Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2025 ## INVESTMENT TRUST PLC ### Annual Report and Financial Statements for the year ended 31 March 2025 Company Registered Number: 11121934 www.oitplc.com INVESTMENT TRUST PLC ## About Us Shareholder warning 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 Odyssean Investment Trust PLC (the “Company” or “OIT”) is an investment trust whose 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. ### ordinary shares are admitted to the closed-ended investment funds category of the Official Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free ### List of the Financial Conduct Authority (“FCA”) and traded on the main market of the company reports. London Stock Exchange (“LSE”). The Company had total net assets of £183.5m or 137.9p 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 ### per share as at 31 March 2025. respect of investment ‘advice’. If you have been contacted by an unauthorised firm regarding your shares, you can report this using the FCA helpline on The Board of the Company comprises five non-executive Directors, all of whom are independent of the portfolio 0800 111 6768 or by using the share fraud reporting form at www.fca.org.uk/consumers/scams. manager, Odyssean Capital LLP (“Odyssean Capital” or the “Portfolio Manager”). For further details please see pages 44and 45. 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 46-48 James Street, London W1U 1EZ www.oitplc.com Perivan.com 270513 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 Results for the period As at 31 March 2025 As at 31 March 2024 Change Shareholders’ funds £183.5m £187.6m (2.2)% NAV per share 137.9p 154.4p (10.7)% Share price per share 134.5p 155.5p (13.5)% Overview # | Share price (discount)/premium to NAV per share | | | (2.5)% 0.7% | | | | --- | --- | --- | --- | --- | --- | | | | Year ended | | | Year ended | | | 31 March 2025 | | | 31 March 2024 | | Income per ordinary share revenue (loss)* (0.4)p (0.4)p Capital return per ordinary share* (17.8)p (5.3)p Strategic Report Total return per ordinary share* (18.2)p (5.7)p # NAV total return per ordinary share (10.7)% (3.7)% # | DNSC ex IT plus AIM Total Return Index | * (0.4)% 3.0% | | | | | | --- | --- | --- | --- | --- | --- | | | | | Year ended | | Year ended | | Cost of running the Company | | 31 March 2025 | | 31 March 2024 | | Governance # Annualised ongoing charges 1.47% 1.48% # 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 the period under review, the concentration of the portfolio and the allocation towards more cyclical industrial I am pleased to present the Annual Report and Financial companies has worked against short term performance. statements for Odyssean Investment Trust PLC (“OIT” or This has been irrespective of the fundamental and long the “Company”) covering the period from 1 April 2024 to term value offered by these investments. Uncertainties 31 March 2025. from the imposition of tariffs, with the direct and indirect impact on companies, aligned with a longer than expected Performance destocking has weighed on some company valuations. Over the period, the net asset value per share (‘NAV Where good progress has been made in multi-year Strategic Report per share’) of your company fell by 10.7 % in another performance improvement plans, this has often not been volatile period, whereas the broader market delivered a rewarded by the market. slightly negative return. It was very much a period of two The Portfolio Manager stepped up its corporate engagement distinct halves, with a strong performance to September with portfolio companies as the year progressed. Although transforming to a more difficult performance in the six the impact of this engagement has yet to be reflected in months to March. share prices, the Board is hopeful that the efforts will bear Despite the clear absolute and relative value of UK equities, fruit in the coming months. Governance particularly smaller quoted companies, broad investor Notwithstanding the difficult market conditions and sentiment in the asset class in which the Company invests shorter term performance, it is encouraging to see remains subdued. Liquidity has been poor which has often continued support for the Company and its differentiated exacerbated share price movements as well as hampered investment strategy. efficient price discovery. These market conditions are having a negative impact on general asset values, including those held by the Company. However, the closed ended Discount and premium management nature of the Company is the ideal vehicle to help navigate The share price has continued to broadly track in line with Report these uncertain times and cope with the decline in liquidity the NAV per share over the period, albeit with a little and increased volatility of portfolio company shares. Independent Auditor’s volatility. The Company’s shares ended the period trading at 2.5% discount to the NAV. The long term investment horizon of the strategy means that the portfolio is not driven by short term changes in The Company issued a total of 11.6m shares at a premium the macro economic environment. Moreover, the low to NAV over the period, which meant that there was no liquidity of portfolio companies means that changes in the dilution to existing shareholders. 6.5m of these were issued portfolio positioning are made over many months rather via a small placing in July, which was catalysed by a large than a few weeks or days. As a result of this, alongside the buy order from a new shareholder. Since the period end strategy being high conviction and concentrated, it’s not and up to the date of this report, a further 0.7m shares have Financial Statements unusual for the short term performance to vary materially been issued at a premium to NAV. from the broader market. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 7 ## Chairman’s Statement (continued) Dividend Outlook The Directors expect that returns for shareholders will be Although the uncertainties driven by the tariff driven primarily by capital growth of the shares rather than announcements have created market volatility, at the dividend income. time of writing, it feels like markets are past the point of peak panic. It is particularly pleasing that the Company’s discount has remained extremely narrow on all but the Growth of the company most volatile of days in early April 2025. This is testament Given the recent market turmoil, the Company’s NAV to the work the Portfolio Manager and Cadarn Capital has has dipped below £200m. However, the Board and the done to diversify the shareholder base and communicate Portfolio Manager believe that there is substantial pent-up effectively with existing and potential shareholders. value in the portfolio which should lead to the Company’s NAV growing back to the £200m mark comfortably, and Whilst the first part of the new financial year has been potentially some way beyond in the medium term even challenging, many of the share price moves of portfolio without any further share issuance. The Board and the companies appear to have been driven on very low volumes, Portfolio Manager’s primary objective remains growing with the extent of price moves being amplified by low the NAV per share over the long term. liquidity. After the initial “sell everything” knee jerk reaction, the market is beginning to realise that the impact on tariffs, They are both aware that there are benefits of the Company particularly given the roll-backs announced, may not be as continuing to grow its absolute size through periodic and negative as originally anticipated. That said, uncertainty measured issuance of new shares, where this issuance is not remains and until there is clarity on the direct and indirect dilutive to existing shareholders. The benefits of continuing impacts on companies, share prices of companies with to grow include but are not limited to a) having a broader international exposure are likely to remain depressed. base to spread fixed costs over and b) greater scale and a more diversified register probably driving improved daily Notwithstanding these dynamics, sentiment towards UK liquidity in the secondary market, which helps reduce both equities appears to be improving. The strong performance the absolute discount over time but also its volatility. of the FTSE 100 has been delivered despite outflows from UK-focused open ended funds, implying buying has been The Board and the Portfolio Manager agree that the driven by international investors and global funds. It is investment strategy is not infinitely scalable. However, unusual for UK large caps to outperform small and mid both parties agree that there appears to be considerable caps, and it bodes well for future absolute and relative room for the Company to grow before returns from the performance of UK smaller companies, whose performance investment strategy risk being diminished, both through quite often lags rallies in their larger peers. further investments into existing holdings as well as initiating a small handful of additional investments. Among the Company’s portfolio, there remains a lot of value creation potential from strategic and operational initiatives. The Portfolio Manager has been working with portfolio company stakeholders intensively over the past few months to support initiatives to crystalise or highlight some of the potential upside of these initiatives. Elementis’ disposal of its challenged Talc division, alongside an announced buyback, has been well received by the investment community and is a positive catalyst for value creation. The Board shares the view of the Portfolio Manager that these initiatives will augment any recovery in the NAV driven by improved market sentiment towards smaller companies in general. 8 ODYSSEAN INVESTMENT TRUST PLC ## Chairman’s Statement (continued) Whilst some of the previous periods have seen considerable share price volatility amongst portfolio companies, the Board is supportive of the Portfolio Manager using the investment company structure to take less liquid, but strategically valuable stakes in portfolio companies – being able to take a long term investment approach which Overview managers of open ended funds are not able to do. Over the next months and years the value of these stakes is likely to become more apparent and has the potential to grow the NAV per share meaningfully. We continue to be grateful to the ongoing support and patience of shareholders during what has been a difficult period and look forward to what will hopefully be more fruitful and calmer periods in the next year or two. Strategic Report Linda Wilding Chairman 28 May 2025 Governance Report Independent Auditor’s 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 improved shareholder value. Stuart led SEC to win several undertake research on potential investee companies as well industry awards and was recognised as Fund Manager of as managing the portfolio. They draw on the experience of the Year at both the PLC and QCA awards in 2015. a four-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 5-15% 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 3 to 5-year Firstly, what we refer to as “static valuation” - does the investment horizon. We have structured the portfolio 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 revised investment restrictions We assess every potential investment against qualitative approved in January 2021, is likely to lead to periods of and quantitative quality criteria. The quality assessment NAV per share performance materially different to those is important to mitigate the risk of permanent capital of the broader market. We fully anticipate this potential destruction from investments which fail to achieve short-term performance variance and will focus on their value potential. In our experience, higher quality 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 We particularly like companies that are in some way underperforming relative to their potential, and where the current valuation does not price in the potential for improvement. Once invested, constructive corporate engagement can help to unlock value. Our mantra is to buy good businesses and sell excellent businesses. The spectrum of areas which can be improved is broad and includes operating performance, asset utilisation, overly complex business structures/organisation, strategic direction, poor M&A, investor relations, and governance and pay. ### ESG in our investment process We have historically focused on evaluating and engaging on corporate governance ("G") and financial performance as part of our investment process. In January 2021, shareholders approved a change in the investment policy of the Company to implement negative screening of certain investments, deemed unethical and/or involved in activities which were deemed unsustainable. These restrictions augment our approach to corporate engagement and provide clarity and certainty to investors and largely formalises the approach we have taken since we launched. Our partnership with the specialist ESG data provider for smaller quoted companies, announced in December 2020, has enabled us to analyse all our portfolio companies ESG performance. Many of these companies are too small to have attracted ratings from the major ESG rating agencies. This is in line with the pragmatic approach to E&S engagement given the more resource-constrained nature of smaller quoted companies. Our focus is on how boards approach sustainability, where the scope for improvement is, how progress is evaluated and how it is reported to investors. Our belief is that performing ahead of peers and market expectations on ESG should attract new shareholders, a higher rating and a lower cost of equity, all things which will drive enhanced returns and benefit the Company's shareholders. ### Progress and performance in the past year Whilst the events post the period end make the year to March 2025 seem a long time ago, it is worth reflecting on the year post. Global equities rose by c.5% in the year to March 2025. Despite the continued shunning of UK equities, and continued outflows from active UK equity funds, the UK All Cap returned more than double the return of global equities, with the largest 100 UK quoted companies returning almost 12%. Further down the market cap spectrum, there was considerable divergence between index returns. UK mid caps were very slightly positive, AIM returns were around -6.5%, full list small caps returned more than 7%. The DNSC ex IC plus AIM Total Return Index (which we used as a comparator and not a benchmark) was marginally negative. The outperformance of the very largest UK quoted companies compared with the smallest is against the long term trend, whereby mid and small sized quoted UK companies have materially outperformed larger companies. The Company's NAV per share fell by 10.7% over the period, with the significant variance to the market reflective of the underlying stock performances in the highly concentrated portfolio. It was a year of two halves, with the portfolio rising by almost 10% to the end of September, after which it experienced progressive declines in the last calendar quarter of 2024 and the first calendar quarter of 2025. Liquidity was generally poor and risk appetite low for smaller companies. As a result, any news flow which was not positive was often punished by sharp share price moves. Entering into the autumn, there was a hope and expectation that industrial companies, of which the portfolio has considerable exposure, would begin to see underlying trading conditions become more favourable after a difficult year or two. However, as 2024 progressed, whilst there was the beginning of a pick-up in the long-awaited semiconductor equipment cycle, other industrial markets failed to see an improvement in demand and destocking continued for longer than had been expected. Coming into calendar 2025, general economic sentiment did not improve as hoped. Moreover, despite his confidence, the incoming US president was unable to find a resolution to the Ukraine war within a few days of his inauguration. As a result, the hoped for rebound in earnings of cyclical companies in 2025 appears to have been pushed back yet again, other than where these companies have significant defence-related revenue streams. Moreover as calendar Q3 progressed in advance of "Liberation Day", companies began to guide more cautiously in anticipation of any tariff announcements and the potential second derivation impact on demand. 12 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) The portfolio’s higher weighting towards companies The top three negative contributors to performance were exposed to these trends led to a disproportionate impact XP Power, Stabilus and Essentra. on the Company’s NAV per share. There appeared to be little fundamental underpin to share prices, with a number XP Power has suffered from a simultaneous de-rating as trading at or below book value at the end of the period. As is well as sales and earnings downgrades. The de-stocking so often the case in conditions of great uncertainty, investor of industrial and healthcare customers continued for at Overview risk appetite evaporates and share price movements can least six months longer than expected during the year. In swing wildly on little news flow, being impacted by views addition, although the widely anticipated growth in orders of what may or may not occur in the next few weeks, rather from semiconductor equipment manufacturers from a than taking a longer term view. very low ebb began in Q4 calendar 2024, the start and pace of recovery has been slower than hoped for. Although The top three positive contributors to performance were the end demand has not been what we had hoped it would Ascential, NCC, and Blackline Safety. be, we believe that the management has managed well what is within its control, achieving significantly ahead As detailed in the Interim Results, Ascential was taken of what it had promised in late 2023 on operating cost over by Informa in the first half of the period. Strategic Report savings and releasing cash from working capital. In early March 2025 the company chose to raise a modest amount Despite share price volatility over the period, NCC’s of further equity to further strengthen the balance sheet shares returned more than 15% including dividends. The given the uncertain market outlook. Whilst this was not multi-year performance improvement plan initiated more anticipated, in retrospect this has probably proven to than two years ago seems to continue to be making good be a prudent decision. We continue to believe that the progress. The lower growth Escode division continues to shares are pricing in an extraordinarily pessimistic view deliver positive organic growth. Within the remaining of its long term earnings potential and strategic value, as cyber services businesses, the higher margin and higher Governance demonstrated by the hostile bid approach from its US peer visibility Managed Services activities continue to show Advanced Energy in May 2024 at a significant premium to strong double digit growth. However this performance the current share price. continues to be masked by challenging trading conditions in the lower visibility Technical Assurance Services Stabilus is the only portfolio company with significant activities. During the period, NCC disposed of its non- exposure to the global automotive industry, providing core cryptographic division for mid-teens EV/EBITDA gas springs and power mechatronic systems for opening multiple, which has strengthened the balance sheet tailgates/boots, bonnets and now doors, where it is the Report significantly to a point where it is in a slightly net cash clear global market leader. The power mechatronic systems position. are growing significantly above overall vehicle production Independent Auditor’s as they increase penetration across platforms. Around 50% The position in Blackline Safety was initiated in June of sales are to non-automotive markets, where automation 2024, when we invested via a placing at C$4.05 per share. of manufacturing is a key growth driver. Group sales are Blackline provides connected safety devices, both worn by well balanced across geographies and the company is well individuals as well as larger, portable units. The company invested. The company’s shares de-rated significantly over operates in an attractive global market which we believes the period due to concerns over end demand. The rating grows above GDP. The company has developed industry again implies an extremely pessimistic view of its future leading technology in its hardware devices and associated earnings potential. software based monitoring platform, and is rapidly setting Financial Statements new industry standards. As a result the business is taking Essentra is a mid-sized position in the portfolio, the considerable market share and growing at around 30% company is a leading manufacturer and supplier of plastic per annum. More than 50% of revenues are derived from and metal components for industrial end uses. The recurring software and monitoring services which have very company is typically a very early cycle business – i.e. it tends high renewal rates. We invested at a forward EV/Sales of to perform extremely well in the very early stages of volume 2x which we believe was compelling given the growth rates recovery in general manufacturing. Although there remains and the quality and differentiation of the business. From a significant self-help opportunity to improve gross margins purchase to the end of the period, the shares delivered a and structurally reduce costs, weaker than anticipated and Notice of AGM Additional Information positive return of >60% in local currency. volumes and a lack of recovery in manufacturing activity in ODYSSEAN INVESTMENT TRUST PLC 13 ## Portfolio Manager’s Report (continued) its key geographies led to a decent sized downgrade in early value with our investment in the group returning c.36% 2025. We continue to believe it is a high quality business IRR across our c.2 year investment period. model and should perform extremely well as and when the end market cycle turns. The company’s valuation again Chemring was a smaller position in the portfolio which assumes extreme pessimism about any eventual recovery. was also fully exited in the period. We first invested in Chemring in 2018 (shortly after the IPO of OIT) and actively rebalanced the position weighting on news flow Portfolio development and share price moves. With shares having performed During the period £68m was invested into stock purchases. particularly strongly through 2024, and seeing more This level of investment was predominantly funded attractive opportunities elsewhere, we fully exited after through realisations and investment income of £49m as a c.6 year investment. Across this period our holding in well as cash inflows of £19m following the issuance of new delivered a c.20% IRR against a flat market. shares. Overall net cash weighting decreased from 2.8% to 0.3% over the year and averaged 2% across the year. A more disappointing outcome came from our holding in Videndum which was also fully exited in the period. Three new investments totalling £25m were made across The group was significantly challenged by the Hollywood the period. The largest of these investments was into writer’s strike of 2023 as well as post covid de-stocking Genus, a leading provider of genetics to the porcine and in its core end markets. With these headwinds being bovine markets. Secondly, a smaller weight position was more severe and more prolonged than we anticipated, we initiated in the Canadian listed, but globally active B2B became increasingly concerned about the strength of the technology player Blackline Safety (as described above). balance sheet exiting the position at a loss, recycling capital When we invest in a business listed outside the UK we are into other names. highly selective, looking for extra comfort through backing a business model, or management team we know well. In Throughout the period we continued to take profits from the case of Blackline the group CEO has been known to us investments which performed well, recycling capital into since 2005 and a business model combing B2B electronics new ideas or other existing positions which offered a more hardware and recurring SaaS software is one we have seen attractive balance of risk/reward. Material realisations many times before. The final new position is currently a were taken from Elementis, ATG, Genus and NCC all of smaller weight, but we see scope to scale it materially as which enjoyed periods of robust share price performance we continue our diligence and if market prices remain at times during the period. attractive. Following this investment activity, industrials remains In total c.