. leadership, sets the strategic aims of the Company and ensures that the necessary resources are in place for the The Board is confident that is has properly undertaken its Company to meet its objectives and fulfil its obligations duties to shareholders and other stakeholders, and taken a to shareholders within a framework of high standards long-term approach to the management of the Company. of corporate governance and effective internal controls. The Directors are responsible for the determination Statement of Compliance with the AIC Code of the Company’s investment policy and investment The Board of the Company has considered the principles strategy and have overall responsibility for the Company’s and recommendations of the AIC Code and considers that activities, including the review of investment activity reporting against the principles and recommendations of and performance and the control and supervision of the the AIC Code (which incorporates the UK Code), will Portfolio Manager. provide better information to shareholders. The Board consists of five non-executive Directors, The Financial Reporting Council (the “FRC”) has endorsed who have substantial recent and relevant experience the AIC Code. The terms of the FRC’s endorsement mean of investment trusts and financial and public company that AIC members who report against the AIC Code meet management. fully their obligations under the UK Code and the related Other than their letters of appointment as Directors, none disclosure requirements contained in the Listing Rules of of the Directors has a contract of service with the Company the FCA. A copy of the AIC Code can be obtained via nor has there been any other contract or arrangement the AIC’s website at www.theaic.co.uk. A copy of the UK between the Company and any Director at any time during Code can be obtained at www.frc.org.uk. the year. Directors are not entitled to any compensation The Board recognises the importance of a strong corporate for loss of office. Copies of the letters of appointment are governance culture and has established a framework for available on request from the Company Secretary and will corporate governance which it considers to be appropriate be available at the AGM. to the business of the Company. Chairman and Senior Independent Director The Board considers that it has managed its affairs in compliance with the AIC Code and the relevant The Chairman, Linda Wilding, is deemed by her fellow provisions of the UK Code throughout the year ended independent Board members to be independent in character 31 March 2024, except where it has concluded that and judgement, and free of any conflicts of interest. She adherence or compliance with any particular principle or leads the Board and is responsible for its overall effectiveness 50 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Governance Statement (continued) in directing the Company. In liaison with the Company Board Operation Secretary, she ensures that the Directors receive accurate, The Directors have adopted a formal schedule of matters timely and clear information. Ms Wilding considers herself to specifically reserved for their approval. A copy of this have sufficient time to spend on the affairs of the Company. schedule is available on the Company’s website. These She has no significant commitments other than those disclosed matters include, but are not limited to, the following: in her biography on page 44. The role and responsibilities of Overview – approval of the Company’s investment policy, long- the Chairman are clearly defined and set out in writing, a copy term objectives and business strategy; of which is available on the Company’s website. Arabella Cecil is the Senior Independent Director of the – approval of the policies regarding insurance, hedging, Company. She provides a sounding board for the Chairman borrowing limits and corporate security; and serves as an intermediary for the other Directors and – approval of the Company’s Annual and Interim shareholders. Miss Cecil also provides a channel for any Reports, financial statements and accounting shareholder concerns regarding the Chairman and will take policies, prospectuses, circulars and other shareholder the lead in the annual evaluation of the Chairman by the communications; other independent Directors. The role and responsibilities Strategic Report of the Senior Independent Director are clearly defined – approval for raising new capital and major financing and set out in writing, a copy of which is available on the facilities; Company’s website. – Board appointments and removals; – appointment and removal of the Portfolio Manager, Culture Auditor and the Company’s other service providers; and The Chairman demonstrates objective judgement, promotes a culture of openness and debate, and facilitates – approval of the Company’s annual operating budgets. effective contributions by all Directors. The Directors are Governance Day-to-day investment management is delegated to required to act with integrity, lead by example and promote Odyssean Capital LLP and operational management is this culture within the Company. delegated to Frostrow Capital LLP. The Board seeks to ensure the alignment of the Company’s The Board takes responsibility for the content of purpose, values and strategy with the culture of openness, communications regarding major corporate issues although debate and integrity through ongoing dialogue, and Odyssean Capital LLP and Frostrow act as spokesman. The engagement with the Portfolio Manager and the Company’s Board is kept informed of relevant promotional material other service providers. The culture of the Board is considered that is issued on behalf of the Company. Report as part of the annual performance evaluation process which is undertaken by each Director. The culture of the Company’s Board Meetings Independent Auditor’s service providers is also considered by the Board during the The Company has four scheduled Board meetings a year annual review of their performance and while considering with additional meetings in respect of share issuances and their continuing appointment. regulatory matters arranged as necessary. Purpose and Strategy At each scheduled Board meeting, the Directors follow a formal agenda which is circulated in advance by the The Board assesses the basis on which the Company generates Company Secretary. The Company Secretary, the and preserves value over the long term. The Strategic Report Administrator and the Portfolio Manager regularly provide describes how opportunities and risks to the future success Financial Statements the Board with financial information, including an annual of the business have been considered and addressed, the expenses budget, together with briefing notes and papers sustainability of the Company’s business model and how its in relation to changes in the Company’s economic and governance contributes to the delivery of its strategy. financial environment, statutory and regulatory changes The Company’s Objective and Investment Policy are set out and corporate governance best practice. A description on pages 3 and 4. of the Company’s risk management and internal control The purpose and strategy of the Company are described in the systems is set out in the Strategic Report on pages 6 to 42. Strategic Report on page 24. Board Committees and Notice of AGM Strategy issues and all material operational matters are Additional Information considered at Board meetings. Given the number of Directors, the Board does not consider it necessary for the Company to establish a separate ODYSSEAN INVESTMENT TRUST PLC 51 ## Corporate Governance Statement (continued) remuneration committee and all of the matters that can be Further details about the Audit Committee and its delegated to such a committee are considered by the Board as activities during the year under review are set out on a whole. The Board considers that the combined knowledge pages56 to 58. and experience of its members enable it to successfully fulfil Management Engagement Committee the role of this committee. Peter Hewitt is the Chairman of the Management The Board has established four committees to assist with Engagement Committee, which comprises all Directors. its operations: the Audit Committee; the Management The Committee meets at least once a year to review the Engagement Committee; the Nominations Committee; ongoing performance and the continuing appointment and the Disclosure Committee. Each committee’s of all service providers of the Company, including the delegated responsibilities are clearly defined in formal Portfolio Manager. The Committee also considers any terms of reference, which are available on the Company’s variation to the terms of all service providers’ agreements website. and reports its findings to the Board. Audit Committee The performance of the Company’s service providers is The Audit Committee is chaired by Richard King closely monitored by the Committee and in arriving at and comprises all Directors. It meets formally at least its decisions regarding the continuing appointment of the twice a year. The Board believes it is appropriate for the service providers, it is aided by the feedback received from Chairman of the Company to be a member of the Audit the Portfolio Manager and the Company Secretary on the Committee as she provides a valuable contribution to the performance of those service providers. Committee and her membership enhances the operation Nominations Committee of the Committee and its interaction with the Board. A Nominations Committee was established during the The Chairman’s membership in the Audit Committee is year under the Chairmanship of Arabella Cecil and permitted under the AIC Code. comprises all Directors. The Nominations Committee’s The Board considers that the members of the Audit key responsibilities are to review the Board’s structure and Committee have the requisite skills and experience to fulfil the composition; and to make recommendations to the Board responsibilities of the Committee and that the Committee, as for any changes or new appointments. a whole, has the competence relevant to the investment trust Disclosure Committee sector. The Chairman of the Audit Committee has significant The Disclosure Committee is chaired by Linda Wilding, recent and relevant financial experience. the Chairman of the Board, and includes Arabella Cecil. The Audit Committee has direct access to the Company’s The Committee has been established to ensure the Auditor, and provides a forum through which the Auditor identification and disclosure of inside information and the reports to the Board. Representatives of the Auditor attend Company’s ongoing compliance with the Market Abuse meetings of the Audit Committee at least twice a year. Regulation. No meetings of the Committee were held during the year. Meeting Attendance The number of Board and Committee meetings held during the year ended 31 March 2024 and the attendance of the individual Directors is shown below: Management Engagement Board Meetings Audit Committee Committee Nominations Committee Number Number Number Number entitled to Number entitled to Number entitled to Number entitled to Number attend attended attend attended attend attended attend attended Jane Tufnell* 6 6 2 2 1 1 2 2 Arabella Cecil 6 6 2 2 1 1 2 2 Peter Hewitt 6 6 2 2 1 1 2 2 Richard King 6 6 2 2 1 1 2 2 Neil Mahapatra 6 6 2 2 1 1 2 2 Linda Wilding** 2 2 1 1 0 0 0 0 * Retired from the Board on 31 March 2024. ** Appointed on 25 October 2023. In addition, two ad hoc Committee meetings were held during the year. 52 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Governance Statement (continued) Performance evaluation Tenure The Directors are aware that they need to continually The Company has no set policy on the length of the tenure monitor and improve Board performance and recognise of the Directors. It is intended that all Directors, including that this can be achieved through regular evaluation of the the Chairman, would remain on the Board no longer Board, its committees and the individual Directors; this than nine years. However, the Board has agreed that to provides a valuable feedback mechanism for improving facilitate a phased and efficient refreshment of the Board, if Overview Board’s effectiveness. necessary, the Chairman could stay on for more than nine years as a Director. An evaluation of the Board and its Committees as well as the Chairman and the individual Directors is carried Election/Re-election of Directors outannually. In accordance with the AIC Code, all Directors are subject The Chairman acts on the results of the Board’s evaluation to annual re-election. by recognising the strengths and addressing the weaknesses of the Board and recommending any areas for development. Accordingly, all Directors will be standing for election Strategic Report and/or re-election at the Company’s forthcoming During the year ended 31 March 2024, the performance AGM. As detailed above, following formal performance of the Board, its committees and individual Directors evaluation, it is considered that each current Director (including each Director’s independence) was has the necessary skills and experience, and continues to evaluated through a formal assessment process led by contribute effectively to the management of the Company. the Chairman. This involved the circulation of a Board In addition, it is believed that the Board has the relevant and Committee evaluation checklist, tailored to suit expertise and sufficient time to provide the appropriate the nature of the Company, followed by discussions leadership and direction for the Company. Therefore, the Governance between the Chairman and each of the Directors. The Board strongly recommends the re election of each of the performance of the Chairman was evaluated by the Senior Directors on the basis of their experience and expertise in IndependentDirector. investment matters, their independence and continuing effectiveness and commitment to the Company. As part of the Board evaluation discussions, each of the Directors also assessed the overall time commitment of Diversity their external appointments and it was concluded that all Directors have sufficient time to discharge their duties. The Board supports the principle of boardroom diversity, Report During the year and since the year-end, all Directors have of which gender and ethnicity are two important aspects. without fail attended all Board and Committee meetings. The Board’s aim is to have a broad range of approaches, Independent Auditor’s backgrounds, skills, knowledge and experience represented The Chairman is satisfied that the structure and operation and to make appointments on merit against objective criteria, of the Board continues to be effective and relevant and including diversity in its broadest sense. The Board believes that there is a satisfactory mix of skills, experience and that this will promote the long-term sustainable success of knowledge of the Company. The Board has considered the Company and generate value for all shareholders by the position of all the Directors including the Chairman ensuring there is cognitive diversity among the Directors as part of the evaluation process and believes that it and the challenge needed to support good decision making. would be in the Company’s best interests to propose them Financial Statements for election and re-election. To this end, achieving a diversity of perspectives and backgrounds on the Board will be a key consideration in any future Director search process. The Board encourages Independence of Directors any recruitment agencies it engages to find a diverse The independence of the Directors was reviewed as part range of candidates that meet the criteria agreed for each of the annual evaluation process and it was found that appointment and, from the shortlist, aims to ensure that a each Director is considered to be independent in character diverse range of candidates is brought forward for interview. and judgement and entirely independent of the Portfolio Manager. None of the Directors sits on the boards of any The Board will give due regard to the new diversity targets and Notice of AGM Additional Information other companies managed by the Portfolio Manager. in the Listing Rules, but will not discriminate unfairly on the grounds of gender, ethnicity, age, sexual orientation, ODYSSEAN INVESTMENT TRUST PLC 53 ## Corporate Governance Statement (continued) disability or socio-economic background when considering Conflicts of Interest the appointment of new directors. Candidates’ educational Company Directors have a statutory obligation to avoid a and professional backgrounds, their cognitive and persona situation in which they (and connected persons) have, or strengths, are considered