£43m was invested into existing positions. The the largest sector exposure of the portfolio, with a most material of these was a further c.£12m investment significant portion of this exposure in the B2B electronics into XP Power in part to support an equity fundraising (as sector. Whilst this has potentially been a headwind to described above). Significant further investments were also performance as the hoped for upturn in industrial markets made into Essentra and Auction Technology Group as we has been delayed, we continue to believe we have built hard- scaled these relatively newer positions to their full target to-replicate positions in a number of companies at prices weightings. More broadly, further investments were also significantly below fair value and where market recovery made into a number of positions on share price weakness and self-help offer optionality for that value to scale where our due diligence suggested market reactions were materially in the medium term. As demonstrated by the overly severe and represented an attractive risk/reward reaction post Xaar’s final results in March 2025, improving opportunities. investor sentiment can drive a significant positive share price reaction when all sellers have been exhausted. Through the period we realised £49m from disposals and dividends. Three positions were fully exited raising c.£27m. In the environment we have endured through the past year, The significant majority of proceeds from full realisations where Small Caps in particular have seen limited investor came from Ascential, where the group management team interest, we have been actively engaged with the portfolio successfully delivered on a break-up of the group, selling to encourage companies to be as proactive as possible in two divisions, making a significant return to shareholders driving their own destiny, through delivering on self-help before the remaining business was itself acquired by and where appropriate crystallising value. Informa PLC. This drove a significant uplift in shareholder 14 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) Alongside this we have continued to engage actively on the We use this to measure progress of the portfolio against more ‘day to day’ areas of corporate governance, investor ESG disclosure over time as well as an entry point for relations and ESG disclosure. We continue to engage an discussions with boards on these issues where appropriate. external consultant to conduct a review of each of our It remains pleasing to see ongoing improvements in these investments against a proprietary ESG scoring system. scores overtime. Overview 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: | | Leading independent provider of software escrow services and cyber | 14% NAV | | | --- | --- | --- | --- | | | security consulting services | Sector: TMT | | | Performance in period | | | Strategic Report | Through the year NCC continued to make progress on its transformation against a mixed market backdrop. Trading updates were broadly solid with the Cyber Security division demonstrating good gross margin progression on the back of improved utilisation, and a return to revenue growth with strong delivery in higher quality, recurring Managed Services revenue (up 40%+) offsetting ongoing softer markets for more transactional Technical Assurance Services. The group’s Escode division which provides software escrow services continued its recent track record of steady single digit growth. An update from the company late in 2024 flagged that macro-economic uncertainty was driving a lengthening of sales cycles in cyber services. Whilst new business quotations remained strong (near record levels), growth outlook Governance for 2025 was reduced due to customer decision making being delayed. Outlook Despite weakness in demand in some of its end markets, we believe NCC is making good progress on its transformation and remains significantly undervalued. The new management team have demonstrated their ability to transform the operations of the cyber consulting division. Consultant numbers have been right-sized driving improved utilisation, an offshore delivery centre has been set up supporting lower cost delivery and revenue mix is being shifted to higher quality areas. Management’s ambitions to return this division to mid-teens margin and growth is credible in improved Report end markets. The group continues to trade at a very significant discount to our view of its sum-of-the-parts value and with each division of the group likely highly attractive to a range of buyers we do not see this situation as sustainable. Independent Auditor’s Elementis is a leading producer of specialty chemicals focused on 12% NAV personal care, talc and coatings markets. Sector: Industrials Performance in period Elementis delivered a solid trading performance through the year, upgrades at the H1 results were followed by a slight beat at full year. Key trends through the year were revenue growth led by strong performance in Personal Care and Coatings divisions (new product sales and pricing power) offset by weakness in the more troubled Talc division (challenged end markets). Margins improved, supported by delivery of self-help cost actions of $18m in 2024 and a further $12m expected in 2025. Financial Statements In August the group announced a strategic review of its Talc business with disposal a likely outcome. In addition, significant shareholder engagement (which we supported) resulted in two new directors joining the board including Christopher Mills of our business partner Harwood Capital with a clear mandate to improve shareholder value. Outlook Elementis has traded solidly through the year but we still see significant value from here. In our view its shares undervalue the profitability potential the group has from its unique owned mineral resources (notably hectorite) and discount any potential recovery in volumes. The disposal of the lower quality Talc business announced post the period end, and the associated buyback is a material positive catalyst for value creation. We believe that the remaining Elementis businesses have much and Notice of AGM Additional Information superior financial characteristics worthy of a significant re-rating. If the shares do not re-rate to fair value, with the perceived “poison pill” of the Talc division removed, the business looks extremely vulnerable to approaches from trade acquirers. ODYSSEAN INVESTMENT TRUST PLC 15 ## Portfolio Manager’s Report (continued) Leading manufacturer of power supplies and power converters 11% NAV Sector: Industrials Performance in period XP trading results in the year were broadly in-line with expectations in tough markets. Through FY24 revenues fell c.20% driven by de-stocking in industrial and medical end markets and the semiconductor market working through the bottom of the cycle. Against this backdrop the company managed costs well, maintaining gross margin and saw strong working capital management to reduce net debt. The end of the year saw some improving signs, with orders improving led by the semiconductor market but significant uncertainty on outlook for 2025 remained. This combined with a negative outcome to a US litigation along with US restrictions on semiconductor exports to China led the group to complete a £40m equity raise in March. We saw this as prudent and supported the raise. Outlook XPP shares have suffered through the period with the soft end markets persisting longer than expected and the decision to raise equity again to strengthen the balance sheet. We believe the recent equity raise now seems prudent with hindsight as it has de-risked the balance sheet leaving the group well positioned to benefit when end markets recover. Fundamentally, XP is a leader in markets that grow across the cycle, and they will recover from their current low point. We understand that new platform wins have been strong and should begin to impact sales during 2026/7, hopefully amplifying any cyclical recovery. XP shares currently trade on roughly half their average long term EV/Sales rating and have historically shown sharp re-ratings on a market recovery suggesting significant value potential. The fundamental value of XP was further demonstrated by the bid approach from US peer Advanced Energy in May 24 at a level equivalent to over twice the current share price. Leading independent designer and manufacturer of industrial inkjet 9% NAV printheads Sector: Industrials Performance in period Xaar full year results confirmed a tough year for the business, but saw positive underlying trends and strong progress on significant mid-term opportunities. Revenues fell through the year largely driven by ongoing declines in legacy ceramic printing markets where the ongoing weakness in China remains a headwind. Looking through this however, growth in newer markets was strong (up 23%) with these now accounting for the majority of group revenue. More excitingly, the group continues to make progress on significant mid-term opportunities notably in inkjet printing for EV batteries, automotive paint shops and 3D printing. In each of these, OEM (Original Equipment Manufacturers) relationships have been agreed and working machines are in the market. We see the scope for each of these to potentially be transformative for the company’s financials in the coming years. Outlook We remain excited by the medium term prospects for Xaar with our conviction in the opportunity growing through the year. As flagged above, the company has made significant progress on developing potentially material new product areas which have the opportunity to scale significantly. While the exact ramp up of these areas remains uncertain, they are increasingly tangible and close and we believe are materially undervalued at the current share price. The company has considerable IP for which there appear to be multiple exciting new potential commercial applications. 16 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) Leading global provider of genetics and related services to global 9% NAV porcine and bovine sectors Sector: Healthcare Performance in period Genus saw improving trading through the period, upgrading expectations early in 2025. The group saw improving volumes in its porcine business (up 9% in H1 FY25) and improving margins in the bovine business supported by delivery of material Overview cost out plans. Looking forward, the group noted good sign up of new porcine customers in China, flagged further cost improvement to come in its bovine business and noted ongoing progress on regulatory approval of a new disease resistant pig genetic line (‘PRP’) which has the potential to materially grow group revenues. Outlook We see many drivers to equity value growth at Genus. We believe the Porcine business should grow volume outside of China at mid-to-high single digits across the cycle and we think recent results show that the end markets are coming off cyclical lows. The bovine business has significant potential for further margin improvement as further cost out is delivered. There are further break out growth opportunities through success in gaining material share in Porcine in China or successful delivery of the new disease resistant pig. Shares today in our view reflect little of this potential, trade materially Strategic Report below our view of sum-of-the-parts value based on recent comparable transactions and we note significant private equity activity in the sector. We do not see a high quality market leader in this attractive niche trading at such a discount to fair value as a sustainable situation. Manufacturer of photonics solutions for a variety of industrial end 8% NAV markets Sector: Industrials Performance in period Gooch’s trading updates through the period showed markets remained subdued but with an improving outlook. Following Governance downgrades in mid-year on supply chain/third-party delays, Gooch subsequently delivered in-line updates showing flat revenues - with growth in life sciences and A&D end markets offsetting ongoing de-stocking in industrials. Looking forward, the group noted a strong orderbook giving good visibility into 2025 as well as material opportunities to improve margin as management deliver on their self-help improvement plan. The group also continued to be reshaped through the disposal of non-core operations and accretive bolt-on M&A. Outlook Gooch appears to be progressing well. The group’s end markets appear near a bottom, or in the case of defence have Report turned, offering an improving backdrop, and a manufacturing footprint spread across the UK and US means it is well insulated from possible tariff disruption. The management team are making progress on the key levers of their Independent Auditor’s improvement plan notably driving efficiency through manufacturing operations and reshaping of the group though M&A. We see good prospects that the group delivers strong organic growth over the medium term and delivers on its ambition to drive a 700-800bps improvement in margins. The group today trades significantly below long run ratings and at half the level at which a key UK peer was recently acquired by a large US trade player. Any normalisation of these discounts suggests significant potential upside to shares. Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 17 ## Portfolio Manager’s Report (continued) Leading global provider of a range of niche marine services to 6% NAV renewable, energy and defence sectors Sector: Services Performance in period James Fisher has seen a further year of delivery and transformation. Trading updates were delivered broadly in-line with expectations, but more important was the progress on the group’s turnaround journey. Firstly, the group has seen a de-risking of its balance sheet with non-core disposals allowing significant pay down of debt and subsequent re- financing. Leverage is now at management target levels of below 1.5x. Alongside this, the group has refreshed its senior team and begun the self-help program of cost savings through better integrating a distributed group of businesses and implementing best practices across supply chain and procurement. The group gave a positive outlook for FY25 with end markets remaining supportive and notably seeing progress in a number of key new product areas in its defence division. Outlook James Fisher has completed the first stage of its transformation. With the balance sheet fixed and the team now in place, attention shifts to the next phase where focus is on driving margins from current levels of c.5% to management targets of 10% and beyond. The team have set out a clear plan to deliver this, and we look forward to seeing progress in the coming year. Alongside the margin progression we see the group’s end markets as remaining supportive and we are particularly excited by emerging new product wins in the defence division which we believe have the potential to transform this historically more challenged part of the business. The shares today trade below book value. For a growing business with ambitions to generate 15% ROCE we view this as a material mis-valuation with significant upside. Leading provider of private hospital and primary care services in the 5% NAV UK Sector: Healthcare Performance in period Spire delivered solid performance through 2024, delivering 6% revenue growth driven by PMI and NHS patients offsetting weaker performance in self-pay. Margins expanded in the hospital business as the group outperformed on its targeted self-help cost savings, delivering £20m vs. an original £15m target for 2024. Looking forward, the group flagged that National Insurance / Minimum wage rises alongside mix and energy costs would drive a c£20m impact on FY25 performance. Management flagged that they had identified additional cost savings that would offset these by 2027. Despite this share fell sharply on the news. Outlook The impact of government changes to NI and minimum wage is a disappointing short term headwind for Spire, but looking through this, we continue to see a team driving significant progress in a market with attractive dynamics. High NHS waiting lists continue to support strong demand for private healthcare (and strong demand from the NHS for access to private providers to reduce these waiting lists), with its revenue spread between patient types Spire is well placed to benefit as this situation evolves. Despite the near term cost increases, the Spire team have shown themselves capable of delivering material efficiencies across the group and have rapidly identified savings to offset the unexpected regulatory changes. As these are delivered we see a strong earnings growth story going forward, which we expect to be complimented by continued M&A as Spire builds out its small but rapidly growing primary care offer. Shares today trade c.25% below the level of the failed bid from peer Ramsay Hospitals in 2021, despite Spire having doubled EBIT in the intervening years. We view the group as vulnerable at current levels. 18 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) Global leader in LED lighting for hazardous and industrial 5% NAV environments Sector: Industrials Performance in period Dialight’s trading performance through the year has been strong as management begin to deliver on the group’s transformation plan. FY25 results are expected to be ahead of market expectations with improvements in profitability Overview as the group began to benefit from improved cost and pricing discipline. Alongside this management re-confirmed their belief that once the transformation is complete the group should generate c.15% margins vs. c.2% today. The other key news through the year was that following the initial announcement of an unfavourable outcome to a long running US litigation, Dialight managed to agree acceptable settlement terms with its counterparty with a payment of the liability spread over the next 3 years allowing them to be covered from group cash flow. Outlook We believe Dialight is making good progress on its turnaround. The new team are progressing on rebuilding the groups production, commercial and central functions which will enable delivery on 15% margin ambitions supported by some Strategic Report revenue recovery. Whilst current tariff uncertainty may impact end market demand in the short term, we view Dialight as likely suffering limited direct impact with its operations in Mexico tariff free for shipping into the US under current proposals. We believe that once the transformation is complete the group will be highly attractive to a range of trade acquirors – the current valuation of sub 0.5x EV/sales does not reflect this potential. | | Leading provider of online marketplaces for Arts & Antiques and | 5% NAV | | | --- | --- | --- | --- | | | Industrial & Commercial products | Sector: TMT | | | Performance in period | | | Governance | Following a downgrade in outlook early in the period, ATG’s results through the rest of the year were solid showing improving performance into the second half of their FY24. The group’s end markets showed stabilisation through the year and ATG continued to deliver good progress on driving value added services (marketing, payments and shipping) which increase the take rate on every transaction ATG facilitates. The group continued to demonstrate its highly profitable and cash generative business model with EBITDA margins of 46% in FY24 and 80%+ cash conversion. Outlook While end markets for Arts & Antiques and second hand Industrial & Commercial equipment have transitioned Report through the post covid normalisation, ATG has delivered well on the factors within its control. The group has seen success of the initial roll out of its value added services which can scale revenue materially at high profit drop through, Independent Auditor’s and we continue to see significant further scope for these to scale. While end markets have been tough, we see recent stabilisation through 2024 and the start of 2025 as providing a more supportive environment for the group to see an acceleration in revenue growth going forward. With leading positions in large markets and a highly scalable business model we see ATG as a valuable platform with an exciting equity story going forward. The remaining 6 investments represent between c.1% and c.4% of NAV each. These are spread across our core focus Financial Statements 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 with international exposure and typically niche market leading positions. Whilst this has been difficult for relative Reverberations across financial markets still continue after and absolute performance in the period, we continue the tariffs announced by the USA in early April 2025. We to believe that our strategy will generate superior long quickly analysed the impacts across our portfolio companies term returns than focusing on companies with consumer and concluded that the direct risk of the proposed tariffs and domestic cyclical exposure. The choices made by the was low. In the vast majority of cases, portfolio companies incoming government in our view have not been conducive which could have been caught up by tariffs are either to supporting growth in the private sector. Overall UK insulated, due to “local for local” manufacturing, or economic growth continues to be downgraded and has they manufacture in areas where there are exemptions. decelerated. Stripping out the growth in public sector Moreover, we assessed that portfolio companies are not at a spending overall private sector growth is probably negative. competitive disadvantage on balance to their competitors. We also suspect private sector GDP per capita has declined even further. Absent fiscal and energy policy change, we The indirect impacts are less clear. Trading updates from believe that this backdrop is not conducive to investing in our portfolio companies and their peers do not indicate domestic cyclical companies exposed to the UK consumer. any change in customer behaviour yet. However, portfolio companies are mindful that this may change as the potential As well as seeking out internationally exposed companies impacts of supply chain dislocations feed through during due to their revenues and growth opportunities being the second calendar quarter. more varied, we also believe that these companies are trading at significant discounts to their international peers. In our view it is likely that the momentum of the US We believe that this means that prolonged undervaluation making deals with partners will continue, with deals having of these companies has more chance of being remedied been consummated with many countries by the autumn. through M&A than pure domestically-focused consumer Equally, we believe that peak pessimism was reached in the companies, where the suitors tend to be more limited and week after tariffs were announced. more financially rather than strategically driven. 8 out of the top 10 holdings have been quoted for more Our hope is that many of our portfolio companies benefit than 20 years. Of these 8, Elementis is a very different from sentiment improving towards small and mid cap business in nature compared with 20 years ago. Excluding quoted UK companies, and remain public companies. It Elementis, the Enterprise Value to Sales ratio of the seems to us that the distressed sales by UK focused quoted remaining 7 top 10 companies dropped to a 20 year low fund managers is past us. in early April 2025, even lower than the trough valuation during the Global Financial Crisis. This was indicative of A benefit of the market reaction to the imposition of extreme risk aversion – and notably there was very limited tariffs by the USA has been that it has led to market volume traded. commentators finally considering alternatives to investing in large US tech stocks, which have driven much of US Since then, markets appear to be climbing the preverbal and global equity returns over the past few years. Although “wall of worry”. As conditions normalise, we believe that European equities have seemed to be the first beneficiary of the industrial technology portfolio holdings will continue this, there is evidence that UK equities are attracting more to regain ground. We believe that they were inexpensively interest from international equity investors. priced coming into this year, and during early April were trading at extremely distressed pricing, very dislocated Whilst international capital appears to have been flowing from fair value. As sentiment improves towards these into UK large caps so far (with UK large caps unusually holdings, low levels of liquidity and tight shareholder bases outperforming small and mid caps), it has seemingly yet mean that there could be a sharp recovery in pricing. to percolate down into UK small and mid cap stocks. If history is any guide to the future, this will happen and The portfolio is little changed over the past year, and could catalyse some quite material moves in share prices. reflects our view that we wish to be invested in companies 20 ODYSSEAN INVESTMENT TRUST PLC ## Portfolio Manager’s Report (continued) We are acutely aware that the last year has seen the NAV not make the progress that we strive for over the long term. However, we are confident that better times lie ahead due to a combination of the following reasons: – Valuations at almost crisis levels; Overview – Investor re-assessment of UK equities; – Interest rates being cut; – Investor sentiment shifting back in favour of sectors we have exposure to; – Catalysts starting to be delivered at portfolio companies, such as the recently announced disposal of Elementis’ Talc division. Strategic Report In addition to strategic and operational catalysts starting to bear fruit at portfolio companies, a combination of lower interest rates and tariff certainty has the potential to rekindle M&A activity. We thank shareholders for their patience and are confident that the considerable value we see in the portfolio will start to be recognised by either the stock market or alternatively Governance strategic acquirers. Stuart Widdowson & Ed Wielechowski Odyssean Capital LLP 28 May 2025 Report Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 21 ## Portfolio of Investments as at 31 March 2025 | Company | Sector | Country of Listing | Cost £'000 | Valuation £'000 | % of Net Assets | | --- | --- | --- | --- | --- | --- | | NCC Group | TMT | UK | 29,277 | 26,410 | 14.3% | | Elementis | Industrials | UK | 16,325 | 21,318 | 11.6% | | XP Power | Industrials | UK | 36,158 | 20,299 | 11.1% | | Xaar | Industrials | UK | 21,396 | 16,198 | 8.8% | | Genus | Healthcare | UK | 14,958 | 15,827 | 8.6% | | Gooch and Housego | Industrials | UK | 16,301 | 14,546 | 7.9% | | James Fisher and Sons | Business Services | UK | 10,490 | 11,704 | 6.4% | | Spire Healthcare Group | Healthcare | UK | 9,009 | 8,427 | 4.6% | | Dialight | Industrials | UK | 14,926 | 8,400 | 4.6% | | Auction Technology Group | TMT | UK | 6,909 | 7,989 | 4.4% | | **Top ten equity investments** | | | **175,749** | **151,118** | **82.3%** | | Other equity investments | | | 49,749 | 31,853 | 17.4% | | **Total equity investments** | | | **225,498** | **182,971** | **99.7%** | | Cash and other net current assets | | | | 541 | 0.3% | | **Net assets** | | | | **183,512** | **100.0%** | \* Other equity investments include six investments, each represents between 1.1% and 3.9% of NAR. These are spread across our core focus sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive. 22 ODYSHAN INVESTMENT TRUST PLC ## Distribution of Investments as at 31 March 2025 Portfolio holdings Holdings by sector (% of net assets) (% of net assets) 0.3% Overview Industrials 14.3% 16.0% 17.4% TMT ■ NCC Group ■ Elementis Business ■ XP Power Services | | | ■ Xaar | | | --- | --- | --- | --- | | 4.4% | 11.6% | | | | | | ■ Genus | 46.8% | Healthcare ■ Gooch and Housego 13.2% 4.6% ■ James Fisher and Sons Cash and other ■ Spire Healthcare Group net current assets | 4.6% | | ■ Dialight | | --- | --- | --- | | | 11.1% | ■ Auction Technology Group | | | | ■ Other equity investments | 6.4% ■ Cash and other net Strategic Report current assets 8.8% 23.7% 7.9% 8.6% Governance Geographical revenue exposure Market capitalisation (% of invested capital) (% of invested capital) Report Independent Auditor’s 23.4% 20.3% 21.6% 24.7% UK Below £150m US £150m-£750m Europe Over £750m Rest of the 20.1% World Financial Statements 34.9% 0.3% 55.0% and Notice of AGM Additional Information As at 31 March 2025, the net assets of the Company were £183.5m. ODYSSEAN INVESTMENT TRUST PLC 23 ## 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 2025 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 in the closed-ended investment funds 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 2025 and Strategic Review Throughout the year ended 31 March 2025, 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, until 25 January 2025, Frostrow Capital LLP undertook all strategic and administrative activities on behalf of the Board, which retained overall responsibility. In accordance with the Fund Services Agreement signed on 1 December 2025, and following a handover period, Frostrow Capital LLP was replaced as Company Secretary and Administrator by NSM Funds (UK) Limited ("NSM") and Investor Relations Adviser by Cadam Capital Limited ("Cadam"). #### 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. 24 ODYSEAN INVESTMENT TRUST PLC ## Business Review (continued) Investment policy and associated matters, such as, inter alia, future outlook The Company’s full investment policy is set out on pages3 and strategy, gearing, asset allocation, investor relations, and 4 and contains information on the policies which the marketing, and industry issues. Company follows, including in relation to borrowings, derivatives, hedging as well as ethical and sustainability In line with its primary focus, the Board retains responsibility investment restrictions. The Company invests primarily in for all the key elements of the Company’s strategy and business Overview smaller company equities quoted on markets operated by model, including: the London Stock Exchange, where the Portfolio Manager ● Investment Objective and Policy, incorporating the believes the securities are trading below intrinsic value investment guidelines and limits, and changes to these; and where this value can be increased through strategic, operational, management and/or financial initiatives. ● whether the Portfolio Manager should be authorised to gear the portfolio up to a pre-determined limit; Any material change to the Company’s investment policy ● review of performance against the Company’s key would require the approval of shareholders by way of an performance indicators (“KPIs”); ordinary resolution at a general meeting and the approval Strategic Report of the FCA. Non-material changes to the investment ● review of the performance and continuing appointment policy may be approved by the Board. of service providers; and Portfolio analysis ● maintenance of an effective system of oversight, risk A detailed review of how the Company’s assets have management and corporate governance. been invested is contained in the Chairman’s Statement Details of the principal KPIs, along with details of the principal on pages 7 to 9 and the Portfolio Manager’s Report on risks, and how they are managed, are given on page 31. pages 10 to 21. A list of the Company’s investments is Governance contained in the Portfolio of Investments on page 22. Section 172 statement Overview Dividend Policy The Directors’ overarching duty is to act in good faith and It is the Company’s policy to pursue attractive total returns in a way that is the most likely to promote the success of the principally through growth over the long term. The Company Company as set out in Section 172 of the Companies Act will comply with the investment trust rules regarding 2006. In doing so, Directors must take into consideration distributable income, which require investment trusts to the interests of the various stakeholders of the Company, Report retain no more than 15% of their investment income each the impact the Company has on the community and the year. The Company will only pay the minimum dividend environment, take a long-term view on consequences of Independent Auditor’s required to maintain investment trust status. No dividend will the decisions they make as well as aim to maintaining a be proposed for the year ended 31 March 2025. reputation for high standards of business conduct and fair treatment between the members of the Company. The Board Fulfilling this duty naturally supports the Company in The Board of the Company comprises Linda Wilding achieving its investment objective and helps to ensure that (Chairman), Arabella Cecil, Peter Hewitt, Richard King and all decisions are made in a responsible and sustainable way. Neil Mahapatra, all of whom are independent non-executive In accordance with the requirements of the Companies Directors and served during the whole year under review and Financial Statements (Miscellaneous Reporting) Regulations 2018, the up to the date of signing the report. All Directors, other than Company explains how the Directors have discharged Arabella Cecil, who is retiring, will stand for re-election at the their duty under Section 172 below. forthcoming Annual General Meeting. Further information on the Directors can be found on pages44 and 45. To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent Board Focus and Responsibilities information when they first join the Board as well as With the day to day management of the Company receiving regular and ongoing updates and training on outsourced to service providers the Board’s primary focus at the relevant matters. Induction and access to training is and Notice of AGM each Board meeting is reviewing the investment performance provided for new Directors. They also have continued Additional Information ODYSSEAN INVESTMENT TRUST PLC 25 ## Business Review (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 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 to meet Governance 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 Investor Relations Team of Cadarn, either in person or via video conference. In accordance with the Fund Services Agreement signed on 1 December 2024, Cadarn took over from Frostrow to provide Investor Relations Services to the Company. In advance of the successful shareholder Redemption Event (see page 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, Cadarn, the Report Broker and shareholders, and the views of the shareholders are reported to the Board on a regular basis. Independent Auditor’s – 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. 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 Financial Statements 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 Cadarn. To gain a deeper understanding of the views of its shareholders and potential investors, the Portfolio Manager and Cadarn 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 and Notice of AGM suggests the presence of a healthy corporate culture. 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 2025, no performance fee has been accrued (2024: £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 12. 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 as The Company’s main functions are delegated to a number of service providers, each engaged an investment trust with under separate contracts. The Board, together with NSM as Company Secretary, maintains Overview a listing on the London regular contact with its key external providers and receives regular reporting from them, Stock Exchange, the both through the Board and committee meetings, as well as outside of the regular meeting Company relies on cycle. Their advice and views are routinely taken into account. This regular interaction a diverse range of provides an environment where issues and business developments needs can be dealt with reputable advisers for 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 successful shareholder Redemption Event, the Chairman and the Company’s Broker met Placing and Retail Offer with the Company’s principal shareholders to hear ● Responding to interest from investors and demand in their views. It was pleasing to note that all tendered the market for the Company’s shares. shares, representing a small percentage of 0.6% of the Company, had been resold to institutional shareholders. The Board intends to continue to offer this facility every seventh year as set out in the original prospectus. ● Shareholders are provided with performance updates via the Company’s website as well as the usual financial reports and monthly fact sheets. ● In light of interest from investors and demand in the market, the Board successfully completed a placing and retail offer of shares in the Company. The fundraising raised gross proceeds of £11.4 million and a total of 6.5 million new shares were issued in the Company. 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, Frostrow resigned as Administrator, Company’s other service providers through the Company Secretary and Investor Relations and annual cycle of reporting and due diligence meetings Marketing Adviser and, following a competitive and conversations with the Portfolio Manager. NSM, review, was replaced by NSM as Administrator and as Company Secretary, has regular conversations with Company Secretary and Cadarn as Investor Relations all other service providers on behalf of the Board and Adviser. No other specific action was required in the Management Engagement Committee. respect of the other service providers, as the reviews of their services have been positive and the Directors ● This engagement is completed with the aim of believe that their continued appointment is in the maintaining an effective working relationship and best interest of theCompany. oversight of the services provided. 30 ODYSSEAN INVESTMENT TRUST PLC 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 12. * Alternative Performance Measures (see Glossary beginning on page 89). ODYSSEAN INVESTMENT TRUST PLC # 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. Further details of the risks related to climate change are detailed in the Company's principal risks and uncertainties. # 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 2025 was 137.9 p, compared to 154.4p per share at the end of the previous year, a decrease of 10.7% (2024: a decrease of 3.7%). The NAV total return since the launch of the Company on 1 May 2018 to 31 March 2025 was 37.9% (to 31 March 2024: 54.4%). The total return of the DNSC ex IC plus AIM Total Return Index was -0.4% (to 31 March 2024: +3.0%) for the same period. A full description of the Company's performance for the year ended 31 March 2025 can be found in the Portfolio Manager's Report on pages 10 to 12. # Share price total return* The Company's share price at the previous year end was 155.5p and decreased to 134.5p as at 31 March 2025, resulting in a return of -13.5% (2024: -5.2%) during the year. # Share price premium/discount to NAV per share* The share price premium to NAV per share changed from 0.7% at the previous year end to a discount of 2.45% as at 31 March 2025. During the year ended 31 March 2025, the shares traded at an average premium to NAV per share of 0.62% (2024: 1.4%). # Revenue return per share In the year to 31 March 2025, the Company made a revenue return of -0.4p per share (2024: -0.4p per share). # Ongoing charges* The Company's ongoing charges figure for the year ended 31 March 2025 was 1.47% (2024: 1.48%). 