against the specification prepared can have, a direct or indirect interest that conflicts, or may for each appointment. possibly conflict, with the interests of the Company. The Board has noted the FCA’s Listing Rules which require In line with the Companies Act 2006, the Board has the companies to report against the following diversity targets: power to sanction any potential conflicts of interest that may arise and impose such limits or conditions that it a) At least 40% of individuals on the board are women; thinks fit. A register of interests and external appointments b) At least one of the senior board positions is held by a is maintained by the Company Secretary and is reviewed at woman; and every Board meeting to ensure that all details are kept up c) At least one individual on the board is from a minority to date. Should a conflict arise, the Board has the authority ethnic background. to request that the Director concerned abstains from any relevant discussion, or vote. Appropriate authorisation will In accordance with the Listing Rules, the Board has be sought prior to the appointment of any new directors or provided the following information in relation to its if any new conflicts or potential conflicts arise. diversity as at the date of this Annual Report. No conflicts of interest arose during the year under review. | | Number | Percentage | | Number of senior | | | | --- | --- | --- | --- | --- | --- | --- | | | of Board | | of the | positions on the | | | | | Members | | Board | | Board* | Induction of New Directors | | Men 3 60% 1 | | | | | | The Company has an established process in place for the | | Women 2 40% 2 | | | | | | induction of new Directors. An induction pack will be provided | to new Directors by the Company Secretary, containing Not specified/prefer not to say – – – relevant information about the Company, its constitutional Number Percentage Number of senior documents and its processes and procedures. New appointees of Board of the positions on the will also have the opportunity of meeting with the Chairman Members Board Board* and relevant persons at the Portfolio Manager. White British or other White (including minority-white | groups) 4 80% 3 | Training and Advice | | --- | --- | | Mixed/Multiple Ethnic Groups – – – | On an ongoing basis, and further to the annual evaluation | | Asian/Asian British 1 20% 0 | process, the Company Secretary will make arrangements | for Directors to develop and refresh their skills and Black/African/Caribbean/ Black British – – – knowledge in areas which are mutually identified as being Other ethnic group, including likely to be required, or of benefit to them, in carrying Arab – – – out their duties effectively. Directors will endeavour Not specified/prefer not to say – – – to make themselves available for any relevant training sessions which may be organised for the Board. The Board *The format of the above tables is prescribed in the Listing Rules, which define has agreed arrangements whereby Directors may take ‘senior positions on the Board’ as ‘CEO, CFO, SID and Chair’. However, independent professional advice, at the Company's expense, as an externally managed investment trust, the Company has no executive in the furtherance of their duties. management functions, including the roles of CEO and CFO, and the Company has therefore excluded columns relating to executive management. In the absence of the aforementioned roles, the Board considers the Chair of The AIC holds regular Director Roundtable events the Audit Committee to be a senior position and therefore the Company has throughout the year, which are designed to cover the defined the ‘senior positions on the Board’ as Chairman, Senior Independent latest issues and regulatory developments affecting the Director and Chair of the Audit Committee. investment company sector. The Director Roundtables are open to all member investment company directors. The information above was obtained by asking the Directors to indicate on an anonymous form, how they should be categorised for the purposes of the Listing Rules Disclosures. Insurance and Indemnity Provisions The Company has Directors’ and Officers’ liability insurance to cover legal defence costs and public offering of securities insurance in place in respect of the IPO. Under the Company’s Articles of Association, the Directors are 54 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Governance Statement (continued) provided, subject to the provisions of UK legislation, with an Nominee Share Code indemnity in respect of liabilities which they may sustain or Where the Company’s shares are held via a nominee incur in connection with their appointment. The Company company name, the Company undertakes: has also entered into a deed of indemnity with each Director pursuant to which it has agreed to insure, indemnify and/ – to provide the nominee company with multiple copies or loan funds to the Director in relation to certain specific of shareholder communications, so long as an indication of quantities has been provided in advance;and Overview liabilities incurred by them in the performance of their duties as a Director of the Company. – to allow investors holding shares through a nominee company to attend general meetings, provided the correct Relations with Stakeholders authority from the nominee company isavailable. As the Company does not have employees, its main stakeholders comprise a small number of service providers Nominee companies are encouraged to provide the and its shareholders. Details regarding the Company’s necessary authority to underlying shareholders to attend, engagement with its stakeholders are set out in the Strategic speak and vote at the Company’s general meetings. Report on pages 25 to 30. Significant Holdings and Voting Rights Strategic Report Internal Control Review and Assessment Process Details of the shareholders with substantial interests in the Details of the Company’s internal control review and the Company’s shares, the Directors’ authorities to issue and assessment process are outlined in the Strategic Report on repurchase the Company’s shares, and the voting rights of pages 6 to 42. the shares are set out in the Report of the Directors. Audit, Risk and Internal Control Company Secretary The Statement of Directors’ Responsibilities on pages 63 The Board has direct access to the advice and services of and 64 describes the Directors’ responsibility for preparing Governance the Company Secretary, Frostrow Capital LLP, which this Annual Report. is responsible for ensuring that Board and Committee procedures are followed and that applicable regulations The Audit Committee Report on pages 56 to 58 explains are complied with. The Company Secretary is also the work undertaken to allow the Directors to make responsible to the Board for ensuring timely delivery of the this statement and to apply the going concern basis of information and reports which the Directors require and accounting. It also sets out the main roles and responsibilities that the statutory obligations of the Company are met. and the work of the Audit Committee throughout the year, and describes the Directors’ review of the Company’s Report UK Stewardship Code and Exercise of Voting Powers risk management and internal controlsystems. The Board and the Investment Manager support the UK Independent Auditor’s Stewardship Code, issued by the FRC, which sets out A description of the principal risks facing the Company the principles of effective stewardship by institutional and an explanation of how they are being managed is investors. The Company’s investment portfolio is managed provided in the Strategic Report on pages 6 to 42. by Odyssean Capital LLP who have extensive experience The Board’s assessment of the Company’s longer-term and a strong commitment to effective stewardship. viability is set out in the Business Review on pages 41 to42. The Board has delegated discretion to Odyssean Capital LLP to exercise voting powers on its behalf in respect of Remuneration shares owned by the Company. The Directors’ Remuneration Report on pages 59 to 62 Financial Statements sets out the levels of remuneration for each Director and explains how Directors’ remuneration is determined. Frostrow Capital LLP Company Secretary 11 June 2024 and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 55 ## Audit Committee Report Introduction from the Chairman (c) Annual Report and Financial Statements The production of the Company’s Annual Report As Chairman of the Audit Committee, I am pleased to (including the audit by the Company’s external present the Audit Committee Report for the year ended Auditor) is a thorough process involving input from 31 March 2024 to shareholders. a number of different areas. In order to be able to confirm that the Annual Report is fair, balanced Composition and Meetings and understandable, the Board has requested that The Committee comprises all of the Company’s the Committee advise on whether it considers these independent non-executive Directors. As a result, the criteria have been satisfied. As part of this process the Committee comprises the whole Board. The Committee Committee has considered the following: believes it is appropriate for the Chair of the Board to – the procedures followed in the production of the be a member of the Audit Committee on account of her Annual Report, including the processes in place to relevant sector and accounting experience. assure the accuracy of the factual content; During the year ended 31 March 2024, the Committee – the extensive levels of review that were undertaken in met twice and each Director’s attendance at these meetings the production process, by the Company’s Portfolio is set out in the table on page 52. Manager and Company Secretary and the Committee; The experience of the Committee members can be assessed and from the Directors’ biographies set out on pages 44 and – the internal control environment as operated by the 45. We consider that we have recent and relevant financial Portfolio Manager, Company Secretary and other experience and that the Committee as a whole has service providers. competence relevant to the investment trust sector. As a result of the work undertaken by the Committee, Role and Responsibilities it has confirmed to the Board that the Annual Report A comprehensive description of the Committee’s role, its and the Financial Statements for the year ended duties and responsibilities, can be found in its terms of 31 March 2024, taken as a whole, is fair, balanced reference, which are available on the Company’s website and understandable and provides the information www.oitplc.com. necessary for shareholders to assess the Company’s financial position, performance, business model andstrategy. Significant Matters Considered During the Year (a) Valuation of investments The Committee addressed the overall accuracy of The Board relies on the Administrator and the the Annual Report by considering the draft Annual Portfolio Manager to use correct listed prices and seeks Report, a letter from the Company Secretary in comfort in the testing of this process through their support of the letter of representation made by the internal controls reports. The Committee reviewed Board to the Auditor and the Auditor’s Report to with the Portfolio Manager and the Administrator theCommittee. the valuation process of the Company’s investments and the systems in place to ensure the accuracy of The Committee also considered a number of thesevaluations. key reporting matters which are outlined in the followingsections. (b) Existence and ownership of investments The Company uses the services of an independent custodian, CACEIS Investor Services Bank S.A. (London Branch) (formerly RBC Investor Services Trust (UK Branch*)), to hold the assets of the Company. The custodian’s and the Portfolio Manager’s records are reconciled daily. * See page 33 for further information. 56 ODYSSEAN INVESTMENT TRUST PLC ## Audit Committee Report (continued) Other Reporting Matters (c) Maintenance of investment trust status The Portfolio Manager and the Administrator have (a) Internal controls and risk management reported to the Audit Committee to confirm continuing As set out on page 36 the Board is responsible for the compliance with the requirements for maintaining risk assessment and review of internal controls of the investment trust status. The position is also discussed Company, undertaken in the context of the overall with the Auditor as part of the audit process. investment objective. Overview (d) Half Year Report The review covers the key business, operational, The Committee reviewed the Half Year Report compliance and financial risks facing the Company. In and Financial Statements, which are not audited or arriving at its judgement of what risks the Company reviewed by the external Auditor, to ensure that the faces, the Board has considered the Company’s accounting policies used in the Annual Financial operations in the light of the following factors: Statements were also used at the half-year stage and that they portrayed a fair balanced and understandable – the nature of the Company, with all management picture of the period in question. functions outsourced to third party service providers; Strategic Report (e) Accounting Policies – the nature and extent of risks which it regards as During the year the Committee ensured that the acceptable for the Company to bear within its overall accounting policies, as set out on pages 75 to 77, were investment objective; applied consistently throughout the year. In light of – the threat of such risks becoming a reality; and there being no unusual transactions during the year or other possible reasons, the Committee agreed that – the Company’s ability to reduce the incidence and there was no reason to change the policies. Governance impact of risk on its performance. ( f ) Internal Audit Against this background, a risk matrix has been The Committee considered whether there was a need developed which covers key risks the Company for the Company to have an internal audit function. faces, the likelihood of their occurrence and their As the Company delegates its day-to-day operations potential impact, how these risks are monitored and to third parties and has no employees, the Committee mitigating controls in place. The Board has delegated concluded that there was no such need. to the Committee the responsibility for the review and Report maintenance of the risk matrix and it reviews, in detail, (g) Audit Regulation the risk matrix each time it meets, bearing in mind any While the Committee has not had to consider any new Independent Auditor’s changes to the Company, its environment or service audit regulations in the past year, it noted reporting providers since the last review. Any significant changes guidance and thematic reviews published by the FRC. to the risk matrix are discussed with the whole Board. The Committee also reviews the outcomes of the FRC’s annual Audit Quality Reviews and discusses the (b) Going concern and longer-term viability findings with our Auditor. In line with the AIC Code, the Committee considered the Company’s financial requirements and viability for The Committee has noted, in particular, the the forthcoming year and over a longer period of three publication by the FRC of the Minimum Standard Financial Statements years. As a result of this assessment, the Committee for Audit Committees and the revised UK Corporate concluded that the Company had adequate resources Governance Code. The Minimum Standard will apply to continue in operation and meet its liabilities as they to the Company on a comply or explain basis as it fall due both for the forthcoming year and over the is included by reference in the new UK Corporate following two years. Related disclosures are set out on Governance Code. The Committee will seek to pages 41 and 42. comply with the Standard as far as it is appropriate for an externally-managed investment company to do so. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 57 ## Audit Committee Report (continued) Audit Fees and Non-Audit Services independent and objective, and has fulfilled its obligations to the Company and its shareholders. There are no contractual An audit fee of £63,000 has been agreed in respect of the obligations that would restrict the Committee in selecting audit for the year ended 31 March 2024 (2023: £52,000). an alternative external auditor. In accordance with the Company’s non-audit services policy, KPMG LLP have been the Auditor to the Company since the Audit Committee reviews the scope and nature of all launch in 2018. The Auditor is required to rotate the audit proposed non-audit services before engagement, to ensure partner every five years. Jatin Patel had been the Company’s that auditor independence and objectivity are safeguarded. audit partner since KPMG’s appointment, and so rotated The policy includes a list of non-audit services which may off the Company’s audit following the completion of last be provided by the Auditor provided there is no apparent year’s audit process. He has been succeeded by Matthew threat to independence, as well as a list of services which are Humphrey who I met prior to his formal appointment. prohibited. In respect of any permissible non-audit service up to a fee of £10,000 or where any urgent matters arise, the No tender for the audit of the Company has been Audit Committee has delegated authority to the Portfolio undertaken. The Committee will review the continuing Manager to approve these between meetings. Non-audit appointment of the Auditor on an annual basis and services are capped at 70% of the average of the statutory give regular consideration to the Auditor’s fees and audit fees for the preceding three years. No non-audit independence, along with matters raised during each audit. services were provided by the Auditor during the year ended 31 March 2024 (2023:none). Re-appointment of the Auditor Further information on the fees paid to the Auditor is set Following consideration of the performance of the out in note 4 to the Financial Statements on page 79. Auditor, the services provided during the year and a review of its independence and objectivity, the Committee has Effectiveness of the External Audit recommended to the Board the re-appointment of KPMG LLP as Auditor to the Company. The Audit Committee monitors and reviews the effectiveness of the external audit carried out by the In accordance with the requirements relating to the Auditor, including a detailed review of the audit plan and appointment of Auditor, the Company would need to the audit results report, and makes recommendations to the conduct an audit tender no later than for the accounting Board on the re-appointment, remuneration and terms of period beginning 1 April 2028. engagement of the Auditor. This review takes into account the experience and tenure of the audit partner and team, the nature and level of services provided, and confirmation that Effectiveness of the Committee the Auditor has complied with independence standards. The Committee’s performance over the past year was Any concerns with the effectiveness of the external audit reviewed and discussed as part of the annual Board process would be reported to the Board. No concerns were evaluation. The evaluation considered the composition of raised in respect of the year ended 31 March 2024. the Committee and the efficacy of Committee meetings, as well as assessing the Committee’s role in monitoring The Committee has direct access to the Auditor, KPMG and overseeing the Company’s financial reporting and LLP, who attends Committee meetings on a regular basis. accounting, risk management and internal controls, The Committee has the opportunity to meet with the compliance with corporate governance regulations and Auditor without the Portfolio Manager nor the Company also the assessment of the external audit. Secretary being present. I am pleased to confirm that the evaluation result was positive and no matters of concern or requirements for Independence and objectivity of the Auditor change were highlighted. The Committee receives an annual assurance from the Auditor that its independence is not compromised. No non- Richard King audit services were provided by the Auditor to the Company Chairman of the Audit Committee during the year. Following a review of the performance of the Auditor, the Committee is satisfied that the Auditor remains 11 June 2024 58 ODYSSEAN INVESTMENT TRUST PLC ![img-8.jpeg](img-8.jpeg) # Directors' Remuneration Report ## Statement from the Chairman I am pleased to present the Directors' Remuneration Report for the year ended 31 March 2024. As the Company has no employees and the Board is comprised wholly of non-executive Directors, the Board has not established a separate Remuneration Committee. Directors' remuneration is determined by the Board as a whole, at its discretion within an aggregate ceiling of £300,000 per annum, as prescribed in the Company's Articles of Association. Each Director abstains from voting on their own individual remuneration. During the period, the Board reviewed the levels of Directors' remuneration while having regard to the Company's financial position and performance, remuneration in other companies of comparable scale and complexity and market statistics generally. During the year ended 31 March 2024, the annual fees were set out at the rate of £38,000 for the Chairman, £31,000 for the Chairman of the Audit committee and £27,000 for a Director. For the year ending 31 March 2025, Directors' fees will be increased with effect from 1 April 2024 as follows: £39,500 for the Chairman, £32,200 for the Chairman of the Audit Committee and £28,100 for a Director. ## Company Performance The graph below compares the total return to holders of ordinary shares since they were first admitted to trading on the London Stock Exchange, with the total return of the DNSC (formerly NSCI) ex IC plus AIM Total Return Index (used by the Company as a comparator, not benchmark). Further information about the Company's performance during the year is detailed in the Chairman's Statement beginning on page 7 and the Portfolio Manager's Report beginning on page 10. ![img-9.jpeg](img-9.jpeg) As at 31 March 2024, Performance measured from close of business on 1 May 2018. Share performance since inception assumes IPO price of 100.0p. Source: Bloomberg. Rebased to 100. Each of the Directors has agreed to use their applicable Directors' fees (net of applicable taxes) to acquire the Company's ordinary shares in the secondary market, subject to regulatory requirements. In relation to any dealings, the Directors will comply with the share dealing code adopted by the Company in accordance with the Market Abuse Regulation. An ordinary resolution will be put to shareholders at the forthcoming AGM to be held on 4 September 2024 to receive and approve the Directors' Remuneration Report. The Directors' Remuneration Policy was last approved by shareholders at the AGM held on 21 September 2022 and will again be on the agenda for the AGM to be held in 2025. The provisions of the Remuneration Policy, as detailed on page 62, will apply until they are next put to shareholders for renewal of that approval, which must be at intervals of not more than three years, or earlier, if proposals are made to vary the policy. The Remuneration Policy is binding and sets the parameters within which Directors' remuneration may be set. There will be no significant change in the way the Remuneration Policy will be implemented in the course of the next financial year. ODYSSEAN INVESTMENT TRUST PLC 59 Overview Strategic Report Governance Independent Auditor's Report Financial Statements Additional Information and Notice of AGM ![img-10.jpeg](img-10.jpeg) ## Directors' Remuneration Report *(continued)* ### Directors' Remuneration for the Year Ended 31 March 2024 (audited) The single total figure table below details the remuneration received by the Directors who served during the year: | Director | Year ended 31 March 2024 | | | Year ended 31 March 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Fees | Taxable benefits | Total | Fees | Taxable benefits | Total | | Jane Tufnell^{1} | £38,000 | – | £38,000 | £36,800 | – | £36,800 | | Arabella Cecil | £27,000 | – | £27,000 | £25,900 | – | £25,900 | | Peter Hewitt^{2} | – | £1,777 | £1,777 | – | £1,692 | £1,692 | | Richard King | £31,000 | – | £31,000 | £29,500 | – | £29,500 | | Neil Mahapatra^{3} | £27,000 | – | £27,000 | n/a | n/a | n/a | | Linda Wilding^{4} | £11,769 | £127 | £11,896 | n/a | n/a | n/a | | | £134,769 | £1,904 | £136,673 | £92,200 | £1,692 | £93,892 | $^{1}$ Retired from the Board on 31 March 2024. $^{2}$ Peter Hewitt does not receive a fee in respect of his services as a Director to the Company owing to his employment as a Director of Global Equities at Columbia Threadneedle. $^{3}$ Appointed on 3 April 2023. $^{4}$ Appointed as a Director on 25 October 2023 and as the Chairman on 31 March 2024. There are no variable elements in the remuneration payable to the Directors. Taxable benefits included in the above table are in respect of the amounts reimbursed to Directors as travel and other expenses properly incurred by them in the performance of their duties. ### Changes in Directors' Remuneration | Director | 2024 Fees | 2024 % Change | 2023 Fees | 2023 % Change | 2022 Fees | 2022 % Change | 2021 Fees | 2021 % Change | 2020 Fees | 2020 % Change | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Jane Tufnell^{1} | £38,000 | 3% | £36,800 | 4% | £35,500 | 4% | £34,000 | – | £34,000 | – | | Arabella Cecil | £27,000 | 4% | £25,900 | 4% | £25,000 | 4% | £24,000 | – | £24,000 | – | | Peter Hewitt | – | – | – | – | – | – | – | – | – | – | | Richard King | £31,000 | 5% | £29,500 | 4% | £28,500 | 4% | £27,500 | – | £27,500 | – | | Neil Mahapatra^{2} | £27,000 | n/a | n/a | – | n/a | – | n/a | – | n/a | – | | Linda Wilding^{3} | £11,896 | n/a | n/a | – | n/a | – | n/a | – | n/a | – | $^{1}$ Retired from the Board on 31 March 2024. $^{2}$ Appointed on 3 April 2023. $^{3}$ Appointed as a Director on 25 October 2023 and as the Chairman on 31 March 2024. ### Relative Importance of Spend on Pay The table below shows the amount of the Company's income spent on pay. | | Year ended 31 March 2024 | Year ended 31 March 2023 | | --- | --- | --- | | Spend on Directors' fees* | £136,673 | £93,892 | | Management fee and other expenses | £2,655,000 | £2,503,000 | \* The Company has no employees and the total spend on pay comprises only the Directors' fees. 60 ODYSSEAN INVESTMENT TRUST PLC ## Directors’ Remuneration Report (continued) In the absence of any employees, dividend payments made during the year and amount spent on shares buybacks, the management fee and other expenses have been included because the Directors believe it will help shareholders’ understanding of the relative importance of the spend on pay. The figures for this measure are the same as those shown in notes 3 and 4 to the Financial Statements. Directors’ Interests (audited) Overview The Company’s Articles of Association do not require a Director to own shares in the Company. The interests of the Directors and any connected persons in the ordinary shares of the Company at 31 March 2024, 31 March 2023 and 10June 2024, the date of this report, are shown in the table below: | | 10 June | | 31 March | | | 31 March | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | 2024 | | | 2023 | | Number of shares | | Number of shares | | | Number of shares | | | Jane Tufnell† N/A 676,940 663,625 Strategic Report Arabella Cecil 204,649 201,408 188,170 Peter Hewitt 35,000 35,000 35,000 Richard King 95,700 95,700 85,363 Neil Mahapatra* 16,700 16,700 16,700 Linda Wilding** 108,500 108,500 – None of the Directors or any person connected with them had a material interest in the Company’s transactions, Governance arrangements or agreements during the year. * Joined the Board on 3 April 2023. ** Joined the Board on 25 October 2023. † Retired from the Board on 31 March 2024. Voting at AGM The Directors’ Remuneration Report for the year ended 31 March 2023 was approved at the AGM held on 21 September Report 2023. The votes cast by proxy on the resolution were: Independent Auditor’s Directors’ Remuneration Report Number of votes % of votes cast For 36,189,467 99.93 Against 24,022 0.07 Total votes cast 36,213,489 100.0 Financial Statements Votes withheld 0 0 Any proxy votes which were at the discretion of the Chairman were included in the “For” total. A vote withheld is not a vote in law and is not counted in the calculations of votes cast by proxy. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 61 ## Directors’ Remuneration Report (continued) | Remuneration Policy | Directors’ fee levels | | | | --- | --- | --- | --- | | The Company follows the recommendation of the AIC | | Rate at | | | | | 1 April | Purpose of | Code that non executive Directors’ remuneration should Component Role 2024 Remuneration reflect the time commitment and responsibilities of Annual fee Chairman £39,500 Commitment as the role. The Board’s policy is that the remuneration of 1 Chairman non- executive Directors should reflect the experience of Annual fee Non-executive £28,100 Commitment as the Board as a whole, and be determined with reference to 2 Director non-executive Director comparable organisations and appointments. Additional fee Chairman of £4,100 For additional respon- the Audit sibilities and time All Directors are non-executive, appointed under the terms 3 Committee commitments of letters of appointment. There are no service contracts in Additional fee All Directors N/A For extra or special place. The Company has no employees. services performed in 4 their role as a Director The fees for the non-executive Directors are determined Expenses All Directors N/A Reimbursement of within the limits (not to exceed £300,000 per annum) expenses incurred in set out in the Company’s Articles of Association, or any the performance of greater sum that may be determined by special resolution duties as a Director of the Company. Directors are not eligible for bonuses, share options, long-term incentive schemes or other 1 The Chairman of the Board is paid a higher fee than the other Directors to performance-related benefits as the Board does not believe reflect the more onerous role. 2 The Company’s Articles of Association limit the aggregate fees payable to the that this is appropriate for non-executive Directors. There Board of Directors to £300,000 per annum. are no pension arrangements or retirement benefits in 3 The Chairman of the Audit Committee is paid a higher fee than the other place for the Directors of the Company. Directors to reflect the more onerous role. 4 Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special services. Under the Company’s Articles of Association, if any Director is called upon to perform or render any special Each of the Directors has agreed to use their applicable duties or services outside their ordinary duties as a Director, Directors’ fees (net of applicable taxes) to acquire the they may be paid such reasonable additional remuneration Company’s ordinary shares in the secondary market, as the Board, or any committee authorised by the Board, subject to regulatory requirements. may from time to time determine. Fees are reviewed annually in accordance with the above The Directors are entitled to be repaid all reasonable policy. The fee for any new Director appointed to the travelling, hotel and other expenses properly incurred Board will be determined on the same basis. The Company by them in or about the performance of their duties as is committed to ongoing shareholder dialogue and any Director, including any expenses incurred in attending views expressed by shareholders on the fees being paid to meetings of the Board or any committee of the Board or Directors would be taken into consideration by the Board general meetings of the Company. when reviewing the Directors’ remuneration policy and in the annual review of Directors’ fees. Directors’ and Officers’ liability insurance cover is maintained by the Company on behalf of the Directors. Compensation will not be made upon early termination of appointment. Approval The Directors’ Remuneration Report was approved by the Board and signed on its behalf by: Linda Wilding Chairman 11 June 2024 62 ODYSSEAN INVESTMENT TRUST PLC ## Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual The Directors are responsible for keeping adequate Report and Financial Statements in accordance with accounting records that are sufficient to show and explain applicable law and regulation. the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company Company law requires the Directors to prepare financial and enable them to ensure that the Financial Statements statements for each financial period. Accordingly, comply with Companies Act 2006 and Article 4 of the Overview the Directors have prepared the Financial Statements IAS Regulation. They are also responsible for safeguarding in accordance with IFRS as adopted by the United the assets of the Company and hence for taking reasonable Kingdom. Under company law, the Directors must not steps for the prevention and detection of fraud and other approve the Financial Statements unless they are satisfied irregularities. that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company Under applicable law and regulations, the Directors are for that period. also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate In preparing the Financial Statements, the Directors are Governance Statement that comply with that law and required to: Strategic Report those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the – select suitable accounting policies in accordance with FCA. IAS 8: “Accounting Policies, Changes in Accounting Estimates and Errors” and then apply them The Financial Statements are published on the Company’s consistently; website, www.oitplc.com, which is maintained on behalf of the Company by Frostrow Capital LLP. The work carried – present information, including accounting policies, in out by the Auditor does not involve consideration of the a manner that provides relevant, reliable, comparable Governance maintenance and integrity of this website and accordingly, and understandable information; the Auditor accepts no responsibility for any changes that have occurred to the Financial Statements since they were – provide additional disclosures when compliance initially presented on the website. with specific requirements in IFRS is insufficient to enable users to understand the impact of particular Under the Portfolio Management Agreement, the transactions, other events and conditions on Portfolio Manager is responsible for the maintenance the Company’s financial position and financial and integrity of the corporate and financial information performance; Report included on the Company’s website. Visitors to the website need to be aware that legislation in the United – state whether applicable IFRS have been followed, Independent Auditor’s Kingdom covering the preparation and dissemination subject to any material departures disclosed and of the financial statements may differ from legislation in explained in the Financial Statements; their jurisdiction. – make judgements and accounting estimates that are We confirm that to the best of our knowledge: reasonable and prudent; and – the Financial Statements, which have been prepared – prepare the Financial Statements on the going concern in accordance with IFRS as adopted by the United basis unless it is inappropriate to presume that the Kingdom, give a true and fair view of the assets, Financial Statements Company will continue in business. liabilities, financial position and loss of the Company; and – the Annual Report 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 that it faces. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 63 ## Statement of Directors’ Responsibilities (continued) The Directors consider that 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. On behalf of the Board Linda Wilding Chairman 11 June 2024 64 ODYSSEAN INVESTMENT TRUST PLC ## Independent ## auditor’s report Overview ### to the members of Odyssean Investment Trust plc Strategic Report 1. Our opinion is unmodified We were first appointed as auditor by shareholders on 29 November 2018. The period of total uninterrupted We have audited the financial statements of Odyssean engagement is for the six financial years ended 31 Investment Trust PLC (“the Company”) for the year March 2024. We have fulfilled our ethical responsibilities ended 31 March 2024 which comprise the statement under, and we remain independent of the Company in of comprehensive income, balance sheet, statement of accordance with, UK ethical requirements including the changes in equity, cash flow statement, and the related FRC Ethical Standard as applied to listed public interest notes, including the accounting policies in note 1. entities. No non‑audit services prohibited by that standard wereprovided. | In our opinion the financial statements: | | | | Governance | | --- | --- | --- | --- | --- | | – give a true and fair view of the state of the Company’s | | Overview | | | | | affairs as at 31 March 2024 and of its return for the | | £1.8m (2023: £1.8m) | | Materiality: year then ended; 1% of Total Assets (2023: 1%) Financial statements as a whole – have been properly prepared in accordance with UK‑adopted international accounting standards; and Key audit matter: vs 2023 t Recurring risk: Carrying amount of – have been prepared in accordance with the t quoted investments requirements of the Companies Act 2006. Report Independent Auditor’s Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 65 2. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, 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. We summarise below the key audit matter, which is consistent with prior year, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. The risk Our response | Carrying amount of quoted | Low risk, high value: | We performed the detailed tests below rather | | --- | --- | --- | | investments | | than seeking to rely on any of the Company’s | | (2024: £182.3m; (2023: £180.4m)) | The Company’s portfolio of quoted | controls, because the nature of the balance | | | investments makes up 96.3% (2023: 98.6%) | is such that we would expect to obtain audit | | Refer to page 56 (Audit Committee | of the Company’s total assets by value | evidence primarily through the detailed | | Report), page 76 (accounting policy) | and is considered to be the key drivers of | procedures described below. | | and page 83 and 84 (financial | financial results. We do not consider these | | | disclosures). | investments to be at a high risk of significant | Our procedures included: | misstatement, or to be subject to a significant | level of judgement because they comprise | Tests of detail: Agreeing the valuation of | | --- | --- | | liquid, quoted investments. However, due to | 100% of quoted investments in the portfolio to | | their materiality in the context of the financial | externally quoted prices; and | statements as a whole, they are considered | to be the area which had the greatest effect | Enquiry of custodians: Agreeing 100% | | --- | --- | | on our overall audit strategy and allocation of | of investment holdings in the portfolio | | resources in planning and completing our audit. | to independently received third party | confirmations from investment custodians. Our findings: We found the carrying amount of quoted investments to be acceptable (2023:acceptable). 3. Our application of materiality and an overview of the Total Assets Materiality scope of our audit £189.2m (2023: £182.9m) £1.8m (2023: £1.8m) Materiality for the financial statements as a whole was set at £1.8m £1.8m (2023: £1.8m), determined with reference to a benchmark Whole financial statements of Total Assets, of which it represents 1% (2023: 1%). materiality (2023: £1.8m) In line with our audit methodology, our procedures on £1.4m individual account balances and disclosures were performed Performance materiality to a lower threshold, performance materiality, so as to reduce (2023: £1.4m) to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 75% (2023: 75%) of materiality for the financial statements as a whole, which equates to £ 1.4m (2023: £91k £1.4m). We applied this percentage in our determination of Misstatements reported to the performance materiality because we did not identify any factors audit committee (2023: £91k) Materiality indicating an elevated level of risk. Total assets We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £91k Our audit of the Company was undertaken to the materiality (2023: £91k), in addition to other identified misstatements that and performance materiality levels specified above and was warranted reporting on qualitative grounds. performed by a single audit team. The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Company’s internal control over financial reporting. 66 ODYSSEAN INVESTMENT TRUST PLC 4. Going concern However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are The directors have prepared the financial statements on the going inconsistent with judgements that were reasonable at the time concern basis as they do not intend to liquidate the Company they were made, the above conclusions are not a guarantee that or to cease its operations, and as they have concluded that the the Company will continue in operation. Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that 5. Fraud and breaches of laws and regulations – ability could have cast significant doubt over its ability to continue as a to detect Overview going concern for at least a year from the date of approval of the financial statements (“the going concern period”). Identifying and responding to risks of material misstatement due to fraud We used our knowledge of the Company, its industry, and the To identify risks of material misstatement due to fraud (“fraud general economic environment to identify the inherent risks to its risks”) we assessed events or conditions that could indicate an business model and analysed how those risks might affect the incentive or pressure to commit fraud or provide an opportunity Company’s financial resources or ability to continue operations to commit fraud. Our risk assessment procedures included: over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial – enquiring of Directors as to the Company’s high‑level resources and its ability to operate over this period were: policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, – impact of a significant reduction in the valuation of suspected or alleged fraud; Strategic Report investments; – the liquidity of the Level 1 investments and its ability to – assessing the segregation of duties in place between the meet the liabilities of the Company as and when they fall Directors, the Administrator and the Company’s Investment due; and Manager; and – the operational resilience of key service organisations. – reading Board and Audit Committee minutes. We considered whether these risks could plausibly affect the liquidity in the going concern period by assessing the degree of As required by auditing standards, we perform procedures downside assumption that, individually and collectively, could to address the risk of management override of controls, in result in a liquidity issue, taking into account the Company’s liquid particular to the risk that management may be in a position investment position (and the results of their stress testing). Governance to make inappropriate accounting entries. We evaluated the design and implementation of the controls over journal entries We considered whether the going concern disclosure in note 1 and other adjustments and made inquiries of the Administrator to the financial statements gives a full and accurate description about inappropriate or unusual activity relating to the processing of the Directors’ assessment of going concern, including the of journal entries and other adjustments. We substantively identified risks and related sensitivities. tested all material post‑ closing entries and, based on the results of our risk assessment procedures and understanding Our conclusions based on this work: of the process, including the segregation of duties between the Directors and the Administrator, no further high‑risk journal – we consider that the directors’ use of the going concern entries or other adjustments were identified. basis of accounting in the preparation of the financial Report statements is appropriate; On this audit we do not believe there is fraud risk related to – we have not identified, and concur with the directors’ Independent Auditor’s revenue recognition because the revenue is non‑judgemental assessment that there is not, a material uncertainty related and straightforward, with limited opportunity for manipulation. to events or conditions that, individually or collectively, may We did not identify any significant unusual transactions or cast significant doubt on the Company’s ability to continue additional fraud risks. as a going concern for the going concern period; – we have nothing material to add or draw attention to in relation to the directors’ statement in note 1 to the financial Identifying and responding to risks of material misstatement statements on the use of the going concern basis of due to non-compliance with laws and regulations accounting with no material uncertainties that may cast We identified areas of laws and regulations that could significant doubt over the Company’s use of that basis for reasonably be expected to have a material effect on the the going concern period, and we found the going concern financial statements from our general commercial and sector Financial Statements disclosure in note 1 to be acceptable; and experience and through discussion with the Directors, the – the related statement under the Listing Rules set out Investment Manager and the Administrator (as required by on page 41 is materially consistent with the financial auditing standards) and discussed with the Directors the statements and our audit knowledge. policies and procedures regarding compliance with laws and regulations. As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatoryrequirements. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 67 5. Fraud and breaches of laws and regulations –ability to Our responsibility is to read the other information and, in detect (continued) doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated The potential effect of these laws and regulations on the or inconsistent with the financial statements or our audit financial statements varies considerably. knowledge. Based solely on that work we have not identified material misstatements in the other information. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), Strategic report and directors’ report distributable profits legislation, and its qualification as an Based solely on our work on the other information: Investment Trust under UK taxation legislation, any breach of which could lead to the Company losing various deductions – we have not identified material misstatements in the and exemptions from UK corporation tax, and we assessed the strategic report and the directors’ report; extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. – in our opinion the information given in those reports for the financial year is consistent with the financial statements; Secondly, the Company is subject to many other laws and and regulations where the consequences of non‑compliance could have a material effect on amounts or disclosures in the – in our opinion those reports have been prepared in financial statements, for instance through the imposition of accordance with the Companies Act 2006. fines or litigation. We identified the following areas as those most likely to have such an effect: money laundering, data protection, bribery and corruption legislation and certain aspects Directors’ remuneration report of company legislation recognising the financial and regulated In our opinion the part of the Directors’ Remuneration Report to nature of the Company’s activities and its legal form. Auditing be audited has been properly prepared in accordance with the standards limit the required audit procedures to identify Companies Act 2006. non‑compliance with these laws and regulations to enquiry of the Directors and the Administrator and inspection of regulatory and legal correspondence, if any. Therefore if a breach of Disclosures of emerging and principal risks and longer-term operational regulations is not disclosed to us or evident from viability relevant correspondence, an audit will not detect that breach. We are required to perform procedures to identify whether there is a material inconsistency between the directors’ Context of the ability of the audit to detect fraud or breaches disclosures in respect of emerging and principal risks and of law or regulation the viability statement, and the financial statements and our auditknowledge. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material Based on those procedures, we have nothing material to add or misstatements in the financial statements, even though we draw attention to in relation to: have properly planned and performed our audit in accordance with auditing standards. For example, the further removed – the directors’ confirmation within the principal risks (page non‑compliance with laws and regulations is from the events 36) that they have carried out a robust assessment of the and transactions reflected in the financial statements, the less emerging and principal risks facing the Company, including likely the inherently limited procedures required by auditing those that would threaten its business model, future standards would identify it. performance, solvency and liquidity; In addition, as with any audit, there remained a higher risk of – the Emerging and Principal Risks disclosures describing non‑detection of fraud, as these may involve collusion, forgery, these risks and how emerging risks are identified, and intentional omissions, misrepresentations, or the override of explaining how they are being managed and mitigated; and internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing – the directors’ explanation in the viability statement of how non‑compliance or fraud and cannot be expected to detect they have assessed the prospects of the Company, over non‑compliance with all laws and regulations. what period they have done so and why they considered that period to be appropriate, and their statement as 6. We have nothing to report on the other information in to whether they have a reasonable expectation that the Annual Report the Company will be able to continue in operation and The directors are responsible for the other information meet its liabilities as they fall due over the period of their presented in the Annual Report together with the financial assessment, including any related disclosures drawing statements. Our opinion on the financial statements does not attention to any necessary qualifications or assumptions. cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form We are also required to review the viability statement, set out of assurance conclusion thereon. on pages 41 and 42 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our auditknowledge. 