31 | Overview | | --- | | Financial Data | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | | Government | ## Business Review (continued) Management Arrangements – Portfolio Manager of calculating the NAV) to shareholders during the relevant Performance Period; and (ii) exclude any accrual The Company is an internally managed investment for unpaid Performance Fee accrued in relation to the company for the purposes of the UK’s Alternative relevant Performance Period) (the “NAV Total Return per Investment Fund Managers Directive and is its own Share”) exceeds both: alternative investment fund manager. The Board is therefore responsible for the portfolio management and i) the NAV per ordinary share on the first business day risk management functions of the Company. of a Performance Period; in each case as adjusted by the aggregate amount of (i) the total return on the Pursuant to the terms of the Portfolio Management Comparator Index (expressed as a percentage); and Agreement, the Board has delegated responsibility for (ii) 1% per annum over the relevant Performance discretionary portfolio management functions to Odyssean Period (the “Target NAV per Share”); Capital LLP as Portfolio Manager, subject always to the ii) the highest previously recorded NAV per share as overall supervision and control by the Board. at the end of the relevant Performance Period in respect of which a Performance Fee was last paid (the The Company may terminate the Portfolio Management “High-Water Mark”); and Agreement by giving the Portfolio Manager not less than six months’ prior written notice. The Portfolio Manager iii) with any resulting excess amount being known as the may terminate the Portfolio Management Agreement by “Excess Amount”. giving the Company not less than six months’ prior written notice. The Portfolio Manager will be entitled to 10% of the Excess Amount multiplied by the time weighted average Management Fee number of ordinary shares in issue during the relevant The Portfolio Manager is entitled to receive an annual Performance Period to which the calculation date relates. management fee equal to the lower of: (i) 1% of the NAV The Performance Fee will accrue daily. (calculated before deduction of any accrued but unpaid management fee and any performance fee) per annum; or Payment of a Performance Fee that has been earned (ii) 1% per annum of the Company’s market capitalisation. will be deferred to the extent that the amount payable The annual management fee is calculated and accrues daily exceeds 1.75% per annum of the NAV at the end of the and is payable quarterly in arrears. relevant Performance Period (amounts deferred will be payable when, and to the extent that, following any later The Portfolio Manager is also entitled to reimbursement Performance Period(s) with respect to which a Performance for all costs and expenses properly incurred by it in the Fee is payable, it is possible to pay the deferred amounts performance of its duties under the Portfolio Management without causing that cap to be exceeded or the relevant Agreement. NAV total return per share to fall below both the relevant target NAV per share and the relevant High-Water Mark Performance Fee for such Performance Period, with any amount not paid In addition, the Portfolio Manager is entitled to a being retained and carried forward). performance fee in certain circumstances. Subject at all times to compliance with relevant regulatory The Company’s performance is measured over rolling and tax requirements, any performance fee paid or payable three-year periods ending on 31 March each year (each a shall be satisfied in cash and the Portfolio Manager shall, “Performance Period”), by comparing the NAV total return as soon as reasonably practicable following receipt of per ordinary share over a Performance Period against the such payment, use 50% of such performance fee payment total return performance of the DNSC ex IC plus AIM to make market purchases of ordinary shares (rounded Total Return Index (the “Comparator Index”). The first down to the nearest whole number of ordinary shares) Performance Period ran from IPO to 31March 2021. within four months of the date of the performance fee payment as a collective group rather than as individuals. A Performance Fee is payable if the NAV per ordinary share The collective group includes Ian Armitage, Harwood at the end of the relevant Performance Period adjusted Capital Management Limited, Stuart Widdowson and to: (i)addbackthe aggregate value of any dividends per EdWielechowski. ordinary share paid (or accounted as paid for the purposes 32 ODYSSEAN INVESTMENT TRUST PLC ## Business Review (continued) 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 2025, no performance fee has been accrued in respect of the year ended 31 March 2025 (2024: no performance fee). ### Administrator, Company Secretary, Investor Relations Adviser During the year and following the resignation by Frostrow of its services, the Company undertook a competitive review for its services for Administrator, Company Secretary and Investor Relations. In accordance with the Fund Services Agreement signed on 1 December 2024, and following a handover period, Frostrow was replaced as Company Secretary and Administrator by NSM and Investor Relations Adviser by Cadarn. 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. The 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 £300 million, to 17.5 basis points on market capitalisation in excess of £300 million, and to 15 basis points on market capitalisation in excess of £500 million. The agreement may be terminated by either party on six months' written notice. ### Custodian CACEIS Bank, UK Branch ("Caceis") has been appointed as the Company's custodian, pursuant to an original agreement between the Company and RBC Investor Services Trust ("RBC") dated 22 March 2018. Following acquisition of RBC by Caceis in 2023, migration of accounts from RBC to Caceis was completed in March 2024. Caceis is responsible for, *inter alia*, the safekeeping and custody of the Company's assets, investments and cash, processing transactions and foreign exchange services, if necessary. 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 Capital's performance, with respect to its 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 best interests of shareholders as a whole. ### Company Promotion The Company has appointed Cadarn to promote the Company's shares to professional investors in the UK, the Channel Islands and Ireland. As investment company specialists, the Cadarn team provides a continuous, proactive distribution and investor relations service that aims to promote the Company by encouraging demand for the shares. Cadarn actively engages with professional investors including discretionary wealth managers, institutions, family offices and a range of execution-only platforms. Regular engagement helps to attract new investors and retain existing shareholders, and over time results in a stable share register made up of diverse, long-term holders. Cadarn arranges and manages a continuous programme of one-to-one meetings with professional investors around Overview Current Report Governance Independent Auditors' Report Financial Statements Additional Information and Notes of AGM ODYSSEAN INVESTMENT TRUST PLC 33 ## Business Review (continued) the UK. These include regular meetings with “gate keepers”, an honest and fair manner with a zero-tolerance approach the senior points of contact responsible for their respective to bribery, tax evasion and corruption. As such, policies organisations’ research output and recommended lists. The and procedures are in place to prevent the above. The programme of regular meetings also includes autonomous Board’s expectations are that its principal service providers decision makers within large multi-office groups, as well as have similar governance policies in place. The Company small independent organisations. Some of these meetings Secretary, on behalf of the Board, will seek assurances from involve Odyssean Capital LLP, but most of the meetings service providers on a regular basis. do not, which means the Company is being actively represented both to existing and potential investors, while Environmental, Social and Governance (“ESG”) the Portfolio Manager concentrates on the portfolio. issues NSM produces many key corporate documents, monthly The Company has no employees, property or activities factsheets, annual and half-yearly reports. All Company other than investments, so its direct environmental information and invitations to investor events, including impact is minimal. In carrying out its activities and in its updates from the Portfolio Manager on portfolio and relationships with service providers, the Company aims to market developments, are regularly emailed to a growing conduct itself responsibly, ethically and fairly. database, overseen by Cadarn, consisting of professional investors. The Board is comprised entirely of non-executive Directors and the day-to-day management of the Company’s business Cadarn maintains close contact with all the relevant is delegated to the Portfolio Manager. The Portfolio investment trust broker analysts, particularly those from Manager aims to be a responsible investor and believes it Winterflood Securities Limited, the Company’s corporate is important to invest in companies that act responsibly in broker, but also others who publish and distribute respect of environmental, ethical and social issues. research on the Company to their respective professional investorclients. The Portfolio Manager is specifically looking to invest in companies which have average or above average ESG The Company further benefits from regular press coverage, characteristics or practices, but where improvement potential with articles appearing in respected publications that are exists. Being mindful of the smaller company nature of many widely read by both professional and self-directed private of the portfolio companies, the Portfolio Manager has a investors. The latter typically buy their shares via retail pragmatic engagement approach, focused on dialogue with platforms, which account for a significant proportion of portfolio companies around their performance, disclosure the Company’s share register. and general practices compared with best-in-class peers, and seeking positive changes in specific areas. The Portfolio Manager will not invest in non-ethical or unsustainable Employees, Human Rights, Social and businesses as set out on pages3 and 4. CommunityIssues The Board recognises the requirement under Companies The Directors believe that proxy voting is an important Act 2006 to detail information about human rights, part of the corporate governance process. It is the policy employees and community issues, including information of the Company to vote at all shareholder meetings of about any policies it has in relation to these matters and investee companies, and the Board has delegated voting the effectiveness of these policies. These requirements do activities to the Portfolio Manager. The Portfolio Manager not apply to the Company as it has no employees, all the follows relevant regulatory requirements with an aim to Directors are non-executive and it has outsourced all its make voting decisions which will best support growth in functions to third party service providers. The Company shareholder value and will commonly take into account has therefore not reported further in respect of these best practices regarding corporate governance, board provisions, however, it does expect its service providers and composition, remuneration and ESG issues. The Portfolio portfolio companies to respect these requirements. Manager also provides the Directors with a six-monthly update regarding the voting decisions made in respect of the investee companies. Integrity and Business Ethics The Company is committed to carrying out business in 34 ODYSSEAN INVESTMENT TRUST PLC ## Business Review (continued) Taskforce for Climate-Related Financial Disclosures (“TCFD”) The Company notes the TCFD recommendations on climate-related financial disclosures. The Company is an investment trust with no employees, internal operations or property and, as such, it is exempt from the Listing Rules Overview requirement to report against the TCFD framework. Modern Slavery Act 2015 The Company falls outside the scope of the Modern Slavery Act and is therefore not required to make a slavery and human trafficking statement. Nevertheless, it requires all of its suppliers in the scope of the Modern Slavery Act to confirm annual compliance. Strategic Report Portfolio management of the Company has been delegated to the Portfolio Manager, Odyssean Capital LLP. It is a boutique investment manager whose investment strategy focuses on four key sectors: TMT, Business Services, Healthcare and Industrials. Due to its size, it is not subject to the requirements under section 54 (Transparency in Supply Chains) of the Modern Slavery Act 2015 to prepare Governance an annual slavery and human trafficking statement. Odyssean Capital LLP has engaged a third party ESG data and research provider whose research includes considerations of human rights and provides key ESG performance data on investee companies. As part of its corporate engagement activities, the Portfolio Manager would raise any significant concerns highlighted by the ESG research provider with Report management of the investee company. The Portfolio Manager believes that the companies that are invested in the Independent Auditor’s portfolio pose a low risk of violating human rights or global labour standards. 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 NSM 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 2025, 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 2025 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 5,100,000 new shares through tap issuances. Report In light of interest from investors and demand in the market, the Board successfully completed a placing and Independent Auditor’s retail offer of shares in the Company in July 2024. The fundraising raised gross proceeds of £11.4 million and a total of 6.5 million new shares, at a price of 174 pence per share, were issued in the Company. This represented a premium of 1.0% to the cum-income NAV per share as at 16 July 2024, being the last published NAV per share prior to the close of the fundraising. Financial Statements The Board and the portfolio management team all own shares in the Company, by way of aligning their own 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. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 37 ## Risk Management (continued) Principal risks and uncertainties Key mitigation 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 realise their shares at the applicable NAV. During the year under review, a tender offer was undertaken. It was pleasing to note that all tendered shares, representing a small percentage of 0.6% of the Company, had been resold to institutional shareholders. 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 NSM, 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. This threat has increased with advances The Board will continue to monitor developments in AI in technology that has seen a greater use of Artificial carefully in conjunction with the Portfolio Manager, to Intelligence (“AI”). ensure any risk is appropriately managed and mitigated. The Board 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. Governance 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 NSM and external professional advisers to ensure that operations. the Board is aware of any likely changes in the regulatory environment and will be able to adapt as required. UK Legal Risk Report 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 Independent Auditor’s procedures, the UK AIFMD, the Listing Rules, the applicable laws and regulations including the Companies 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 2017, GDPR, tax regulations or any other applicable (“MAR”), the Disclosure Guidance and Transparency Rules regulations. (“DTRs”) and the FCA UK 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. Financial Statements The Directors attend seminars and conferences to keep up to date on regulatory changes and receive industry updates 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 Cadarn’s Investor Relations 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 market volatility from trade tariffs and ongoing and The Company has carried out a detailed assessment of potential further risks arising from the conflicts in Ukraine its emerging and principal risks. The International Risk and the Middle East. Further information is also provided Governance Council’s definition of an “emerging” risk is in the Audit Committee Report beginning on page 56. one that is new, or is a familiar risk in a new or unfamiliar context or under new context conditions (re-emerging). Overview Based on the information available to the Directors at Failure to identify emerging risks may cause reactive actions the date of this report, including the results of these stress rather than being proactive and, in a worst case scenario, tests, the conclusions drawn in the Viability Statement, could cause the Company to become unviable or otherwise the Company’s cash balances, and the liquidity of the fail or force the Company to change its structure, objective Company’s listed investments, the Directors are satisfied or strategy. that the Company has adequate financial resources to continue in operation for at least the next 12 months and The Audit Committee reviews the Company’s risk register that, accordingly, it is appropriate to continue to adopt the at its half-yearly meetings. Emerging risks are discussed in going concern basis in preparing the financial statements. detail as part of this process to try to ensure that emerging Strategic Report as well as well-known risks are identified and mitigated as far as possible. Longer-Term Viability Statement In accordance with the AIC Code of Corporate Any emerging risks and mitigations are added to the risk Governance, the Directors have carefully assessed the register, examples being conflict in the Middle East and Company’s position and prospects as well as the principal market volatility from trade tariffs, which may result risks and have formed a reasonable expectation that the in supply emergencies, distribution problems and price Company will be able to continue in operation and meet its increases and the Board and all its advisers continue to liabilities as they fall due over the next three financial years. Governance keep developments under closereview. The Board has chosen a three-year horizon in view of the long-term nature and outlook adopted by the Investment The experience and knowledge of the Directors is useful in Manager when making investment decisions. these discussions, as are update papers and advice received from the Board’s key service providers such as the Portfolio To make this assessment and in reaching this conclusion, Manager, NSM, Cadarn and the Company’s brokers. In the Audit Committee has considered the Company’s addition, the Company is a member of the AIC, which financial position and its ability to liquidate its portfolio provides regular technical updates, draws members’ and meet its liabilities as they fall due: Report attention to forthcoming industry and regulatory issues and advises on compliance obligations. Independent Auditor’s – the portfolio is principally comprised of investments listed and traded on stock exchanges. These are actively Going Concern traded and, whilst perhaps less liquid than larger quoted companies, the portfolio is well diversified; The content of the Company’s portfolio, trading activity, the Company’s cash balances and revenue forecasts, and – the portfolio is typically run with a net cash position the trends and factors likely to affect the Company’s and as a result there is ample liquidity on a day-to-day performance are reviewed and discussed at each Board basis for the Company to meet its obligations; meeting. Financial Statements – the expenses of the Company are predictable and The Company’s financial statements for the year modest in comparison with the assets and there are no ended 31 March 2025 have been prepared on a going capital commitments foreseen which would alter that concern basis. position; and In reaching this conclusion, the Board has considered a – the Company has no employees, only its non- detailed assessment of the Company’s ability to meet its executive Directors. Consequently, it does not have liabilities as they fall due, including tests which modelled redundancy or other employment related liabilities or the effects of substantial falls in markets and significant and Notice of AGM responsibilities. Additional Information reductions in market liquidity, on the Company’s NAV, ODYSSEAN INVESTMENT TRUST PLC 41 ## Risk Management (continued) ### Redemption Event As set out in the Company's Prospectus, the Board has committed to provide shareholders with an opportunity to elect to realise the value of their ordinary shares at close to NAV during the seventh year following the initial admission of the Company's shares. The first successful tender offer had taken place on 5 June 2024. The low level of participation reflected the strong absolute and relative performance delivered by the Portfolio Manager in a challenging market since launch and a recognition of the Company's unique investment approach. The Board noted that the Company's share price has frequently traded at premium to NAV per share, and demand for its shares remains strong. This is demonstrated by the issuance of 5.1 million ordinary shares in the year ended 31 March 2025, and 34 million shares since the Annual General Meeting in September 2021. ### Placing and Retail Offer In light of interest from investors and demand in the market, the Board successfully completed a placing and retail offer of shares in the Company in July 2024. The fundraising raised gross proceeds of £11.4 million and a total of 6.5 million new shares, at a price of 174 pence per share, were issued in the Company. This represented a premium of 1.0% to the cum-income NAV per share as at 16 July 2024, being the last published NAV per share prior to the close of the fundraising. The Audit Committee, as well as considering the potential 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. The ongoing and potential further risks arising from market volatility due to trade tariffs and the conflicts in Ukraine and the Middle East were also factored into the key assumptions made by assessing its impact on the Company's key risks and whether they had increased in their potential to affect the normal, favourable and stressed market conditions. ### Looking to the Future The Board concentrates its attention on the Company's investment performance and Odyssean Capital LLP's investment approach and on factors that may have an effect on this approach. The Board is regularly updated by NSM on wider investment trust industry issues and regular discussions are held concerning the Company's future development and strategy. A review of the Company's year ended 31 March 2025, its performance and the outlook for the Company can be found in the Chairman's Statement beginning on page 7 and in the Portfolio Manager's Report beginning on page 10. The Company's overall strategy remains unchanged. ### Approval This Strategic Report has been approved by the Board of Directors and signed on its behalf by: **Linda Wilding** Chairman 28 May 2025 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 2025 ![img-0.jpeg](img-0.jpeg) ### Linda Wilding *Chairman* Linda is currently a non-executive director of Sherborne Investors (Guerracy) C Limited and Wesleyan Assurance Society and has held a number of non-executive director roles previously including on the boards of Balanced Commercial Property Trust Limited, 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 as at 31 March 2025: 151,500 Standing for Re-election: Yes ![img-1.jpeg](img-1.jpeg) ### Arabella Cecil *Senior Independent Director and Chairman of the Nomination Committee* Arabella is currently CEO of eHeart AB. She began working in finance in 1987, training in Milan and Paris before joining CL-Laing in London. She spent a decade working as a filmmaker and photojournalist before returning to finance with Calroso Global Management. In 2012 she co-founded BACIT, serving as Chief Investment Officer and latterly non-executive director of BACIT plc, retaining responsibility for the fund investments after the company evolved into Syncora plc, until 2019. Arabella will not be standing for re-election and will retire from the Board at the conclusion of the AGM in September 2025. Date of appointment: 31 January 2018 Shareholding in the Company as at 31 March 2025: 213,986 Standing for Re-election: No ![img-2.jpeg](img-2.jpeg) ### Peter Hewitt *Chairman of the Management Engagement Committee* Peter has over 40 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 the F&C Managed Portfolio Trust (now called CT Global Managed Portfolio Trust plc) on the London Stock Exchange and remains the current investment manager of the company. He intends to retire later this year. Earlier this year Peter was elected as a non-executive director of the Association of Investment Companies. Date of appointment: 31 January 2018 Shareholding in the Company as at 31 March 2025: 35,000 Standing for Re-election: Yes 44 ODYSSIAN 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, Chairman of FOLC Limited and a partner of Rockpool Investments LLP and Beach Private Equity LLP. Date of appointment: 21 December 2017 Shareholding in the Company as at 31 March 2025: 106,365 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 he 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 EV charging business, Zapgo. 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 as at 31 March 2025: 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 2025. In accordance with Companies Act 2006 (as amended), the UK 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 2025 and the outlook for the forthcoming year is set out in the Strategic Report on pages 6 to 12. ## 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 4 September 2024, the Directors were granted authority to issue up to 24,705,410 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 31 January 2025, the Company was granted a new block listing of 5.0 million ordinary shares, to be listed to the Official List of the FCA and admitted to trading on the LSE's main market. During the year ended 31 March 2025, 5.1 million shares were issued under available block listings. As at the date of this report, a balance of 5,897,500 shares remain under its block listings dated 2 August 2024 and 31 January 2025. During the year ended 31 March 2025, a total of 5,100,000 new shares were issued under the Company's available block listings. In addition, following a placing offer in July 2024, 6.5 million new shares at a price of 174 pence per share were issued in the Company. Since the year end up to 27 May 2025, the latest practicable date prior to the publication of this report, 700,000 new shares were issued to the market. ### Purchase of own shares At the AGM held on 4 September 2024, the Directors were granted the authority to buy back up to 18,516,705 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 2025, there were 133,094,212 ordinary shares in issue. No shares are held in treasury, therefore the total voting rights of the Company as at 31 March 2025 was 133,094,212. 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 2025: The Company was aware of the following interests in the voting rights of the Company: Ordinary % of voting Number of | | | | | | Shares | rights | | | --- | --- | --- | --- | --- | --- | --- | --- | | 31 March 2025 | ordinary | % of voting | | | | | | | | | | | Stuart Widdowson 1,176,870 0.88 | | | Overview | | Shareholder | shares held | | rights | | | | | | Harwood Capital 17,963,227 13.50 | | | | Ed Wielechowski 622,590 0.46 | | | | TrinityBridge 9,554,436 7.18 Mr Ian Armitage 6,993,525 5.25 Beneficial Owners of Ordinary Shares – Cazenove Capital Information Rights Management 6,874,762 5.17 The beneficial owners of ordinary shares who have been | RBC Brewin Dolphin, | nominated by the registered holder of those shares to receive | | | --- | --- | --- | | stockbrokers 6,642,016 4.99 | information rights under Section 146 of the Companies | | | Interactive Investor (EO) 6,040,512 4.54 | Act 2006 are required to direct all communications to | Strategic Report | the registered holder of their shares rather than to the Charles Stanley 6,034,070 4.53 Company’s registrar, Equiniti, or to the Company directly. Hargreaves Lansdown, stockbrokers (EO) 5,647,092 4.24 | Raymond James | Requirements of the Listing Rules | | --- | --- | | Investment Services 5,235,597 3.93 | UK Listing Rule 6.6.4 requires the Company to include | | JM Finn, stockbrokers 4,815,633 3.62 | certain information in a single identifiable section of the | Annual Report or a cross-reference table indicating where AJ Bell, stockbrokers (EO) 4,196,787 3.15 Governance the information is set out. The information required under Investec Wealth & Listing Rules 6.6.1(4) and 6.6.1(5) in relation to Peter Investment 4,092,572 3.07 Hewitt waiving his Director’s fee is set out on page 60. The Rank Foundation 4,000,000 3.01 Directors confirm that there are no additional disclosures to be made in relation to Listing Rule 6.6.4. Number of 30 April 2025 ordinary % of voting Shareholder shares held rights Anti-Bribery and Corruption Policy Report Harwood Capital 17,928,227 13.40 The Board has adopted a zero-tolerance approach to TrinityBridge 10,475,960 7.83 instances of bribery and corruption. Accordingly, it Independent Auditor’s expressly prohibits any Director or associated persons Cazenove Capital when acting on behalf of the Company, from accepting, Management 6,996,092 5.23 soliciting, paying, offering or promising to pay or authorise Mr Ian Armitage 6,993,525 5.23 any payment, public or private, in the United Kingdom or RBC Brewin Dolphin, abroad to secure any improper benefit for themselves or for stockbrokers 6,578,704 4.92 the Company. Interactive Investor (EO) 6,101,158 4.56 Charles Stanley 5,787,071 4.33 The Board applies the same standards to its service Financial Statements providers in their activities for the Company. Raymond James Investment Services 5,553,388 4.15 A copy of the Company’s Anti Bribery and Corruption Hargreaves Lansdown, Policy can be found on its website at www.oitplc.com. The stockbrokers (EO) 5,524,150 4.13 policy is reviewed annually by the Audit Committee. JM Finn, stockbrokers 4,738,183 3.54 Investec Wealth & Investment 4,092,572 3.06 AJ Bell, stockbrokers (EO) 4,044,738 3.02 and Notice of AGM Additional Information 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 Greenhouse Gas Emissions for the Year ended by the Articles and a meeting of the Directors at 31March 2025 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 for Economic Cooperation and Development and in office as Auditor of the Company and resolutions incorporated into UK law by the International Tax for its re- appointment and for the Audit Committee Compliance Regulations 2015. CRS requires the Company to determine its remuneration will be proposed at the to provide certain additional details to HMRC in relation forthcoming 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 relating to the following items of business will be amongst those to be proposed at the forthcoming The Company’s financial instruments comprise its AGM. investment portfolio, cash balances, debtors and creditors that arise directly from its operations such as sales and Resolution 11: Authority to allot shares up to purchases awaiting settlement and accrued income. The approximately 10% of the ordinary shares in issue; financial risk management objectives and policies arising Overview from its financial instruments and the exposure of the Resolution 12: Authority to allot shares up to Company to risk are disclosed in note 12 to the Financial approximately a further 10% of the ordinary shares in issue; Statements. Resolution 13: Authority to disapply pre-emption rights in respect of the shares to be allotted under Resolution 12; Post Year End Events Details of the post year end events are set out in note 14 to Resolution 14: Authority to disapply pre-emption rights the Financial Statements. in respect of the shares to be allotted under Resolution 13; Strategic Report Articles of Association Resolution 15: Authority to buy back up to 14.99% of shares in issue; and The Company’s Articles of Association may only be amended by a special resolution at a general meeting of Resolution 16: Authority to hold General Meetings (other theshareholders. than the AGM) on at least 14 clear days’ notice. Annual General Meeting (“AGM”) Resolutions 11 and 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as The seventh AGM of the Company will be held at 12noon Governance special resolutions. on Thursday, 4 September 2025 at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD. Ordinary resolutions require that more than 50% of the Questions can be submitted to the Company Secretary in votes cast at the relevant meeting must be in favour of the advance of the AGM at OIT@nsm.group. resolutions. Special resolutions require that at least 75% of the votes cast must be in favour of the resolution to Shareholders are strongly encouraged to submit proxy bepassed. The full text of the Notice of the AGM together votes online by visiting www.shareview.co.uk. There is a with explanatory notes can be found on pages 91 to 100. straightforward registration process and a number of our Report shareholders are using the site already. All you need is your Independent Auditor’s name, address and investor code, which can be found on Recommendation your share certificate. If you are having trouble locating The Directors consider that all the resolutions to be your share certificate or investor code, please call the proposed at the AGM are in the best interests of the shareholder helpline on 0371 384 2030 (or from overseas Company and its members as a whole. The Directors +44 (0)371 384 2030). Any shareholder who is unwilling unanimously recommend that shareholders vote in favour or unable to vote digitally can vote using a paper proxy card of all the resolutions, as they intend to do in respect of their either enclosed in the mailing or by requesting a copy by own beneficial holdings. telephoning the shareholder helpline. Financial Statements Shareholders that hold their shares through an investment platform provider or nominee are encouraged to contact By order of the Board their investment platform provider or nominee as soon as possible, and are encouraged to vote in favour for NSM Funds (UK) Limited each of the Resolutions to be lodged on their behalf. Company Secretary The Association of Investment Companies’ guidance on how to vote through investment platforms can be found 28 May 2025 on its website (https://www.theaic.co.uk/how-to-vote- and Notice of AGM yourshares). Additional Information ODYSSEAN INVESTMENT TRUST PLC 49 ## Corporate Governance Statement This Corporate Governance Statement forms part of the been appropriate to the Company’s circumstances. Similar Directors’ Report. to the UK Code, the AIC Code specifies a “comply or explain” basis and the Board’s report under this section The Board is accountable to shareholders for the governance explains any deviation from its recommendations. of the Company’s affairs and is committed to maintaining the highest standard of corporate governance for the long- The UK Code includes provisions relating to: term sustainable success of the Company, generating value – the role of the chief executive; for shareholders, other stakeholders and contributing to the – executive directors’ remuneration; and wider society through investing in its portfolio companies. In this statement, the Company reports on its compliance – the internal audit function. with the AIC Code of Corporate Governance published in The Board considers these provisions are not relevant to February 2019 (the “AIC Code”), sets out how the Board the position of the Company, being an externally-managed and its committees have operated during the past year and investment company. The Company has therefore not describes how the Board exercises effective stewardship over reported further in respect of these provisions. the Company’s activities in the interests of shareholders and other stakeholders of the Company. The AIC Code addresses all the principles set out in the UK Corporate The Board of Directors Governance Code (the “UK Code”), as well as setting out The Board of Directors is collectively responsible for the additional provisions on issues that are of specific relevance long-term success of the Company. It provides overall to the Company as an 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 it is has properly undertaken Company to meet its objectives and fulfil its obligations its duties to shareholders and other stakeholders, and taken to shareholders within a framework of high standards a 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 has considered the principles and strategy and have overall responsibility for the Company’s 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, who have The Financial Reporting Council (the “FRC”) has endorsed substantial recent and relevant experience of investment the AIC Code. The terms of the FRC’s endorsement mean trusts and financial and public company management. that AIC members who report against the AIC Code meet Other than their letters of appointment as Directors, none fully their obligations under the UK Code and the related of the Directors has a contract of service with the Company disclosure requirements contained in the UK Listing Rules nor has there been any other contract or arrangement of the FCA. A copy of the AIC Code can be obtained via between the Company and any Director at any time during the AIC’s website at www.theaic.co.uk. A copy of the UK the year. Directors are not entitled to any compensation Code can be obtained at www.frc.org.uk. for loss of office. Copies of the letters of appointment are The Board recognises the importance of a strong corporate available on request from the Company Secretary and will governance culture and has established a framework for be available at the AGM. corporate governance which it considers to be appropriate to the business of the Company. Chairman and Senior Independent Director The Board considers that it has managed its affairs The Chairman, Linda Wilding, is deemed by her fellow in compliance with the AIC Code and the relevant independent Board members to be independent in character provisions of the UK Code throughout the year ended and judgement, and free of any conflicts of interest. She 31 March 2025, except where it has concluded that leads the Board and is responsible for its overall effectiveness in directing the Company. In liaison with the Company adherence or compliance with any particular principle or Secretary, she ensures that the Directors receive accurate, recommendation of either of the Codes would not have 50 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Governance Statement (continued) timely and clear information. Ms Wilding considers herself to Board Operation have sufficient time to spend on the affairs of the Company. The Directors have adopted a formal schedule of matters She has no significant commitments other than those disclosed specifically reserved for their approval. A copy of this in her biography on page 44. The role and responsibilities of schedule is available on the Company’s website. These the Chairman are clearly defined and set out in writing, a copy matters include, but are not limited to, the following: of which is available on the Company’s website. Overview – approval of the Company’s investment policy, long- Arabella Cecil is the Senior Independent Director (“SID”) of term objectives and business strategy; the Company and following her retirement at the conclusion – approval of the policies regarding insurance, hedging, of the AGM on 4 September 2025 will be succeeded borrowing limits and corporate security; by Richard King. The SID provides a sounding board for the Chairman and serves as an intermediary for the other – approval of the Company’s Annual and Interim Directors and shareholders. The SID also provides a channel Reports, financial statements and accounting for any shareholder concerns regarding the Chairman and will policies, prospectuses, circulars and other shareholder take the lead in the annual evaluation of the Chairman by the communications; other independent Directors. The role and responsibilities of Strategic Report – approval for raising new capital and major financing the SID are clearly defined and set out in writing, a copy of facilities; which is available on the Company’s website. – Board appointments and removals; Culture – appointment and removal of the Portfolio Manager, The Chairman demonstrates objective judgement, Auditor and the Company’s other service providers; and 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 required to act with integrity, lead by example and promote Day-to-day investment management is delegated to this culture within the Company. Odyssean Capital LLP and operational management is delegated to NSM. The Board seeks to ensure the alignment of the Company’s purpose, values and strategy with the culture of openness, The Board takes responsibility for the content of debate and integrity through ongoing dialogue, and communications regarding major corporate issues although engagement with the Portfolio Manager and the Company’s Odyssean Capital LLP and NSM act as spokesman. The other service providers. The culture of the Board is considered Board is kept informed of relevant promotional material as part of the annual performance evaluation process which is that is issued on behalf of the Company. Report undertaken by each Director. The culture of the Company’s service providers is also considered by the Board during the Board Meetings Independent Auditor’s annual review of their performance and while considering The Company has four scheduled Board meetings a year their continuing appointment. with additional meetings in respect of share issuances and regulatory matters arranged as necessary. Purpose and Strategy At each scheduled Board meeting, the Directors follow The Board assesses the basis on which the Company generates a formal agenda which is circulated in advance by the and preserves value over the long term. The Strategic Report Company Secretary. The Company Secretary, the describes how opportunities and risks to the future success Administrator and the Portfolio Manager regularly provide of the business have been considered and addressed, the Financial Statements the Board with financial information, including an annual sustainability of the Company’s business model and how its expenses budget, together with briefing notes and papers governance contributes to the delivery of its strategy. in relation to changes in the Company’s economic and 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. and Notice of AGM Strategy issues and all material operational matters are Additional Information considered at Board meetings. ODYSSEAN INVESTMENT TRUST PLC 51 ## Corporate Governance Statement (continued) Board Committees The Audit Committee has direct access to the Company’s Auditor, and provides a forum through which the Auditor Given the number of Directors, the Board does not consider reports to the Board. Representatives of the Auditor attend it necessary for the Company to establish a separate meetings of the Audit Committee at least twice a year. remuneration committee and all of the matters that can be delegated to such a committee are considered by the Board as Further details about the Audit Committee and its a whole. The Board considers that the combined knowledge activities during the year under review are set out on and experience of its members enable it to successfully fulfil pages56 to 58. the role of this committee. Management Engagement Committee The Board has established three committees to assist with Peter Hewitt is the Chairman of the Management its operations: the Audit Committee; the Management Engagement Committee, which comprises all Directors. Engagement Committee and the Nominations Committee. The Committee meets at least once a year to review the Each committee’s delegated responsibilities are clearly ongoing performance and the continuing appointment defined in formal terms of reference, which are available on of all service providers of the Company, including the the Company’s website. Portfolio Manager. The Committee also considers any variation to the terms of all service providers’ agreements Audit Committee and reports its findings to the Board. The Audit Committee is chaired by Richard King and comprises all Directors. It meets formally at least The performance of the Company’s service providers is twice a year. The Board believes it is appropriate for the closely monitored by the Committee and in arriving at Chairman of the Company to be a member of the Audit its decisions regarding the continuing appointment of the Committee as she provides a valuable contribution to the service providers, it is aided by the feedback received from Committee and her membership enhances the operation the Portfolio Manager and the Company Secretary on the of the Committee and its interaction with the Board. performance of those service providers. The Chairman’s membership of the Audit Committee is permitted under the AIC Code. Nominations Committee Arabella Cecil is the Chairman of the Nominations The Board considers that the members of the Audit Committee, which comprises all Directors. Richard King Committee have the requisite skills and experience to fulfil the will become Nomination Committee Chairman following responsibilities of the Committee and that the Committee, as Miss Cecil’s retirement at the conclusion of the AGM on a whole, has the competence relevant to the investment trust 4 September 2025. The Nominations Committee’s key sector. The Chairman of the Audit Committee has significant responsibilities are to review the Board’s structure and recent and relevant financial experience. composition; and to make recommendations to the Board for any changes or new appointments. Meeting Attendance The number of Board and Committee meetings held during the year ended 31 March 2025 and the attendance of the individual Directors is shown below: Management Engagement Board Meetings Audit Committee Committee Nominations Committee Number of Number of Number of Number of scheduled Number scheduled Number scheduled Number scheduled Number meetings attended meetings attended meetings attended meetings attended Arabella Cecil 4 4 2 2 1 1 1 1 Peter Hewitt 4 4 2 2 1 1 1 1 Richard King 4 4 2 2 1 1 1 1 Neil Mahapatra 4 4 2 2 1 1 1 1 Linda Wilding 4 4 2 2 1 1 1 1 In addition, a number of ad hoc Board meetings were held during the year for the strategy day, redemption event and placing offer. 