68 ODYSSEAN INVESTMENT TRUST PLC 6. We have nothing to report on the other information in 8. Respective responsibilities the Annual Report (continued) Directors’ responsibilities Our work is limited to assessing these matters in the context As explained more fully in their statement set out on pages 63 of only the knowledge acquired during our financial statements and 64, the directors are responsible for: the preparation of the audit. As we cannot predict all future events or conditions financial statements including being satisfied that they give a and as subsequent events may result in outcomes that are true and fair view; such internal control as they determine is inconsistent with judgements that were reasonable at the necessary to enable the preparation of financial statements Overview time they were made, the absence of anything to report on that are free from material misstatement, whether due to these statements is not a guarantee as to the Company’s fraud or error; assessing the Company’s ability to continue as longer‑termviability. a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease Corporate governance disclosures operations, or have no realistic alternative but to do so. We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance disclosures and the financial statements Auditor’s responsibilities and our audit knowledge. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from Based on those procedures, we have concluded that each of the material misstatement, whether due to fraud or error, and to Strategic Report following is materially consistent with the financial statements issue our opinion in an auditor’s report. Reasonable assurance is and our audit knowledge: a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a – the directors’ statement that they consider that the annual material misstatement when it exists. Misstatements can arise report and financial statements taken as a whole is fair, from fraud or error and are considered material if, individually or balanced and understandable, and provides the information in aggregate, they could reasonably be expected to influence necessary for shareholders to assess the Company’s the economic decisions of users taken on the basis of the position and performance, business model and strategy; financial statements. – the section of the annual report describing the work of A fuller description of our responsibilities is provided on the Governance the Audit Committee, including the significant issues that FRC’s website at www.frc.org.uk/auditorsresponsibilities. the audit committee considered in relation to the financial statements, and how these issues were addressed; and 9. The purpose of our audit work and to whom we owe our responsibilities – the section of the annual report that describes the review of the effectiveness of the Company’s risk management This report is made solely to the Company’s members, as a and internal control systems. body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might We are required to review the part of the Corporate Governance state to the Company’s members those matters we are required Statement relating to the Company’s compliance with the to state to them in an auditor’s report and for no other purpose. provisions of the UK Corporate Governance Code specified by To the fullest extent permitted by law, we do not accept or Report the Listing Rules for our review. We have nothing to report in assume responsibility to anyone other than the Company and this respect. the Company’s members, as a body, for our audit work, for this Independent Auditor’s report, or for the opinions we have formed. 7. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: Matthew Humphrey, (Senior Statutory Auditor) – adequate accounting records have not been kept, or for and on behalf of KPMG LLP, Statutory Auditor returns adequate for our audit have not been received from Chartered Accountants branches not visited by us; or 15 Canada Square – the financial statements and the part of the Directors’ London Financial Statements Remuneration Report to be audited are not in agreement E14 5GH with the accounting records and returns; or 11 June 2024 – certain disclosures of directors’ remuneration specified by law are not made; or – we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 69 ## Financial Statements ### FINANCIAL STATEMENTS 71 Statement of Comprehensive Income 72 Statement of Changes in Equity 73 Statement of Financial Position 74 Cash Flow Statement 75 Notes to the Financial Statements 70 ODYSSEAN INVESTMENT TRUST PLC ![img-11.jpeg](img-11.jpeg) # Statement of Comprehensive Income for the year ended 31 March 2024 | | Notes | Year ended 31 March 2024 | | | Year ended 31 March 2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Income | 2 | 2,194 | – | 2,194 | 2,720 | – | 2,720 | | Losses on investments at fair value | 7 | – | (6,247) | (6,247) | – | (4,295) | (4,295) | | **Gross return** | | **2,194** | **(6,247)** | **(4,053)** | **2,720** | **(4,295)** | **(1,575)** | | Portfolio management fee | 3 | (1,801) | – | (1,801) | (1,718) | – | (1,718) | | Other expenses | 4 | (854) | – | (854) | (785) | – | (785) | | **Total expenses** | | **(2,655)** | **–** | **(2,655)** | **(2,503)** | **–** | **(2,503)** | | **Net return before taxation** | | **(461)** | **(6,247)** | **(6,708)** | **217** | **(4,295)** | **(4,078)** | | Taxation | 5 | (11) | – | (11) | (12) | – | (12) | | **Net return for the period** | | **(472)** | **(6,247)** | **(6,719)** | **205** | **(4,295)** | **(4,090)** | | **Basic and diluted return per share (pence)** | 6 | **(0.4)** | **(5.3)** | **(5.7)** | **0.2** | **(4.1)** | **(3.9)** | The total column of this statement is the Income Statement of the Company prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the United Kingdom. The supplementary revenue and capital columns are presented in accordance with the Statement of Recommended Practice issued by the AIC ("AIC SORP"). All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. There is no other comprehensive income, and therefore the net return for the period is also the total comprehensive income. The accompanying notes are an integral part of these financial statements. Overview Strategic Report Governance Independent Auditor's Report Financial Statements Additional Information and Notice of AGM ODYSSEAN INVESTMENT TRUST PLC 71 ## Statement of Changes in Equity for the year ended 31 March 2024 | | | | Share | | Special | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | premium | | distributable | | Capital | Revenue | | | | | capital | account | | | reserve | reserve | | reserve | Total | | Notes | £’000 | | £’000 | | £’000 | £’000 | | £’000 | £’000 | Year ended 31 March 2024 Opening balance as at 1 April 2023 1,129 40,556 85,475 53,968 77 181,205 Net return for the year – – – (6,247) (472) (6,719) Net proceeds from share issuance 10 85 12,986 – – – 13,071 As at 31 March 2024 1,214 53,542 85,475 47,721 (395) 187,557 | | | | Share | | Special | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | premium | | distributable | | Capital | Revenue | | | | | capital | account | | | reserve | reserve | | reserve | To t a l | | Notes | £’000 | | £’000 | | £’000 | £’000 | | £’000 | £’000 | Year ended 31 March 2023 Opening balance as at 1 April 2022 962 13,244 85,475 58,263 (128) 157,816 Net return for the year – – – (4,295) 205 (4,090) Net proceeds from share issuance 10 167 27,312 – – – 27,479 As at 31 March 2023 1,129 40,556 85,475 53,968 77 181,205 The accompanying notes are an integral part of these financial statements. 72 ODYSSEAN INVESTMENT TRUST PLC ## Statement of Financial Position as at 31 March 2024 | | 31 March | | 31 March | | | --- | --- | --- | --- | --- | | | | 2024 | | 2023 | | Notes | | £’000 | | £’000 | Non current assets Overview Investments at fair value through profit or loss 7 182,296 180,394 Current assets Trade and other receivables 8 1,937 1,146 Cash 4,935 1,370 6,872 2,516 Total assets 189,168 182,910 Strategic Report Current liabilities Trade and other payables 9 (1,611) (1,705) Total liabilities (1,611) (1,705) Governance Total assets less current liabilities 187,557 181,205 Net assets 187,557 181,205 Represented by: Share capital 10 1,214 1,129 Report Share premium account 53,542 40,556 Independent Auditor’s Special distributable reserve 10 85,475 85,475 Capital reserve 47,721 53,968 Revenue reserve (395) 77 Total equity attributable to equity holders of the Company 187,557 181,205 Basic and diluted NAV per ordinary share (pence) 11 154.4 160.4 Financial Statements The accompanying notes are an integral part of these financial statements. These statements were approved and authorised for issue by the Board on 11June 2024 and signed on its behalf by: Linda Wilding Chairman Company Registered Number: 11121934 and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 73 ## Cash Flow Statement for the year ended 31 March 2024 | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | 31 March 2024 | | | 31 March 2023 | | | | | | £’000 | | | £’000 | Reconciliation of net return before taxation to net cash outflow from operating activities Net return before taxation (6,708) (4,078) Losses on investments held at fair value through profit and loss 6,247 4,295 Decrease/(increase) in receivables 267 (282) Increase/(decrease) in payables 32 (2,337) Taxation paid (11) (12) Net cash outflow from operating activities (173) (2,414) Investing activities Purchases of investments (49,680) (107,939) Sales of investments 40,346 79,067 Net cash outflow from investing activities (9,334) (28,872) Financing activities Net proceeds from share issuance 13,071 27,479 Net cash inflow from financing activities 13,071 27,479 Increase/(decrease) in cash 3,564 (3,807) Cash at the beginning of the year 1,370 5,197 Exchange rate movements 1 (20) Increase/(decrease) in cash 3,564 (3,807) Cash at end of the year 4,935 1,370 The accompanying notes are an integral part of these financial statements. 74 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements for the year ended 31 March 2024 1. Material Accounting Policies Odyssean Investment Trust PLC is a listed public company incorporated and registered in England and Wales.The registered office of the Company is 25 Southampton Buildings, London WC2A 1AL. The principal activity of the Company is that of an investment trust company within the meaning of sections 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report. Overview a) Basis of preparation The financial statements of the Company have been prepared in accordance with IFRS as adopted by the United Kingdom which comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”), and as applied in accordance with the provisions of the Companies Act 2006. The annual financial statements have also been prepared in accordance with the AIC SORP for the financial statements of investment trust companies and venture capital trusts, except to any extent where it is not consistent with the requirements of IFRS. In order to better reflect the activities of an investment trust company and in accordance with guidance Strategic Report issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been prepared alongside the Statement of Comprehensive Income. The functional currency of the Company is Sterling because this is the currency of the primary economic environment in which the Company operates. The financial statements are also presented in Sterling rounded to the nearest thousand, except where otherwise indicated. Governance b) Going concern The financial statements have been prepared on a going concern basis that approval as an investment trust company will continue to be met. The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has the resources to continue in business for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved. In making the assessment, the Directors have considered the likely impacts of the ongoing and potential further risks arising from the Report conflicts in Ukraine and the Middle East on the Company, operations and the investment portfolio. Independent Auditor’s The Directors noted the net cash balance exceeds any short-term liabilities, the Company has no debt and the Company holds a portfolio of investments listed on the London Stock Exchange. The Company is a closed end fund, where assets are not required to be liquidated to meet redemptions. Whilst the economic future is uncertain, and the Directors believe it is possible the Company could experience further reductions in income and/or market value this should not be to a level which would threaten the Company’s ability to continue as a going concern. The Directors, the Portfolio Manager and other service providers have put in place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material uncertainties that may cast doubt upon the Company’s ability to continue as a going concern, having taken Financial Statements into account the liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows, debt and investment commitments. Therefore, the financial statements have been prepared on a going concern basis. c) Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of the business, being investment business in accordance with its Investment Objective and Policy. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 75 ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 1. Material Accounting Policies (continued) d) Accounting developments In the current year, the Company has applied a number of amendments to IFRS, issued by the IASB. These include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes in disclosure and presentation requirements. The adoption of the changes has had no material impact on the current or prior years’ financial statements. e) Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the Statement of Financial Position, the Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. No critical accounting judgments or significant estimations were made by the Company in the preparation of its financial statements for the year ended 31 March 2024. f ) Investments The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis in accordance with the documented investment strategy and information is provided internally on that basis to the Company’s Board of Directors and other key management personnel. All investments are designated upon initial recognition as held at fair value through profit or loss, and are measured at subsequent reporting dates at fair value, which is bid price for investments traded in active markets. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of consideration received and receivable and the cumulative gain or loss that had been accumulated is recognised in profit or loss. All gains and losses are allocated to the capital return within the Statement of Comprehensive Income. Also included within this heading are transaction costs in relation to the purchase or sale of investments. When a sale or purchase is made under a contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date. Fair values for unquoted investments are established by using various valuation techniques in accordance with the International Private Equity and Venture Capital Valuation (the “IPEV”) guidelines. These may include recent arm’s length market transactions, earnings multiples and the net asset basis. The Company held no unquoted investments as at 31 March 2024 (2023: none). All investments for which a fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy levels set out in note 7. 