52 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Governance Statement (continued) Performance evaluation Tenure The Directors are aware that they need to continually The tenure of each Director, including the Chairman, is monitor and improve Board performance and recognise not ordinarily expected to exceed nine years. However, the that this can be achieved through regular evaluation of the Board has agreed that the tenure of the Chairman may be Board, its committees and the individual Directors; this extended for a limited time provided such an extension provides a valuable feedback mechanism for improving is conducive to the Board’s overall orderly succession and Overview Board’s effectiveness. handover period. This principle is further extended to all members of the Board. 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 re-election, Strategic Report other than Arabella Cecil, who is retiring at the Company’s During the year ended 31 March 2025, the performance forthcoming AGM. As detailed above, following formal of the Board, its committees and individual Directors performance evaluation, it is considered that each current (including each Director’s independence) was evaluated Director has the necessary skills and experience, and through a formal assessment process led by the Chairman. continues to contribute effectively to the management of This involved the circulation of a Board and Committee the Company. In addition, it is believed that the Board has evaluation questionnaire, tailored to suit the nature the relevant expertise and sufficient time to provide the of the Company, followed by discussions between the appropriate leadership and direction for the Company. Governance Chairmanand each of the Directors. The performance of Therefore, the Board strongly recommends the re election the Chairman was evaluated by the SID. of each of the Directors on the basis of their experience and expertise in investment matters, their independence As part of the Board evaluation discussions, each of the and continuing effectiveness and commitment to the Directors also assessed the overall time commitment of Company. their external appointments and it was concluded that all Directors have sufficient time to discharge their duties. Diversity During the year and since the year-end, all Directors have Report without fail attended all Board and Committee meetings. The Board supports the principle of boardroom diversity, of which gender and ethnicity are two important aspects. Independent Auditor’s The Chairman is satisfied that the structure and operation The Board’s aim is to have a broad range of approaches, of the Board continues to be effective and relevant and backgrounds, skills, knowledge and experience represented that there is a satisfactory mix of skills, experience and and to make appointments on merit against objective criteria, knowledge of the Company. The Board has considered including diversity in its broadest sense. The Board believes the position of all the Directors including the Chairman that this will promote the long-term sustainable success of as part of the evaluation process and believes that it the Company and generate value for all shareholders by would be in the Company’s best interests to propose them ensuring there is cognitive diversity among the Directors for re-election, except for Arabella Cecil who will retire at and the challenge needed to support good decision making. Financial Statements the conclusion of the forthcoming AGM. To this end, achieving a diversity of perspectives and backgrounds on the Board will be a key consideration in Independence of Directors any future Director search process. The Board encourages The independence of the Directors was reviewed as part any recruitment agencies it engages to find a diverse of the annual evaluation process and it was found that range of candidates that meet the criteria agreed for each each Director is considered to be independent in character appointment and, from the shortlist, aims to ensure that a and judgement and entirely independent of the Portfolio diverse range of candidates is brought forward for interview. Manager. None of the Directors sits on the boards of any and Notice of AGM Additional Information other companies managed by the Portfolio Manager. ODYSSEAN INVESTMENT TRUST PLC 53 ## Corporate Governance Statement (continued) The Board gives due regard to the new diversity targets in the Conflicts of Interest FCA UK Listing Rules, and does not discriminate unfairly Company Directors have a statutory obligation to avoid a on the grounds of gender, ethnicity, age, sexual orientation, situation in which they (and connected persons) have, or disability or socio-economic background when considering can have, a direct or indirect interest that conflicts, or may the appointment of new directors. Candidates’ educational possibly conflict, with the interests of the Company. and professional backgrounds, their cognitive and persona strengths, are considered against the specification prepared In line with the Companies Act 2006, the Board has the for each appointment. power to sanction any potential conflicts of interest that may arise and impose such limits or conditions that it Implementation of the Board’s Diversity Policy thinks fit. A register of interests and external appointments is maintained by the Company Secretary and is reviewed at The Board reports against the targets set out in the FCA’s every Board meeting to ensure that all details are kept up UK Listing Rules 6.6.6R(9)(a). These require that at to date. Should a conflict arise, the Board has the authority least 40% of individuals on the board are women; at least to request that the Director concerned abstains from any one individual on the board is from a minority ethnic relevant discussion or decision. Appropriate authorisation background; and at least one of the senior board positions will be sought prior to the appointment of any new of Chair, SID, CEO and CFO is held by a woman. directors or if any new conflicts or potential conflicts arise. At 31 March 2025, and at the date this Annual Report was No conflicts of interest arose during the year under review. signed, the Board comprised five non-executive Directors. All three of the targets are met because there are two Induction of New Directors women on the Board (40%), one Director is ethnically The Company has an established process in place for the diverse and at least one of the senior board positions is induction of new Directors. An induction pack will be provided held by a woman. In addition, the Board considers that to new Directors by the Company Secretary, containing the Chairman of the Audit Committee of an investment relevant information about the Company, its constitutional company is a senior position and thus it is included in the documents and its processes and procedures. New appointees senior positions disclosed in the table below. will also have the opportunity of meeting with the Chairman and relevant persons at the Portfolio Manager. The following information has been provided by each Director. As the Company has no employees, no Training and Advice information is included for executive management. The On an ongoing basis, and further to the annual evaluation Board has resolved that the Company’s year-end date be process, the Company Secretary will make arrangements the most appropriate date for disclosure purposes. There for Directors to develop and refresh their skills and have been no changes since 31 March 2025. knowledge in areas which are mutually identified as being likely to be required, or of benefit to them, in carrying | | Number | | | Number of senior | | | | --- | --- | --- | --- | --- | --- | --- | | | of board | Percentage of | | positions on the | | out their duties effectively. Directors will endeavour | | | Members | | the Board | | Board* | to make themselves available for any relevant training | | Men 3 60% 1 | | | | | | sessions which may be organised for the Board. The Board | has agreed arrangements whereby Directors may take Women 2 40% 2 independent professional advice, at the Company's expense, Number Number of senior in the furtherance of their duties. of board Percentage of positions on the Members the Board Board The AIC holds regular Director Roundtable events White British throughout the year, which are designed to cover the or other latest issues and regulatory developments affecting the White(including minority-white investment company sector. The Director Roundtables are groups) 4 80% 3 open to all member investment company directors. Asian/Asian British 1 20% 0 *As set out above, the board does not consider this column to be applicable. 54 ODYSSEAN INVESTMENT TRUST PLC ## Corporate Governance Statement (continued) Insurance and Indemnity Provisions Nominee Share Code The Company has Directors’ and Officers’ liability insurance Where the Company’s shares are held via a nominee to cover legal defence costs. Under the Company’s Articles company name, the Company undertakes: of Association, the Directors are provided, subject to the – to provide the nominee company with multiple copies provisions of UK legislation, with an indemnity in respect of shareholder communications, so long as an indication of liabilities which they may sustain or incur in connection of quantities has been provided in advance;and Overview with their appointment. The Company has also entered into a deed of indemnity with each Director pursuant to which – to allow investors holding shares through a nominee it has agreed to insure, indemnify and/or loan funds to the company to attend general meetings, provided the correct Director in relation to certain specific liabilities incurred authority from the nominee company isavailable. by them in the performance of their duties as a Director of Nominee companies are encouraged to provide the theCompany. necessary authority to underlying shareholders to attend, speak and vote at the Company’s general meetings. Relations with Stakeholders As the Company does not have employees, its main Significant Holdings and Voting Rights Strategic Report stakeholders comprise a small number of service providers Details of the shareholders with substantial interests in the and its shareholders. Details regarding the Company’s Company’s shares, the Directors’ authorities to issue and engagement with its stakeholders are set out in the Strategic repurchase the Company’s shares, and the voting rights of Report on pages 25 to 30. the shares are set out in the Report of the Directors. Internal Control Review and Assessment Process Audit, Risk and Internal Control Details of the Company’s internal control review and the The Statement of Directors’ Responsibilities on pages 63 assessment process are outlined in the Strategic Report on and 64 describes the Directors’ responsibility for preparing Governance pages 6 to 42. this Annual Report. Company Secretary The Audit Committee Report on pages 56 to 58 explains The Board has direct access to the advice and services the work undertaken to allow the Directors to make of the Company Secretary, NSM, which is responsible this statement and to apply the going concern basis of for ensuring that Board and Committee procedures are accounting. It also sets out the main roles and responsibilities followed and that applicable regulations are complied and the work of the Audit Committee throughout the with. The Company Secretary is also responsible to the year, and describes the Directors’ review of the Company’s Report Board for ensuring timely delivery of the information and risk management and internal controlsystems. reports which the Directors require and that the statutory Independent Auditor’s obligations of the Company are met. A description of the principal risks facing the Company and an explanation of how they are being managed is UK Stewardship Code and Exercise of Voting Powers provided in the Strategic Report on pages 37 to 41. The Board and the Portfolio Manager support the UK The Board’s assessment of the Company’s longer-term Stewardship Code, issued by the FRC, which sets out viability is set out in the Business Review on pages 41 and 42. the principles of effective stewardship by institutional investors. The Company’s investment portfolio is managed Remuneration by Odyssean Capital LLP who have extensive experience The Directors’ Remuneration Report on pages 59 to 62 Financial Statements and a strong commitment to effective stewardship. sets out the levels of remuneration for each Director and explains how Directors’ remuneration is determined. The Board has delegated discretion to Odyssean Capital LLP to exercise voting powers on its behalf in respect of NSM Funds (UK) Limited shares owned by the Company. Company Secretary 28 May 2025 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 2025 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 2025, 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 45. – the internal control environment as operated by the The Committee considers that its members have recent and Portfolio Manager, Company Secretary and other relevant financial experience and that the Committee as a service providers. whole has 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 2025, 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 The Committee also considered a number of and the systems in place to ensure the accuracy of key reporting matters which are outlined in the thesevaluations. followingsections. (b) Existence and ownership of investments The Company uses the services of an independent Other Reporting Matters custodian, CACEIS Bank, UK Branch, to hold the (a) Internal controls and risk management assets of the Company. The records of the custodian As set out on page 36 the Board is responsible for the and the Portfolio Manager are reconciled daily. risk assessment and review of internal controls of the Company, undertaken in the context of the overall investment objective. The review covers the key business, operational, compliance and financial risks facing the Company. In 56 ODYSSEAN INVESTMENT TRUST PLC ## Audit Committee Report (continued) arriving at its judgement of what risks the Company (e) Accounting Policies faces, the Board has considered the Company’s During the year the Committee ensured that the operations in the light of the following factors: accounting policies, as set out on pages 77 to 79, were applied consistently throughout the year. In light of – the nature of the Company, with all management there being no unusual transactions during the year functions outsourced to third party service providers; or other possible reasons, the Committee agreed that Overview there was no reason to change the policies. – the nature and extent of risks which it regards as acceptable for the Company to bear within its overall ( f) Internal Audit investment objective; The Committee considered whether there was a need for the Company to have an internal audit function. – the threat of such risks becoming a reality; and As the Company delegates its day-to-day operations – the Company’s ability to reduce the incidence and to third parties and has no employees, the Committee impact of risk on its performance. concluded that there was no such need. Against this background, a risk matrix has been (g) Audit Regulation Strategic Report developed which covers key risks the Company While the Committee has not had to consider any new faces, the likelihood of their occurrence and their audit regulations in the past year, it noted reporting potential impact, how these risks are monitored and guidance and thematic reviews published by the FRC. mitigating controls in place. The Board has delegated The Committee also reviews the outcomes of the to the Committee the responsibility for the review and FRC’s annual Audit Quality Reviews and discusses the maintenance of the risk matrix and it reviews, in detail, findings with our Auditor. the risk matrix each time it meets, bearing in mind any The Committee has noted, in particular, the changes to the Company, its environment or service Governance publication by the FRC of the Minimum Standard providers since the last review. Any significant changes for Audit Committees and the revised UK Corporate to the risk matrix are discussed with the whole Board. Governance Code. The Minimum Standard will apply (b) Going concern and longer-term viability to the Company on a comply or explain basis as it In line with the AIC Code, the Committee considered is included by reference in the new UK Corporate the Company’s financial requirements and viability for Governance Code. The Committee will seek to the forthcoming year and over a longer period of three comply with the Standard as far as it is appropriate for years. As a result of this assessment, the Committee an externally-managed investment company to do so. Report concluded that the Company had adequate resources to continue in operation and meet its liabilities as they Financial Reporting Council (“FRC”) Review of Independent Auditor’s fall due both for the forthcoming year and over the Annual Report 2024 following two years. Related disclosures are set out on The Company’s 2024 annual report was one of many pages 41 and 42. selected for review by Financial Reporting Council’s (“FRC”) Corporate Reporting Review team for (c) Maintenance of investment trust status compliance with relevant reporting requirements. FRC The Portfolio Manager and the Administrator have reviews are conducted by staff who have an understanding reported to the Audit Committee to confirm continuing of the relevant legal and accounting framework but the compliance with the requirements for maintaining FRC does not have a detailed knowledge of the Company Financial Statements investment trust status. The position is also discussed or an understanding of its underlying transactions. Their with the Auditor as part of the audit process. review provides no assurance that the annual report and (d) Half Year Report accounts were correct in all material respects and the The Committee reviewed the Half Year Report FRC’s role is not to verify the information provided but to and Financial Statements, which are not audited or consider compliance with reporting requirements. reviewed by the external Auditor, to ensure that the The Committee is pleased to report that the FRC had accounting policies used in the Annual Financial no questions or queries to raise in respect of the Annual Statements were also used at the half-year stage and and Notice of AGM Report. The FRC did ask that the Company consider Additional Information that they portrayed a fair balanced and understandable making minor changes to how Fair Value Measurement picture of the period in question. and the Performance Fee are described in the notes to the ODYSSEAN INVESTMENT TRUST PLC 57 ## Audit Committee Report (continued) financial statements which has now been incorporated in during the year. Following a review of the performance of the the 2025 Annual Report. Auditor, the Committee is satisfied that the Auditor remains independent and objective, and has fulfilled its obligations to the Company and its shareholders. There are no contractual Audit Fees and Non-Audit Services obligations that would restrict the Committee in selecting An audit fee of £66,500 has been agreed in respect of the an alternative external auditor. audit for the year ended 31 March 2025 (2024: £63,000). KPMG LLP have been the Auditor to the Company since In accordance with the Company’s non-audit services policy, launch in 2018. The Auditor is required to rotate the audit the Audit Committee reviews the scope and nature of all partner every five years. This is the second year for Matthew proposed non-audit services before engagement, to ensure Humphrey as audit partner. that auditor independence and objectivity are