76 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 1. Material Accounting Policies (continued) g) Income Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company’s right to receive payment is established. Dividends from overseas companies are shown gross of any withholding taxes which are disclosed separately in the Statement of Comprehensive Income. Overview Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether a dividend should be regarded as capital or revenue receipt, the Board reviews all relevant information as to the sources of the dividend on a case-by-case basis. When the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised as income. Any excess in the value of the cash dividend is recognised in the capital column. Strategic Report All other income is accounted on a time-apportioned accruals basis and is recognised in the Statement of Comprehensive Income. h) Expenses All expenses are accounted on an accruals basis and are allocated wholly to revenue with the exception of the Performance Fees and transaction costs which are allocated wholly to capital, as the fee payable by reference to the capital performance of the Company. Governance i) Share capital and reserves The share capital represents the nominal value of equity shares. The share premium account represents the accumulated premium paid for shares issued above their nominal value less issue expenses. This reserve is not distributable. The special distributable reserve was created on 8August 2018 following approval of the Court to cancel the Company’s share premium account, accumulated through initial placing and subsequent issuance of the Report Company’s ordinary shares over the period between 1 May 2018 and 27 June 2018.. This reserve may be used for the costs of share buybacks, the cancellation of shares, and distribution by way of dividends. Independent Auditor’s The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. In addition, performance fee costs are allocated to the capital reserve. The amount within the capital reserve less unrealised gains is available for distribution. The realised gains within the capital reserve amounted to £57,437,000 as at 31 March 2024 (2023: £56,516,000). The Company does not intend to make distributions out of its capital reserve. The revenue reserve represents the surplus of accumulated revenue profits being the excess of income derived from holding investments less the costs associated with running the Company. This reserve may be distributed Financial Statements by way of dividends, to the extent realised. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 77 ![img-12.jpeg](img-12.jpeg) ## Notes to the Financial Statements *(continued)* for the year ended 31 March 2024 ### 2. Income | | Year ended 31 March 2024 | | | Year ended 31 March 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Income £'000 | Capital £'000 | Total £'000 | Income £'000 | Capital £'000 | Total £'000 | | **Income from investments** | | | | | | | | UK dividends | 1,825 | – | 1,825 | 2,170 | – | 2,170 | | Overseas dividends | 200 | – | 200 | 420 | – | 420 | | | 2,025 | – | 2,025 | 2,590 | – | 2,590 | | **Other income** | | | | | | | | Bank Interest | 169 | – | 169 | 130 | – | 130 | | **Total income** | **2,194** | **–** | **2,194** | **2,720** | **–** | **2,720** | ### 3. Portfolio management fee | | Year ended 31 March 2024 | | | Year ended 31 March 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Portfolio management fee | 1,801 | – | 1,801 | 1,718 | – | 1,718 | | Performance fee | – | – | – | – | – | – | | | 1,801 | – | 1,801 | 1,718 | – | 1,718 | The Company may be liable to pay a performance fee depending on the performance of the Company over a rolling three-year period. Based on the performance of the Company to 31 March 2024, no performance fee has been accrued (2023: £nil). Further details of the Company's management fee and performance fee arrangements can be found in Business Review on pages 32 and 33. 78 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 4. Other expenses | | Year to | | Year to | | --- | --- | --- | --- | | 31 March 2024 | | 31 March 2023 | | | | £’000 | | £’000 | Frostrow Capital 404 385 Overview Directors’ fees* 135 92 Broker fees 60 60 Auditor fees** 63 52 Depositary and Custody fees 29 29 Registrar fees 19 21 Other expenses 144 146 854 785 Strategic Report * Peter Hewitt does not receive a Director fee in respect of his services to the Company, owing to his employment as a Director of Global Equities at Columbia Threadneedle. The increase in total Directors’ fees from 2023 is mainly due to the addition of two Directors to the Board during the current year. Further details can be found in the Directors’ Remuneration Report on page 60. ** Exclusive of VAT. The Company’s auditor provided no non-audit services (2023: none) during the year. 5. Taxation Year ended 31 March 2024 Year ended 31 March 2023 Revenue Capital Total Revenue Capital To t a l Governance £’000 £’000 £’000 £’000 £’000 £’000 Analysis of charge in year Current tax: Overseas withholding tax suffered 11 – 11 12 – 12 11 – 11 12 – 12 Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 79 ![img-13.jpeg](img-13.jpeg) ## Notes to the Financial Statements *(continued)* for the year ended 31 March 2024 ### 5. Taxation *(continued)* The tax charged for the period is lower than the standard rate of corporation tax in the UK of 25% (2023: 19%). The differences are explained below: | | Year ended 31 March 2024 | | | Year ended 31 March 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Net return before taxation | (461) | (6,247) | (6,708) | 217 | (4,295) | (4,078) | | Theoretical tax at UK corporation tax rate of 25% (2023: 19%) | (115) | (1,562) | (1,677) | 41 | (816) | (775) | | Effects of: | | | | | | | | UK dividends that are not taxable | (506) | – | (506) | (517) | – | (517) | | Non-taxable investment losses | – | 1,562 | 1,562 | – | 816 | 816 | | Irrecoverable overseas withholding tax | 11 | – | 11 | 12 | – | 12 | | Unrelieved excess management expenses | 621 | – | 621 | 476 | – | 476 | | | 11 | – | 11 | 12 | – | 12 | #### Factors that may affect future tax charges At 31 March 2024, the Company had no unprovided deferred tax liabilities (2023: £nil). At that date, based on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £15,244,000 (2023: £12,759,000) that are available to offset future taxable revenue. A deferred tax asset of £3,811,000 (2023: £3,190,000) has not been recognised because the Company is not expected to generate sufficient taxable income in future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses. Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an Investment Trust company. ### 6. Return per ordinary share The capital, revenue and total return per ordinary share are based on the net return for the period shown in the Statement of Comprehensive Income and the weighted average number of ordinary shares during the period of 116,957,728 (2023: 104,414,502). There are no dilutive instruments issued by the Company. 80 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 7. Investments held at fair value through profit or loss | | | As at | | As at | | | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | | | | 2024 | | 2023 | | | | | £’000 | | £’000 | | | Opening book cost 182,942 128,482 | | | | | Overview | Opening unrealised investment holding (losses)/gains (2,548) 26,866 Opening fair value 180,394 155,348 Analysis of transactions made during the year Purchases at cost 49,550 108,859 Sales proceeds received (41,404) (79,511) Gains on sales of investments 924 25,112 Strategic Report Unrealised losses on investment holding (7,168) (29,414) Closing fair value 182,296 180,394 Closing book cost 192,012 182,942 Closing unrealised investment holding losses (9,716) (2,548) Closing fair value 182,296 180,394 Governance Transaction costs 246 645 Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 81 ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 7. Investments held at fair value through profit or loss (continued) The Company is required 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 consists of the following three levels: – Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arms length basis. – Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). – Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. As at 31 March 2024 As at 31 March 2023 Total Level 1 Level 2 Level 3 To t a l Level 1 Level 2 Level 3 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Quoted at fair value 182,296 182,296 – – 180,394 174,832 5,562 – Total 182,296 182,296 – – 180,394 174,832 5,562 – During the year ended 31 March 2024, £8,685,000 of level 2 investments were transferred to level 1 (2023: £5,562,000) of level 1 investments were transferred to level 2. 8. Trade and other receivables | | As at | | As at | | --- | --- | --- | --- | | 31 March | | 31 March | | | | 2024 | | 2023 | | | £’000 | | £’000 | Due from brokers 1,807 749 Dividend income receivable 62 337 Other receivables 68 60 1,937 1,146 82 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 9. Trade and other payables | | | As at | | As at | | | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | | | | 2024 | | 2023 | | | | | £’000 | | £’000 | | | Due to brokers 975 1,101 | | | | | Overview | Portfolio management fees 463 483 Other payables 173 121 1,611 1,705 10. Share capital Year ended 31 March 2024 Year ended 31 March 2023 Number of Number of Strategic Report Shares £’000 Shares £’000 Issued and fully paid: Ordinary shares of 1p: Balance at beginning of the period 112,945,053 1,129 96,248,053 962 Shares issued during the year 8,507,000 85 16,697,000 167 Governance Balance at end of the period 121,452,053 1,214 112,945,053 1,129 The Company currently has no shares in treasury. During the year, the Company issued 8,507,000 new ordinary shares (2023: 16,697,000). 11. Net asset value per ordinary share The basic net asset value per ordinary share is based on net assets of £187,557,000 (2023: £181,205,000) and the Report number of ordinary shares in issue of 121,452,053 (2023: 112,945,053). Independent Auditor’s There are no dilutive instruments issued by the Company. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 83 ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 12. Financial Instruments The Company’s financial instruments include its investment portfolios, cash balances, trade receivables and trade payables that arise directly from its operations. Adherence to the Company’s investment policy is key to mitigating risk. Risks The Portfolio Manager monitors the financial risks affecting the Company on an ongoing basis and the Board regularly receives financial information, which is used to identify and monitor risk. All risks are actively reviewed and managed by the Board. The risks identified arising from the Company’s financial instruments are: (i) market risk, including market price risk, interest rate risk and currency risk; (ii) liquidity risk; (iii) credit and counterparty risk (i) Market risk Market risk is the risk of loss arising from movements in observable market variables. The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The Portfolio Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Portfolio Manager on a regular basis and the Board at meetings with the Portfolio Manager. Market price risk The Company is exposed to market price risk (i.e. changes in market prices other than those arising from currency or interest rate risk) which may affect the value of investments whose future prices are uncertain. The Company’s exposure to market price risk comprises movements in the value of the Company’s investments. If the fair value of the Company’s investments at the year-end increased or decreased by 10%, then it would have had an impact on the Company’s capital return and equity of £18,230,000 (2023: £18,039,000). The Portfolio Manager manages this risk by following the investment objective and policy as set out in the prospectus. The Portfolio Manager assesses the exposure to market price risk when making each investment decision and monitors the overall level of market price risk on the whole investment portfolio on an ongoing basis. The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future. Currency risk Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of changes in foreign exchange rates. The Company held one investment in foreign currencies as at 31March2024 (2023: two). Whilst the Company’s other investments are denominated in sterling, the Company may have currency exposure through the trading activities of its investee companies. The Portfolio Manager does not hedge underlying portfolio companies. 84 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements (continued) for the year ended 31 March 2024 12. Financial instruments (continued) Foreign currency exposures Fair values of the Company’s investments denominated in foreign currencies are shown below. The Company has no other foreign currency denominated assets or liabilities. Overview | | As at | | As at | | --- | --- | --- | --- | | 31 March | | 31 March | | | | 2024 | | 2023 | | | £’000 | | £’000 | Euro 7,609 2,839 Norwegian krone – 5,563 7,609 8,402 Foreign currency sensitivity Strategic Report The table below shows the impact on the Company’s net loss after taxation for the year ended and net assets, if sterling had strengthened/weakened by 10% against the Euro and Norwegian krone. | | | As at | | As at | | | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | | | | 2024 | | 2023 | | | | | £’000 | | £’000 | | | Euro (692)/845 (258)/315 | | | | | Governance | Norwegian krone – (506)/618 (692)/845 (764)/933 Interest rate risk Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate movements may potentially affect future cash flows from the level of income receivable on cash deposits. Report The Company’s bank balances are subject to a variable rate of interest, it does not generate significant income Independent Auditor’s from interest and the Portfolio Manager does not hedge against this. The Company has no gearing and therefore there is limited downside risk from increasing interest costs on borrowings. Based on the Company’s cash balance as at 31 March 2024 of £4,935,000 (2023: £1,370,000), a 1% increase in interest rates would increase the revenue return and net assets by £49,000 (2023: £14,000) and a fall of 1% in interest rates would have the opposite effect on the Company’s revenue return and net assets.. The Portfolio Manager actively manages the cash positions of the Company. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 85 ![img-14.jpeg](img-14.jpeg) ## Notes to the Financial Statements *(continued)* for the year ended 31 March 2024 ### 12. Financial instruments *(continued)* #### (ii) Liquidity risk The Company's assets mainly comprise readily realisable securities which can be easily sold to meet funding commitments and obligations. Liquidity risk is mitigated by the fact that the Company has £4,935,000 (2023: £1,370,000) cash at bank and the assets are readily realisable. The Company is a closed-end fund and assets do not need to be liquidated to meet redemptions. The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future. The Portfolio Manager will manage the portfolio to maintain sufficient cash balances to meet its obligations or liabilities as they fall due. #### (iii) Credit risk This is the risk a counterparty of the Company will not meet their obligations to the Company. The Company does not have any significant exposure to credit risk arising from one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Company's cash flows, should a default happen. The credit standing of all counterparties is reviewed periodically and assesses the debtors to ensure they are neither past due or impaired. All the investments of the Company which are traded on a recognised exchange are held by the Company's custodian, CACEIS Investor Services Bank S.A. (London Branch). All the Company's cash is also held by CACEIS. The Portfolio Manager and the Board actively monitor the relationship with CACEIS and review its internal control report. ### 13. Related party transactions The amount incurred in respect of Portfolio Management fees during the period to 31 March 2024 was £1,801,000 (2023: 1,718,000), of which £463,000 (2023: £483,000) was outstanding at 31 March 2024. Fees paid to the Company's Directors and Directors' shareholdings, are disclosed in the Directors' Remuneration Report. At the year end, there were no outstanding fees payable to Directors (2023: £nil). ### 14. Subsequent events On 3 June 2024, the Company received a special dividend of £7.7m from Ascential PLC, one of the investments in the Company's portfolio, following the disposal of Ascential's product design and digital commerce divisions. The ex-dividend date was 20 May 2024. On 5 June the Company announced that 785,596 shares had been tendered by shareholders, representing 0.6% of the Company's issued share capital. On 7 June, the Company announced that all of these shares had been resold to institutional shareholders. As a result, the share count of the Company has remained flat. Further details can be found in the Chairman's Statement beginning on page 7. 86 ODYSSEAN INVESTMENT TRUST PLC ## Additional Information and Notice of AGM ### ADDITIONAL INFORMATION 88 Shareholder Information 89 Glossary 91 Notice of Annual General Meeting 98 Explanatory Notes to the Resolutions 101 Corporate Information ODYSSEAN INVESTMENT TRUST PLC 87 ## Shareholder Information Investing in the Company Share capital and NAV information The Company’s shares are traded openly on the London Ordinary 1p shares 121,452,053 as at 31 March 2024 Stock Exchange and can be purchased through a stock SEDOL number BFFK7H5 broker or other financial intermediary. The shares are ISIN GB00BFFK7H57 available through savings plans (including Investment Ticker OIT Dealing Accounts, ISAs, Junior ISAs and SIPPs) which facilitate both regular monthly investments and lump sum LEI 213800RWVAQJKXYHSZ74 investments in the Company’s shares. There are a number The Company’s NAV is released daily to the London Stock of investment platforms that offer these facilities. A list of Exchange and published on the Company’s website. some of them, that is neither comprehensive nor constitutes any form of recommendation, can be found below: Sources of further information AJ Bell YouInvest www.youinvest.co.uk Copies of the Company’s Annual and Interim Reports, Stock Barclays Smart Investor www.barclays.co.uk/smart-investor Exchange announcements and further information on the Bestinvest www.bestinvest.co.uk Company can be obtained from its website: www.oitplc.com. Charles Stanley Direct www.charles-stanley-direct.co.uk Halifax Share Dealing www.halifaxsharedealing- Share register enquiries online.co.uk/ The register for the ordinary shares is maintained by Equiniti Hargreaves Lansdown www.hl.co.uk Limited. In the event of queries regarding your holding, HSBC www.hsbc.co.uk/investments please contact the Registrar on 0371 384 2030. Changes iDealing www.idealing.com of name and/or address must be notified in writing to the interactive investor www.ii.co.uk Registrar, at the address shown on page 106. You can check iWeb www.iweb-sharedealing.co.uk/ your shareholding and find practical help on transferring share-dealing-home.asp shares or updating your details at www.shareview.co.uk. Risk warnings Key dates Past performance is no guarantee of future performance. Company’s year end 31 March The value of your investment and any income from it may go down as well as up and you may not get back the amount Annual results announced May/June invested. This is because the share price is determined by AGM September the changing conditions in the relevant stock markets in Company’s half-year end 30 September which the Company invests and by the supply and demand Half-yearly results announced November/December for the Company’s shares. As the shares in an investment trust are traded on a stock market, the share price will fluctuate in accordance with the supply and demand and Association of Investment Companies may not reflect the underlying net asset value of the shares; The Company is a member of the AIC, which publishes where the share price is less than the underlying value of the monthly statistical information in respect of member assets, the difference is known as the ‘discount’. For these companies. The AIC can be contacted on 020 7282 reasons investors may not get back the original amount 5555, enquiries@theaic.co.uk or visit the website: invested. Although the Company’s shares are denominated www.theaic.co.uk. in sterling, it may invest in stocks and shares which are exposed to currencies other than sterling and to the extent they do so, they may be affected by movements in exchange rates. Investors should note that tax rates and reliefs may change at any time in the future. The value of ISA tax advantages will depend on personal circumstances. The favourable tax treatments of ISAs may not be maintained. 88 ODYSSEAN INVESTMENT TRUST PLC ![img-15.jpeg](img-15.jpeg) # Glossary ## AGM Annual General Meeting ## AIC Association of Investment Companies ## Alternative Performance Measure ('APM') An APM is a numerical measure of the Company's current, historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. ## Comparator Index Total Return The Company's Comparator Index is the DNSC (formerly NSCI) (Deutsche Numis Smaller Companies Index) ex IC plus AIM Total Return Index. The benchmark is used only as a yard stick to compare investment performance. | | Year to 31 March 2024 | Year to 31 March 2023 | 1 May 2018 to 31 March 2024 | | | --- | --- | --- | --- | --- | | Closing index | 15,636 | 15,187 | 15,636 | a | | Opening index | 15,187 | 17,530 | 14,955 | b | | Index total return | 3.0% | (13.4%) | 4.6% | c=(a-b)/b | ## Cost The book cost of each investment is the total acquisition value, including transaction costs, less the value of any disposals or capitalised distributions allocated on a weighted average cost basis. ## ESG Environmental, social and governance ## Gearing Gearing refers to the ratio of the Company's debt to its equity capital. The Company may borrow money to invest in additional investments for its portfolio. If the Company's assets grow, the shareholders' assets grow proportionately more because the debt remains the same. If the Company's assets fall, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets. The Company had no borrowings during the year (2023: nil). ## IPO Initial public offering ## M&A Mergers and acquisitions ## NAV Total Return (APM) NAV total return is the closing NAV per share including any cumulative dividends paid as a percentage over the opening NAV. NAV total return is an alternative way of measuring investment management performance of investment trusts which is not affected by movements in the share price. | | Year to 31 March 2024 | Year to 31 March 2023 | Inception to 31 March 2024 | | | --- | --- | --- | --- | --- | | Closing NAV per share (p) | 154.4 | 160.4 | 154.4 | a | | Opening NAV per share (p) | 160.4 | 164.0 | 100.0 | b | | Dividend reinvested (p) | – | – | – | | | NAV total return | (3.7%) | (2.2%) | 54.4% | c=(a-b)/b | Overview Strategic Report Governance Independent Auditor's Report Financial Statements Additional Information and Notice of AGM ODYSSEAN INVESTMENT TRUST PLC 89 ## Glossary (continued) | Ongoing Charges (APM) | | | | | Share Price Total Return (APM) | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | As recommended by the AIC in its guidance, ongoing | | | | | Total return statistics enable the investor to make | | | | | | charges are the Company’s annualised expenses (excluding | | | | | performance comparisons between investment trusts with | | | | | | finance costs and certain non-recurring items) expressed | | | | | different dividend policies. The combined effect of any | | | | | | as a percentage of the average monthly net assets of the | | | | | dividends paid, together with the rise or fall in the share | | | | | | Company during the year as disclosed to the London | | | | | price. This is calculated by the movement in the share price | | | | | | Stock Exchange. Performance fees are excluded from | | | | | plus dividend income reinvested by the Company at the | | | | | | thecalculation. | | | | | prevailing share price. | | | | | | | 31 March | | 31 March | | | | | | | | | | | | | | 31 March | | 31 March | | | | | 2024 | | 2023 | | | | | | | | | | | | Share Price Total Return | | 2024 | | 2023 | Ongoing charges per Note 3 Closing share price (p) 155.5 164.0 a and 4 2,655,000 2,503,000 a Opening share price (p) 164.0 166.0 b Average net asset value 179,954,000 172,320,000 b Dividend reinvested (p) – – Ongoing charges figure 1.48% 1.45% c=a/b Share price total return (5.2%) (1.2%) c=(a-b)/b P/E Price earnings ratio UCITS Undertakings for the Collective Investment in Transferable R&D Securities Research and development Volatility TMT The term volatility describes how much and how quickly Technology, media and telecom the share price or net asset value has tended to change in the past. Those investments with the greatest movement in their share prices are known as having high volatility, Share price premium/discount to NAV per share whereas those with a narrow range of change are known as (APM) having low volatility. A description of the difference between the share price and the net asset value per share. The size of the premium/ discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the net asset value per share the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount. Premium/(Discount) 31 March 31 March Calculation 2024 2023 Closing NAV per share (p) 154.4 160.4 a Closing share price (p) 155.5 164.0 b Premium 0.7% 2.2% c=(b-a)/a The premium/discount is calculated in accordance with guidelines issued by the AIC. 90 ODYSSEAN INVESTMENT TRUST PLC ## Notice of Annual General Meeting This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares in Odyssean Investment Trust plc, please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through Overview whom the sale or transfer was effected for transmission to the purchaser or transferee. NOTICE IS HEREBY GIVEN that the sixth ANNUAL GENERAL MEETING of Odyssean Investment Trust plc will be held at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD at 12 noon on Wednesday, 4September 2024 to consider and vote on the resolutions below: Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions and resolutions 13 to 16 (inclusive) will be proposed as special resolutions. 1. To receive and, if thought fit, to accept the Strategic Report, Directors’ Report, Auditors Report and the audited Strategic Report Financial Statements for the year ended 31 March 2024. 2. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2024. 3. To elect Ms Linda Wilding as a Director of the Company. 4. To re-elect Miss Arabella Cecil as a Director of the Company. Governance 5. To re-elect Mr Peter Hewitt as a Director of the Company. 6. To re-elect Mr Richard King as a Director of the Company. 7. To re-elect Mr Neil Mahapatra as a Director of the Company. 8. To approve the Company’s dividend policy, as set out on page 25 of the Annual Report for the year ended 31March2024. Report 9. To re-appoint KPMG LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the Independent Auditor’s conclusion of the next general meeting at which financial statements are laid before the Company. 10. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company. 11. THAT, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot ordinary shares up to 12,352,705 (representing approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following the passing of this resolution, such authority to expire at conclusion of the Company’s AGM to be held in 2025, or 15 months from the date of passing this Financial Statements resolution, whichever is the earlier, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require ordinary shares to be allotted in pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot ordinary shares but without prejudice to any allotment of ordinary shares or grant of rights made, offered or agreed to be made pursuant to such authorities. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 91 ![img-16.jpeg](img-16.jpeg) ## Notice of Annual General Meeting *(continued)* 12. THAT, subject to the passing of Resolution 11, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot ordinary shares up to a further 12,352,705 (representing approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following the passing of this resolution, such authority to expire at conclusion of the Company’s AGM to be held in 2025, or 15 months from the date of passing this resolution, whichever is the earlier, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require ordinary shares to be allotted in pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot ordinary shares but without prejudice to the authority granted to the Directors pursuant to Resolution 11, or any allotment of ordinary shares or grant of rights made, offered or agreed to be made pursuant to such authorities. 13. THAT, subject to the passing of Resolution 11, the Directors be generally empowered (pursuant to sections 570 and 573 of the Companies Act 2006 (the “Act”)) to allot ordinary shares and to sell ordinary shares from treasury for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the issue of up to 12,352,705 shares (representing approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following the passing of this resolution. This power will expire at the conclusion of the Company’s AGM to be held in 2025 unless previously revoked, varied or renewed by the Company in general meeting save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell from treasury ordinary shares in pursuance of such an offer or agreement as if such power had not expired. 14. THAT, subject to the passing of Resolution 12, the Directors be generally empowered (pursuant to sections 570 and 573 of the Companies Act 2006 (the “Act”)) to allot ordinary shares and to sell ordinary shares from treasury for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the issue of up to a further 12,352,705 shares (representing approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following the passing of this resolution. This power will expire at the conclusion of the Company’s AGM to be held in 2025 unless previously revoked, varied or renewed by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell from treasury ordinary shares in pursuance of such an offer or agreement as if such power had not expired. This resolution is in addition to the authority granted pursuant to, but without prejudice to that granted to, the Directors in Resolution 13 above. 15. THAT, the Company be authorised in accordance with section 701 of the Companies Act 2006 (the “Act”) to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares provided that the maximum number of ordinary shares authorised to be purchased will be up to 14.99% of the ordinary shares in issue (excluding treasury shares) immediately following the passing of this resolution. The minimum price which may be paid for an ordinary share is £0.01. The maximum price which may be paid for an ordinary share must not be more than the higher of: (i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the purchase is made; or (ii) the higher of the price of the last independent trade and the highest current independent bid for the ordinary shares on the trading venue where the purchase is carried out. 92 ODYSSEAN INVESTMENT TRUST PLC ## Notice of Annual General Meeting (continued) Such authority will expire at the AGM of the Company to be held in 2025, or 15 months from the date of passing this resolution, whichever is the earlier, save that the Company may contract to purchase ordinary shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase ordinary shares in pursuance of such contract. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to make market purchases of ordinary shares. Overview 16. THAT, a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice. All shareholders are strongly advised to exercise their votes in advance of the meeting by proxy, by following the voting instructions overleaf. By order of the Board Strategic Report Frostrow Capital LLP Company Secretary 11 June 2024 Registered Office: 25 Southampton Buildings, London WC2A 1AL Governance Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 93 ## Notice of Annual General Meeting (continued) Notes 1. Holders of ordinary shares are entitled to attend, speak and vote at the AGM. A member entitled to attend, speak and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed, they must not be appointed in respect of the same shares. To be effective, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company’s Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 12.00 noon on Monday, 2 September2024. If you return more than one proxy appointment, either by paper or electronic communication, that received last by Equiniti before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged. The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/ she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Company in writing. Amended instructions must be received by the Company’s Registrar by the deadline for receipt of proxies. To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each appointment, stating clearly on each proxy form the number of shares in relation to which the proxy is appointed. Afailure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. If you require additional proxy forms, please contact the Registrar’s helpline on +44 (0) 371 384 2030. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All proxy forms must be signed and should be returned together in the same envelope if possible. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holders (the first named being the most senior). 2. Only those ordinary shareholders registered in the register of members of the Company as at 6.30 pm on Monday, 2September 2024 (the “specified time”) shall be entitled to attend or vote at the aforesaid AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after 6.30 pm on Monday, 2 September 2024 shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If, however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s register of members at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company gives notice of the adjourned meeting, at the time specified in that notice. 3. Shareholders who hold their shares electronically may submit their votes through CREST. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com. 94 ODYSSEAN INVESTMENT TRUST PLC ## Notice of Annual General Meeting (continued) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment thereof by following the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Overview In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received by them Company’s agent (ID RA19) by the latest time for receipt of proxy appointments specified in note 1 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’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 Strategic Report applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. 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(s), 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. Governance In this connection, CREST members and, where applicable, their CREST sponsors or voting service 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. 4. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder Report by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for Independent Auditor’s the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in note 1 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company. 5. Shareholders (and any proxies or representatives they appoint) agree, by attending the meeting, that they are expressly requesting and that they are willing to receive any communications (including communications relating to the Company’s securities) made at the meeting. Financial Statements 6. As at 10 June 2024 (being the latest practicable date prior to the publication of this notice), the Company’s issued share capital amounted to 123,527,053ordinary shares carrying one vote each. Therefore, the total voting rights of the Company as at the date of this notice of meeting were 123,527,053. 7. Any corporation which is a member may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment. Corporate shareholders may also appoint one or more and Notice of AGM proxies in accordance with note 1. Additional Information ODYSSEAN INVESTMENT TRUST PLC 95 ![img-17.jpeg](img-17.jpeg) ## Notice of Annual General Meeting *(continued)* 8. Any question relevant to the business of the AGM may normally be asked at the meeting by anyone permitted to speak at the meeting. You can also submit your question in advance by letter addressed to the Secretary at the registered office of the Company or by email to info@frostrow.com. The Company must answer any question asked by a member relating to the business being dealt with at the meeting unless: - answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; - the answer has already been given on a website in the form of an answer to a question; or - it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 9. Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's financial statements (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. 10. Members satisfying the thresholds in section 338 of the Companies Act 2006 may require the Company to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM. 11. Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person, or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM. 12. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the chairman of the meeting as his/her proxy is to ensure that both he/she and his/her proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules. 13. Copies of the letters of appointment of the Directors of the Company will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the conclusion of the AGM and on the date of the AGM at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD from 11.45 a.m. until the conclusion of the meeting. 96 ODYSSEAN INVESTMENT TRUST PLC ## Notice of Annual General Meeting (continued) 14. This notice, the information required by section 311A of the Companies Act 2006 and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this notice, will be available on the Company’s website at www.oitplc.com. 15. Members may not use any electronic address provided either in the Notice of Meeting or any related documents (including the form of proxy) to communicate with the Company for any purpose other than those expressly stated. Overview Strategic Report Governance Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 97 ## Explanatory Notes to the Resolutions Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as specialresolutions. Resolution 1 – To receive the Annual Report and Financial Statements The Annual Report and Financial Statements for the year ended 31 March 2024 will be presented to the AGM and shareholders will be given an opportunity at the meeting to ask questions. The Annual Report and Financial Statements can be found on the Company’s website at www.oitplc.com under Corporate Information. Resolution 2 – To receive and approve the Directors’ Remuneration Report The Directors’ Remuneration Report is set out in full on pages 59 to 62 of the Annual Report. Resolutions 3 to 7 – Election/Re-election of Directors Resolutions 3 to 7 deal with the re-election and election of each Director. Biographies of each of the Directors can be found on pages44 and 45 of the Annual Report. The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform effectively. Resolution 8 – Approval of the Company’s Dividend Policy Resolution 8 seeks shareholder approval of the Company’s dividend policy, which is set out on page 25 of the Annual Report. Resolutions 9 and 10 – Re-appointment of Auditor Resolution 9 relates to the re-appointment of KPMG LLP as the Company’s independent auditor to hold office until the next Annual General Meeting of the Company and Resolution 10 authorises the Audit Committee to set their remuneration. Following the implementation of the Competition and Markets Authority order on Statutory Audit Services only the Audit Committee may negotiate and agree the terms of the auditor's service agreement. Resolutions 11 and 12 – Authority to Allot Ordinary Shares Resolutions 11 and 12, ordinary resolutions as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot shares in accordance with statutory pre-emption rights. These resolutions will authorise the Board to allot: – ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an aggregate nominal value of £123,527, representing approximately 10% of the Company’s issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed (Resolution 11); and – further ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an additional aggregate nominal value of £123,527, representing approximately 10% of the Company’s issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed (Resolution 12). 98 ODYSSEAN INVESTMENT TRUST PLC ![img-18.jpeg](img-18.jpeg) ## Explanatory Notes to the Resolutions *(continued)* If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the Company's issued share capital. The Board believes that passing of Resolutions 11 and 12 is in the shareholders' interests as the authority is intended to be used for funding investment opportunities sourced by the Portfolio Manager, thereby mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new ordinary shares at a price above the prevailing NAV per ordinary share. If only Resolution 11 is passed and Resolution 12 is not passed, shareholders will only be granting Directors the authority to allot up to 10% of the existing issued ordinary share capital of the Company. These authorities, if given, will lapse at the conclusion of the 2025 AGM of the Company. The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company's shareholders to do so. In the event that Resolution 11 is not passed, Resolution 12 will not be proposed at the AGM. ### Resolutions 13 and 14 – Disapplication of Pre-emption Rights Resolution 13, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the issue of shares under Resolution 11, for cash or the sale of shares out of treasury up to an aggregate nominal amount of £123,527, being approximately 10% of the Company's issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately upon the passing of this resolution. Resolution 14, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the further issue of shares under Resolution 12, for cash or the sale of shares out of treasury up to an aggregate nominal amount of £123,527, being approximately 10% of the Company's issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately upon the passing of this resolution. In respect of Resolutions 13 and 14, shares would only be issued at a price above the prevailing NAV per share. The Directors will only issue shares on a non-pre-emptive basis if they believe it would be in the best interests of the Company's shareholders. If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the Company's issued share capital on a non-pre-emptive basis. Although this percentage authority is higher than the authority typically sought by investment companies, the Board believes that in order to have the maximum flexibility to raise finance to enable the Company to take advantage of suitable opportunities, the passing of Resolutions 13 and 14 is in the shareholders' interests. These authorities, if given, will lapse at the 2025 AGM of the Company. ### Resolution 15 – Purchase of Own Shares Resolution 15, a special resolution, will renew the Company's authority to make market purchases of shares (being 14.99% of the issued share capital immediately following the passing of this resolution), either for cancellation or placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an ordinary share must not be more than the higher of (i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid for the ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per ordinary share. Overview Strategic Report Governance Independent Auditor's Report Financial Statements Additional Information and Notice of AGM ODYSSEAN INVESTMENT TRUST PLC 99 ## Explanatory Notes to the Resolutions (continued) The Directors would only use this authority in order to address any significant imbalance between the supply and demand for the ordinary shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be repurchased only at prices below the NAV per ordinary share, which should have the effect of increasing the NAV per ordinary share for remaining shareholders. This authority, if approved by shareholders, will expire at the AGM to be held in 2025, when a resolution for its renewal will be proposed. Resolution 16 – Notice Period for General Meetings In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice unless the Company: (i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by passing a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders to vote by electronic means. The Company would like to preserve its ability to call general meetings (other than an annual general meeting) on less than 21 clear days’ notice. The shorter notice period proposed by resolution 16, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2025, when it is intended that a similar resolution will be proposed. Directors’ Recommendation The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings. 100 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Information | Directors | Portfolio Manager | | --- | --- | | Linda Wilding (Chairman) | Odyssean Capital LLP | | Arabella Cecil – Senior Independent Director and | 6 Stratton Street | | Chairman of the Nominations Committee | Mayfair | | Peter Hewitt – Chairman of the Management | London W1J 8LD | | Engagement Committee | Tel: 020 7640 3280 | Overview | Richard King – Chairman of the Audit Committee | Email: info@odysseancapital.com | | --- | --- | | Neil Mahapatra | website: www.odysseancapital.com | | Company Secretary and Registered Office | Broker | | Frostrow Capital LLP | Winterflood Securities Limited | | 25 Southampton Buildings | Riverbank House | | London WC2A 1AL | 2 Swan Lane | | Tel: 0203 008 4910 | London EC4R 3GA | Email: info@frostrow.com | website: www.frostrow.com | | Strategic Report | | --- | --- | --- | | Auditor | Solicitor | | | KPMG LLP | Gowling WLG (UK) LLP | | | 15 Canada Square | 4 More London Riverside | | | Canary Wharf | London SE1 2AU | | London E14 5GL Registrar Custodian* Governance | Equiniti Limited | CACEIS Investor Services Bank S.A. (London Branch) | | --- | --- | | Aspect House | Broadwalk House | | Spencer Road | 5 Appold Street | | Lancing | London EC2A 2DA | West Sussex BN99 6DA * See page 33 for further information. Shareholder Helpline: +44 (0) 371 384 2030* Broker Helpline: +44 (0) 371 384 2779* Corporate website website: www.equiniti.com Report www.oitplc.com * Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Independent Auditor’s Notifications of changes of address and enquiries regarding share certificates or dividend cheques should be made in writing to the Registrars quoting your shareholder reference number. Registered shareholders can obtain further details of their holdings on the internet by visiting www.shareview.co.uk Shareholder warning Financial Statements Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These calls typically come from fraudsters operating in ‘boiler rooms’ offering investors shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. While high profits are promised, those who buy or sell shares in this way usually lose their money. These fraudsters can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports. It is very unlikely that either the Company or the Company’s Registrar would make unsolicited telephone calls to shareholders and any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment ‘advice’. and Notice of AGM Additional Information If you have been contacted by an unauthorised firm regarding your shares, you can report this using the FCA helpline on 0800 111 6768 or by using the share fraud reporting form at www.fca.org.uk/consumers/scams. ODYSSEAN INVESTMENT TRUST PLC 101 Avoid investment fraud Report a Scam ## Be ScamSmart | | 1 Reject cold calls | If you suspect that you have been | | --- | --- | --- | | | If you’ve received unsolicited contact about | approached by fraudsters please tell the | | | an investment opportunity, chances are | FCA using the reporting form at | | Investment scams are | it’s a high risk investment or a scam. You | www.fca.org.uk/consumers/report- | | | should treat the call with extreme caution. | scam-unauthorised-firm. You can also call | designed to look like The safest thing to do is to hang up. the FCA Consumer Helpline on genuine investments 0800 111 6768 2 Check the FCA Warning List The FCA Warning List is a list of firms and Spot the warning signs If you have lost money to investment fraud, individuals we know are operating without you should report it to Action Fraud on Have you been: our authorisation. 0300 123 2040 or online at | • contacted out of the blue | 3 Get impartial advice | www.actionfraud.police.uk | | --- | --- | --- | | • promised tempting returns | Think about getting impartial financial | | | and told the investment is safe | advice before you hand over any money. | | Find out more at • called repeatedly, or Seek advice from someone unconnected to www.fca.org.uk/scamsmart • told the offer is only available the firm that has approached you. for a limited time? If so, you might have been contacted by fraudsters. Remember: if it sounds too good to be true, it probably is! This report is printed on Revive 100% White Silk, a totally recycled paper A member of the Association of produced using 100% recycled waste at a mill that has been awarded the Investment Companies ISO 14001 certificate for environmental management. The pulp is bleached using a totally chlorine free (TCF) process. This report has been produced using vegetable based inks. Odyssean Investment Trust plc 25 Southampton Buildings, London WC2A 1AL www.oitplc.com Perivan 268143 Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2024 Company Registered Number: 11121934 www.oitplc.com INVESTMENT TRUST PLC