safeguarded. The policy includes a list of non-audit services which may No tender for the audit of the Company has been be provided by the Auditor provided there is no apparent undertaken. The Committee will review the continuing threat to independence, as well as a list of services which are appointment of the Auditor on an annual basis and prohibited. In respect of any permissible non-audit service give regular consideration to the Auditor’s fees and up to a fee of £10,000 or where any urgent matters arise, the independence, along with matters raised during each audit. Audit Committee has delegated authority to the Portfolio Manager to approve these between meetings. Non-audit Re-appointment of the Auditor services are capped at 70% of the average of the statutory Following consideration of the performance of the audit fees for the preceding three years. No non-audit Auditor, the services provided during the year and a review services were provided by the Auditor during the year ended of its independence and objectivity, the Committee has 31 March 2025 (2024:none). recommended to the Board the re-appointment of KPMG Further information on the fees paid to the Auditor is set LLP as Auditor to the Company. out in note 4 to the Financial Statements. In accordance with the requirements relating to the appointment of Auditor, the Company would need to Effectiveness of the External Audit conduct an audit tender no later than for the accounting The Audit Committee monitors and reviews the period beginning 1 April 2028. effectiveness of the external audit carried out by the Auditor, including a detailed review of the audit plan and Effectiveness of the Committee the audit results report, and makes recommendations to the The Committee’s performance over the past year was Board on the re-appointment, remuneration and terms of reviewed and discussed as part of the annual Board engagement of the Auditor. This review takes into account evaluation. The evaluation considered the composition of the experience and tenure of the audit partner and team, the the Committee and the efficacy of Committee meetings, nature and level of services provided, and confirmation that as well as assessing the Committee’s role in monitoring the Auditor has complied with independence standards. and overseeing the Company’s financial reporting and Any concerns with the effectiveness of the external audit accounting, risk management and internal controls, process would be reported to the Board. No concerns were compliance with corporate governance regulations and raised in respect of the year ended 31 March 2025. also the assessment of the external audit. The Committee has direct access to the Auditor, KPMG I am pleased to confirm that the evaluation result was LLP, who attends Committee meetings on a regular basis. positive and no matters of concern or requirements for The Committee has the opportunity to meet with the change were highlighted. Auditor without the Portfolio Manager nor the Company Secretary being present. Richard King Chairman of the Audit Committee Independence and objectivity of the Auditor 28 May 2025 The Committee receives an annual assurance from the Auditor that its independence is not compromised. No non- audit services were provided by the Auditor to the Company 58 ODYSSEAN INVESTMENT TRUST PLC # Directors' Remuneration Report ## Statement from the Chairman I am pleased to present the Directors' Remuneration Report for the year ended 31 March 2025. 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 2025, the annual fees were set out at the rate of £39,500 for the Chairman, £32,200 for the Chairman of the Audit committee and £28,100 for a Director. For the year ending 31 March 2026, Directors' fees will be increased with effect from 1 April 2025 as follows: £43,000 for the Chairman, £35,000 for the Chairman of the Audit Committee and £30,000 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 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-3.jpeg](img-3.jpeg) As at 31 March 2025. Performance measured from close of business on 1 May 2018. Share performance since inception assumes IPO price of 100/lp. Source: Bloomberg. Refused 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 2025 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 an ordinary resolution to approve the policy will be put to shareholders at the forthcoming AGM. 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. Overview Strategic Report Discussion Independent Auditor's Report Financial Statements Additional Information and Notes of AGM ODYSLEAN INVESTMENT TRUST PLC 59 ## Directors' Remuneration Report (continued) ### Directors' Remuneration for the Year Ended 31 March 2025 (audited) The single total figure table below details the remuneration received by the Directors who served during the year: | Director | Year ended 31 March 2025 | | | Year ended 31 March 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Fees | Taxable benefits | Total | Fees | Taxable benefits | Total | | Linda Wilding^{1} | £39,500 | £1,137 | £40,637 | £11,769 | £127 | £11,896 | | Arabella Cecil | £28,100 | – | £28,100 | £27,000 | – | £27,000 | | Peter Hewitt^{2} | – | £1,264 | £1,264 | – | £1,777 | £1,777 | | Richard King | £32,200 | – | £32,200 | £31,000 | – | £31,000 | | Neil Mahapatra | £28,100 | – | £28,100 | £27,000 | – | £27,000 | | Jane Tufnell^{3} | – | – | – | £38,000 | – | £38,000 | | | £127,900 | £2,401 | £130,301 | £134,769 | £1,904 | £136,673 | $^{1}$ Appointed as a Director on 25 October 2023 and as the Chairman on 31 March 2024. $^{2}$ Peter Hewitt did 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. Peter will receive a fee with effect from 1 April 2025 as a Director of the Company of £38,000 per annum. $^{3}$ Retired from the Board 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 | 2025 Fees | 2025 % Change | 2024 Fees | 2024 % Change | 2023 Fees | 2023 % Change | 2022 Fees | 2022 % Change | 2021 Fees | 2021 % Change | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Linda Wilding^{1} | £39,500 | 2.36% | £11,769 | n/a | n/a | – | n/a | – | n/a | – | | Arabella Cecil | £28,100 | 4% | £27,000 | 4% | £25,900 | 4% | £25,000 | 4% | £24,000 | – | | Peter Hewitt | – | – | – | – | – | – | – | – | – | – | | Richard King | £32,200 | 4% | £31,000 | 5% | £29,500 | 4% | £28,500 | 4% | £27,500 | – | | Neil Mahapatra^{2} | £28,100 | 4% | £27,000 | n/a | n/a | – | n/a | – | n/a | – | | Jane Tufnell^{3} | – | – | £38,000 | 3% | £36,800 | 4% | £35,500 | 4% | £34,000 | – | $^{1}$ Appointed as a Director on 25 October 2023 and as the Chairman on 31 March 2024. $^{2}$ Appointed on 3 April 2025. $^{3}$ Retired from the Board 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 2025 | Year ended 31 March 2024 | | --- | --- | --- | | Spend on Directors' fees* | £130,301 | £136,673 | | Management fee and other expenses | £3,325,000 | £2,655,000 | * 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 2025 and 31 March 2024 are shown in the table below: | | 31 March | | | 31 March | | | --- | --- | --- | --- | --- | --- | | | | 2025 | | | 2024 | | Number of shares | | | Number of shares | | | Arabella Cecil 213,986 201,408 Strategic Report Peter Hewitt 35,000 35,000 Richard King 106,365 95,700 Neil Mahapatra 16,700 16,700 Linda Wilding 151,500 108,500 None of the Directors or any person connected with them had a material interest in the Company’s transactions, arrangements or agreements during the year. Since the year ended 31 March 2025, Arabella Cecil purchased 4022 ordinary Governance shares. Following this purchase, Miss Cecil’s interests increased to 218,008 ordinary shares in the Company. There have been no other changes to any of the Directors’ share interests in the period 1 April 2025 to the date of this report. Voting at AGM The Directors’ Remuneration Report for the year ended 31 March 2024 was approved at the AGM held on 4 September 2024. The votes cast by proxy on the resolution were: Report Directors’ Remuneration Report Number of votes % of votes cast Independent Auditor’s For 49,824,983 99.99 Against 6,441 0.01 Total votes cast 49,831,424 100.0 Any proxy votes which were at the discretion of the Chairman were included in the “For” total. Financial Statements 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 2025 Remuneration reflect the time commitment and responsibilities of Annual fee Chairman £43,000 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 £30,000 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 £5,000 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 a cumulative amount duties or services outside their ordinary duties as a Director, equal to their applicable Directors’ fees (net of applicable they may be paid such reasonable additional remuneration taxes) to acquire the Company’s ordinary shares in the as the Board, or any committee authorised by the Board, secondary market, 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 28 May 2025 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 UK Listing Rules of – select suitable accounting policies in accordance with the 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 Cadarn. The work carried out – present information, including accounting policies, in 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 28 May 2025 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 the directors on 29 November 2018. The period of total uninterrupted We have audited the financial statements of Odyssean engagement is for the seven financial years ended 31 Investment Trust PLC (“the Company”) for the year ended March 2025. We have fulfilled our ethical responsibilities 31 March 2025 which comprise the the statement of under, and we remain independent of the Company in 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 2025 and its return for the year | | £1.8m (2024: £1.8m) | | Materiality: then ended; 1% of Total Assets (2024: 1%) Financial statements as a whole – have been properly prepared in accordance with UK- adopted international accounting standards; Key audit matter: vs 2024 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 (unchanged from 2024), together with our key audit procedures to address the matter and, as required for public interest entities, our results from those procedures. The matter was 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 the matter. 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 | | (2025: £183.0m (2024: £182.3m)) | The Company’s portfolio of quoted | controls, because the nature of the balance | | | investments makes up 99.0% (2024: 96.3%) | 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 75 (accounting policy) | and is considered to be the key driver of | procedures described below. | | and page 84 and 85 (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 | Tests of detail: Agreeing the valuation of | | | level of judgement because they comprise | 100% of quoted investments in the portfolio to | | | liquid, quoted investments. However, due to | externally quoted prices; and | their materiality in the context of the financial | statements as a whole, they are considered | Enquiry of custodians: Agreeing 100% | | --- | --- | | to be the area which had the greatest effect | of investment holdings in the portfolio | | on our overall audit strategy and allocation of | to independently received third party | | resources in planning and completing our audit. | confirmations from investment custodians. | Our findings We found the carrying amount of quoted investments to be acceptable (2024: acceptable). 3. Our application of materiality and an overview of the Total Assets Materiality scope of our audit £184.9m (2024: £189.2m) £1.8m (2024: £1.8m) Materiality for the financial statements as a whole was set at £1.8m £1.8m (2024: £1.8m), determined with reference to a benchmark Whole financial statements of Total Assets, of which it represents 1% (2024: 1%). materiality (2024: £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 (2024: £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% (2024: 75%) of materiality for the financial statements as a whole, which equates to £1.4m (2024: £92k £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 (2024: £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 £92k reporting system operated by the Company’s Administrator to (2024: £91k), in addition to other identified misstatements that be the main IT system relevant to our audit. We obtained and warranted reporting on qualitative grounds. read the Administrator’s type 2 service organisation controls report to assist us in evaluating the design of the IT general Our audit of the Company was undertaken to the materiality controls of the main finance system and whether there is a and performance materiality levels specified above and was need to iterate our initial risk assessment. performed by a single audit team. We took a fully substantive approach in all areas of our audit, As disclosed on page 51, administrative operations of the consistent with our approach noted within the key audit matters Company are provided by NSM Funds (UK) Limited (the in section 2 of our report, as we consider this to be a more ‘Administrator’). We therefore identified that the financial efficient and effective approach to gaining the appropriate audit evidence. We did not plan to rely on any of the Company’s 66 ODYSSEAN INVESTMENT TRUST PLC controls in relation to any areas of our audit, because the nature – the related statement under the UK Listing Rules set of the majority of the Company’s balances (including cash and out on page 41 is materially consistent with the financial dividend income) is such that we would expect to obtain audit statements and our audit knowledge. evidence primarily from external confirmations (for cash) and However, as we cannot predict all future events or conditions data analytical procedures (for dividend income) based on the and as subsequent events may result in outcomes that are investment portfolio confirmed by the custodian and external inconsistent with judgements that were reasonable at the time market data. they were made, the above conclusions are not a guarantee that the Company will continue in operation. Overview 4. Going concern The directors have prepared the financial statements on the going 5. Fraud and breaches of laws and regulations – ability concern basis as they do not intend to liquidate the Company or to detect to cease their operations, and as they have concluded that the Company’s financial position means that this is realistic. They Identifying and responding to risks of material misstatement have also concluded that there are no material uncertainties that due to fraud could have cast significant doubt over their ability to continue as a To identify risks of material misstatement due to fraud (“fraud going concern for at least a year from the date of approval of the risks”) we assessed events or conditions that could indicate an financial statements concern for at least a year from the date of incentive or pressure to commit fraud or provide an opportunity approval of the financial statements (“the going concern period”). to commit fraud. Our risk assessment procedures included: We used our knowledge of the Company, its industry, and the – enquiring of Directors as to the Company’s high-level Strategic Report general economic environment to identify the inherent risks to its policies and procedures to prevent and detect fraud, business model and analysed how those risks might affect the as well as whether they have knowledge of any actual, Company’s financial resources or ability to continue operations suspected or alleged fraud; over the going concern period. The risks that we considered – assessing the segregation of duties in place between the most likely to adversely affect the Company’s available financial Directors, the Administrator and the Company’s Investment resources and its ability to operate over this period were: Manager; and – impact of a significant reduction in the valuation of – reading Board and Audit Committee minutes. investments; As required by auditing standards, we perform procedures – the liquidity of the Level 1 investments and its ability to to address the risk of management override of controls, in Governance meet the liabilities of the Company as and when they fall particular to the risk that management may be in a position due; and to make inappropriate accounting entries. We evaluated the design and implementation of the controls over journal entries – the operational resilience of key service organisations. and other adjustments and made inquiries of the Administrator We considered whether these risks could plausibly affect the about inappropriate or unusual activity relating to the processing liquidity in the going concern period by assessing the degree of of journal entries and other adjustments. We substantively downside assumption that, individually and collectively, could tested all material post closing entries and, based on the result in a liquidity issue, taking into account the Company’s liquid results of our risk assessment procedures and understanding investment position (and the results of their stress testing). of the process, including the segregation of duties between the Directors and the Administrator, no further high-risk journal Report We considered whether the going concern disclosure in note 1 entries or other adjustments were identified. to the financial statements gives a full and accurate description Independent Auditor’s of the Directors’ assessment of going concern, including the On this audit we do not believe there is fraud risk related to identified risks and related sensitivities. revenue recognition because the revenue is non-judgemental and straightforward, with limited opportunity for manipulation. Our conclusions based on this work: We did not identify any significant unusual transactions or additional fraud risks. – we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; Identifying and responding to risks of material misstatement – we have not identified, and concur with the directors’ due to non-compliance with laws and regulations assessment that there is not, a material uncertainty related We identified areas of laws and regulations that could to events or conditions that, individually or collectively, may Financial Statements reasonably be expected to have a material effect on the financial cast significant doubt on the Company’s ability to continue statements from our general commercial and sector experience as a going concern for the going concern period; and through discussion with the Directors, the Investment – we have nothing material to add or draw attention to in Manager and the Administrator (as required by auditing relation to the directors’ statement in note 1 to the financial standards) and discussed with the Directors the policies and statements on the use of the going concern basis of procedures regarding compliance with laws and regulations. accounting with no material uncertainties that may cast As the Company is regulated, our assessment of risks significant doubt over the Company’s use of that basis for involved gaining an understanding of the control environment the going concern period, and we found the going concern including the entity’s procedures for complying with regulatory disclosure in note 1 to be acceptable; and requirements. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 67 5. Fraud and breaches of laws and regulations – ability to or inconsistent with the financial statements or our audit detect (continued) knowledge. Based solely on that work we have not identified material misstatements in the other information. The potential effect of these laws and regulations on the financial statements varies considerably. Strategic report and directors’ report Firstly, the Company is subject to laws and regulations that Based solely on our work on the other information: directly affect the financial statements including financial reporting legislation (including related companies legislation), – we have not identified material misstatements in the distributable profits legislation, and its qualification as an strategic report and the directors’ report; Investment Trust under UK taxation legislation, any breach of which could lead to the Company losing various deductions – in our opinion the information given in those reports for the and exemptions from UK corporation tax, and we assessed the financial year is consistent with the financial statements; extent of compliance with these laws and regulations as part of and our procedures on the related financial statement items. – in our opinion those reports have been prepared in accordance with the Companies Act 2006. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance Directors’ remuneration report could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of In our opinion the part of the Directors’ Remuneration Report to fines or litigation. We identified the following areas as those be audited has been properly prepared in accordance with the most likely to have such an effect: money laundering, data Companies Act 2006. protection, bribery and corruption legislation and certain aspects of company legislation recognising the financial and regulated Disclosures of emerging and principal risks and nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non- longer-term viability compliance with these laws and regulations to enquiry of the We are required to perform procedures to identify whether there Directors and the Administrator and inspection of regulatory and is a material inconsistency between the directors’ disclosures legal correspondence, if any. Therefore, if a breach of operational in respect of emerging and principal risks and the viability regulations is not disclosed to us or evident from relevant statement, and the financial statements and our audit knowledge. correspondence, an audit will not detect that breach. Based on those procedures, we have nothing material to add or draw attention to in relation to: Context of the ability of the audit to detect fraud or breaches of law or regulation – the directors’ confirmation within principal risks on page36 that they have carried out a robust assessment of the Owing to the inherent limitations of an audit, there is an unavoidable emerging and principal risks facing the Company, including risk that we may not have detected some material misstatements those that would threaten its business model, future in the financial statements, even though we have properly planned performance, solvency and liquidity; and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and – the Emerging and Principal Risks disclosures describing regulations is from the events and transactions reflected in the these risks and how emerging risks are identified, and financial statements, the less likely the inherently limited procedures explaining how they are being managed and mitigated; and required by auditing standards would identify it. – the directors’ explanation in the viability statement of how they have assessed the prospects of the Company, over In addition, as with any audit, there remained a higher risk of what period they have done so and why they considered non-detection of fraud, as these may involve collusion, forgery, that period to be appropriate, and their statement as intentional omissions, misrepresentations, or the override of to whether they have a reasonable expectation that internal controls. Our audit procedures are designed to detect the Company will be able to continue in operation and material misstatement. We are not responsible for preventing meet its liabilities as they fall due over the period of their non-compliance or fraud and cannot be expected to detect non- assessment, including any related disclosures drawing compliance with all laws and regulations. attention to any necessary qualifications or assumptions. We are also required to review the viability statement, set out 6. We have nothing to report on the other information in on page 41 under the UK Listing Rules. Based on the above the Annual Report procedures, we have concluded that the above disclosures are The directors are responsible for the other information materially consistent with the financial statements and our audit presented in the Annual Report together with the financial knowledge. statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express Our work is limited to assessing these matters in the context an audit opinion or, except as explicitly stated below, any form of only the knowledge acquired during our financial statements of assurance conclusion thereon. audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent Our responsibility is to read the other information and, in with judgements that were reasonable at the time they were doing so, consider whether, based on our financial statements made, the absence of anything to report on these statements is audit work, the information therein is materially misstated not a guarantee as to the Company’s longer-term viability. 68 ODYSSEAN INVESTMENT TRUST PLC 6. We have nothing to report on the other information in – we have not received all the information and explanations the Annual Report (continued) we require for our audit. We have nothing to report in these respects. Corporate governance disclosures We are required to perform procedures to identify whether 8. Respective responsibilities there is a material inconsistency between the directors’ corporate governance disclosures and the financial statements Directors’ responsibilities and our audit knowledge. As explained more fully in their statement set out on pages 63 Overview and 64, the directors are responsible for: the preparation of the Based on those procedures, we have concluded that each of the financial statements including being satisfied that they give a following is materially consistent with the financial statements true and fair view; such internal control as they determine is and our audit knowledge: necessary to enable the preparation of financial statements that are free from material misstatement, whether due to – the directors’ statement that they consider that the annual fraud or error; assessing the Company’s ability to continue as report and financial statements taken as a whole is fair, a going concern, disclosing, as applicable, matters related to balanced and understandable, and provides the information going concern; and using the going concern basis of accounting necessary for shareholders to assess the Company’s unless they either intend to liquidate the Company or to cease position and performance, business model and strategy; operations, or have no realistic alternative but to do so. – the section of the annual report describing the work of the Audit Committee, including the significant issues that Strategic Report the audit committee considered in relation to the financial Auditor’s responsibilities statements, and how these issues were addressed; and Our objectives are to obtain reasonable assurance about – the section of the annual report that describes the review whether the financial statements as a whole are free from of the effectiveness of the Company’s risk management material misstatement, whether due to fraud or error, and to and internal control systems. issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit We are required to review the part of the Corporate Governance conducted in accordance with ISAs (UK) will always detect a Statement relating to the Company’s compliance with the material misstatement when it exists. Misstatements can arise provisions of the UK Corporate Governance Code specified by from fraud or error and are considered material if, individually or the UK Listing Rules for our review, and to report to you if a in aggregate, they could reasonably be expected to influence Governance corporate governance statement has not been prepared by the the economic decisions of users taken on the basis of the Company. We have nothing to report in this respect. financial statements. Based solely on our work on the other information described A fuller description of our responsibilities is provided on the above: FRC’s website at www.frc.org.uk/auditorsresponsibilities. – with respect to the Corporate Governance Statement 9. The purpose of our audit work and to whom we owe disclosures about internal control and risk management our responsibilities systems in relation to financial reporting processes and about share capital structures: This report is made solely to the Company’s members, as a Report – we have not identified material misstatements therein; body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might – the information therein is consistent with the financial state to the Company’s members those matters we are required Independent Auditor’s statements; and to state to them in an auditor’s report and for no other purpose. – in our opinion, the Corporate Governance Statement To the fullest extent permitted by law, we do not accept or has been prepared in accordance with relevant rules of assume responsibility to anyone other than the Company and the Disclosure Guidance and Transparency Rules of the the Company’s members, as a body, for our audit work, for this Financial Conduct Authority. 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) | Financial Statements | | --- | --- | --- | --- | | – 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 | | London – the financial statements and the part of the Directors’ E14 5GH Remuneration Report to be audited are not in agreement with the accounting records and returns; or 28 May 2025 – certain disclosures of directors’ remuneration specified by law are not made; or 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 # Statement of Comprehensive Income for the year ended 31 March 2025 | | Notes | Year ended 31 March 2025 | | | Year ended 31 March 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue €'000 | Capital €'000 | Total €'000 | Revenue €'000 | Capital €'000 | Total €'000 | | Income | 2 | 2,900 | – | 2,900 | 2,194 | – | 2,194 | | Losses on investments at fair value | 7 | – | (22,984) | (22,984) | – | (6,247) | (6,247) | | Currency exchange gains/(losses) | | – | 4 | 4 | – | – | – | | **Gross return** | | **2,900** | **(22,980)** | **(20,080)** | **2,194** | **(6,247)** | **(4,053)** | | Portfolio management and performance fees | 3 | (2,059) | – | (2,059) | (1,801) | – | (1,801) | | Other expenses | 4 | (1,266) | – | (1,266) | (854) | – | (854) | | **Total expenses** | | **(3,325)** | **–** | **(3,325)** | **(2,655)** | **–** | **(2,655)** | | **Net return before taxation** | | **(425)** | **(22,980)** | **(23,405)** | **(461)** | **(6,247)** | **(6,708)** | | Taxation | 5 | (37) | – | (37) | (11) | – | (11) | | **Net return for the period** | | **(462)** | **(22,980)** | **(23,442)** | **(472)** | **(6,247)** | **(6,719)** | | **Basic and diluted return per share (pence)** | 6 | **(0.4)** | **(17.8)** | **(18.2)** | **(0.4)** | **(5.3)** | **(5.7)** | 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 Governoises Independent Auditors' Report Financial Statements Additional Information and Notes of AGIC ODYSLEAN INVESTMENT TRUST PLC 71 ## Statement of Changes in Equity for the year ended 31 March 2025 | | | | Share | | Special | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | premium | | distributable | | Capital | Revenue | | | | | capital | account | | | reserve | reserve | | reserve | Total | | Notes | £’000 | | £’000 | | £’000 | £’000 | | £’000 | £’000 | Year ended 31 March 2025 Opening balance as at 1 April 2024 1,214 53,542 85,475 47,721 (395) 187,557 Net return for the year – – – (22,980) (462) (23,442) Net proceeds from share issuance 10 116 19,281 – – – 19,397 As at 31 March 2025 1,330 72,823 85,475 24,741 (857) 183,512 | | | | Share | | Special | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | premium | | distributable | | Capital | Revenue | | | | | capital | account | | | reserve | reserve | | reserve | To ta l | | 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 The accompanying notes are an integral part of these financial statements. 72 ODYSSEAN INVESTMENT TRUST PLC ## Statement of Financial Position as at 31 March 2025 | | 31 March | | 31 March | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Notes | | £’000 | | £’000 | Non current assets Overview Investments at fair value through profit or loss 7 182,971 182,296 Current assets Trade and other receivables 8 487 1,937 Cash and cash equivalents 1,436 4,935 1,923 6,872 Total assets 184,894 189,168 Strategic Report Current liabilities Trade and other payables 9 (1,382) (1,611) Total liabilities (1,382) (1,611) Governance Total assets less current liabilities 183,512 187,557 Net assets 183,512 187,557 Represented by: Share capital 10 1,330 1,214 Report Share premium account 72,823 53,542 Independent Auditor’s Special distributable reserve 10 85,475 85,475 Capital reserve 24,741 47,721 Revenue reserve (857) (395) Total equity attributable to equity holders of the Company 183,512 187,557 Basic and diluted NAV per ordinary share (pence) 11 137.9 154.4 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 28 May 2025 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 2025 | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | 31 March 2025 | | | 31 March 2024 | | | | | | £’000 | | | £’000 | Reconciliation of net return before taxation to net cash outflow from operating activities Net return before taxation (23,405) (6,708) Losses on investments held at fair value through profit and loss 22,980 6,247 (Increase)/decrease in receivables (357) 267 Increase in payables 20 32 Taxation paid (37) (11) Net cash outflow from operating activities (799) (173) Investing activities Purchases of investments (68,168) (49,680) Sales of investments 46,067 40,346 Net cash outflow from investing activities (22,101) (9,334) Financing activities Net proceeds from share issuance 19,397 13,071 Net cash inflow from financing activities 19,397 13,071 (Decrease)/increase in cash and cash equivalents (3,503) 3,564 Reconciliation of net cash flow movements in funds Cash at the beginning of the year 4,935 1,370 Exchange rate movements 4 1 (Decrease)/increase in cash (3,503) 3,564 Cash at end of year 1,436 4,935 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 2025 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 46-48 James Street, London W1U 1EZ. 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 market Report volatility from trade tariffs and the 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 Financial Statements uncertainties that may cast doubt upon the Company’s ability to continue as a going concern, having taken 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 2025 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 2025. 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. 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 2025 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 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 8 August 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 £67,268,000 as at 31 March 2025 (2024: £57,437,000). 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 ## Notes to the Financial Statements *(continued)* for the year ended 31 March 2025 ### 2. Income | | Year ended 31 March 2025 | | | Year ended 31 March 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Income £'000 | Capital £'000 | Total £'000 | Income £'000 | Capital £'000 | Total £'000 | | **Income from investments*** | | | | | | | | UK dividends | 2,500 | – | 2,500 | 1,825 | – | 1,825 | | Overseas dividends | 245 | – | 245 | 200 | – | 200 | | | 2,745 | – | 2,745 | 2,025 | – | 2,025 | | **Other income** | | | | | | | | Bank interest | 159 | – | 159 | 169 | – | 169 | | Exchange losses | (4) | – | (4) | – | – | – | | **Total income** | **2,900** | **–** | **2,900** | **2,194** | **–** | **2,194** | \* Income from investments is classified by country of incorporation and taxation of the dividend paying investment company. ### 3. Portfolio management fee | | Year ended 31 March 2025 | | | Year ended 31 March 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Portfolio management fee | 2,059 | – | 2,059 | 1,801 | – | 1,801 | | Performance fee | – | – | – | – | – | – | | | 2,059 | – | 2,059 | 1,801 | – | 1,801 | 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 2025, no performance fee has been accrued (2024: £nil). A performance fee is recognised when the performance criteria is met. 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 2025 4. Other expenses | | Year to | | Year to | | --- | --- | --- | --- | | 31 March 2025 | | 31 March 2024 | | | | £’000 | | £’000 | Administration fees – Frostrow Capital 376 404 Overview Administration fees – NSM 54 – Administration fees – Cadam 84 – Directors’ fees* 128 135 Broker fees 62 60 Auditor fees** 67 63 Custody fees 28 29 Registrar fees 29 19 Other expenses *** 438 144 Strategic Report 1,266 854 * 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 decrease in total Directors’ fees from 2024 is mainly due to the reduction of one Director from the Board during the current year and the new Chair receiving the full year salary. 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 (2024: none) during the year. *** Other expenses includes £300,000 of fees relating to the tender offer undertaken during the year to 31 March 2025. Governance 5. Taxation Year ended 31 March 2025 Year ended 31 March 2024 Revenue Capital Total Revenue Capital To ta l £’000 £’000 £’000 £’000 £’000 £’000 Analysis of charge in year Current tax: Overseas withholding tax suffered 37 – 37 11 – 11 Report 37 – 37 11 – 11 Independent Auditor’s Financial Statements and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 79 ## Notes to the Financial Statements (continued) for the year ended 31 March 2025 ### 5. Taxation (continued) The current taxation charge for the year is the standard rate of Corporation Tax in the UK of 25% (2024: 25%). The differences are explained below: | | Year ended 31 March 2025 | | | Year ended 31 March 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Net return before taxation | (425) | (22,980) | (23,405) | (461) | (6,247) | (6,708) | | Theoretical tax at UK corporation tax rate of 25% (2024: 25%) | (106) | (5,745) | (5,851) | (115) | (1,562) | (1,677) | | Effects of: | | | | | | | | UK dividends that are not taxable | (625) | – | (625) | (456) | – | (456) | | Overseas dividends that are not taxable | (61) | – | (61) | (50) | – | (50) | | Non-taxable investment losses | – | 5,745 | 5,745 | – | 1,562 | 1,562 | | Irrecoverable overseas withholding tax | 37 | – | 37 | 11 | – | 11 | | Unrelieved excess management expenses | 792 | – | 792 | 621 | – | 621 | | | 37 | – | 37 | 11 | – | 11 | #### Factors that may affect future tax charges At 31 March 2025, the Company had no unprovided deferred tax liabilities (2024: £nil). At that date, based on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £18,410,000 (2024: £15,244,000) that are available to offset future taxable revenue. A deferred tax asset of £4,603,000 (2024: 3,811,000) 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 128,803,537 (2024: 116,957,728). 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 2025 7. Investments held at fair value through profit or loss | | | As at | | As at | | | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | | | | 2025 | | 2024 | | | | | £’000 | | £’000 | | | Opening book cost 192,012 182,942 | | | | | Overview | Opening unrealised investment holding losses (9,716) (2,548) Opening fair value 182,296 180,394 Analysis of transactions made during the year Purchases at cost 67,919 49,550 Sales proceeds received (44,260) (41,404) Gains on sales of investments 9,827 924 Strategic Report Unrealised losses on investment holding (32,811) (7,168) Closing fair value 182,971 182,296 Closing book cost 225,498 192,012 Closing unrealised investment holding losses (42,527) (9,716) Closing fair value 182,971 182,296 Governance Transaction costs 318 246 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. Report Independent Auditor’s 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). Financial Statements – Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 81 ## Notes to the Financial Statements (continued) for the year ended 31 March 2025 7. Investments held at fair value through profit or loss (continued) 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 2025 As at 31 March 2024 Total Level 1 Level 2 Level 3 To ta l Level 1 Level 2 Level 3 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Quoted at fair value 182,971 182,971 – – 182,296 182,296 – – Total 182,971 182,971 – – 182,296 182,296 – – There were no transfers between levels during the year. During the year ended 31 March 2024, £8,685,000 of level 2 investments were transferred to level 1 as the volume and frequency of trading in these assets had increased sufficiently so that the assets were classified as being valued with quoted prices in an active market. The Company held interests of 3% or more of any share class in seven investee companies (2024: eight investee companies). Valuation % of £’000 voting rights Xaar 26,410 19.6 Dialight 8,400 17.5 Flowtech Fluidpower 5,985 16.6 Gooch and Housego 14,546 12.8 XP Power 20,299 9.5 James Fisher and Sons 11,704 7.5 NCC Group 26,410 6.0 8. Trade and other receivables | | As at | | As at | | --- | --- | --- | --- | | 31 March | | 31 March | | | | 2025 | | 2024 | | | £’000 | | £’000 | Due from brokers – 1,807 Dividend income receivable 378 62 Other receivables 109 68 487 1,937 82 ODYSSEAN INVESTMENT TRUST PLC ## Notes to the Financial Statements (continued) for the year ended 31 March 2025 9. Trade and other payables | | | As at | | As at | | | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | | | | 2025 | | 2024 | | | | | £’000 | | £’000 | | | Due to brokers 726 975 | | | | | Overview | Portfolio management fees 478 463 Other payables 178 173 1,382 1,611 10. Share capital Year ended 31 March 2025 Year ended 31 March 2024 Number of Number of Strategic Report Shares £’000 Shares £’000 Issued and fully paid: Ordinary shares of 1p: Balance at beginning of the year 121,452,053 1,214 112,945,053 1,129 Shares issued during the year 11,642,159 116 8,507,000 85 Governance Balance at end of the year 133,094,212 1,330 121,452,053 1,214 The Company currently has no shares in treasury. During the year, the Company issued 11,642,159 new ordinary shares (2024: 8,507,000). 11. Net asset value per ordinary share The basic net asset value per ordinary share is based on net assets of £183,512,000 (2024: £187,557,000) and the Report number of ordinary shares in issue of 133,094,212 (2024: 121,452,053). 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 2025 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 £18,297,000 (2024: £18,230,000). 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 three investments in foreign currencies as at 31March2025 (2024: one). 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 2025 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 | | | | 2025 | | 2024 | | | £’000 | | £’000 | Euro 7,146 7,609 CAD 7,092 – 14,238 7,609 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 Canadian Dollar. | | | As at | | As at | | | As at | | As at | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | 31 March | | 31 March | | | | | 2025 | | 2024 | | | 2025 | | 2024 | | Strengthened | | | Weakened | | Strengthened | | | Weakened | | | | | £’000 | | £’000 | | | £’000 | | £’000 | Governance Euro (649) 794 (692) 845 CAD (645) 788 – – (1,294) 1,582 (692) 845 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 Report level of income receivable on cash deposits. Independent Auditor’s The Company’s bank balances are subject to a variable rate of interest, it does not generate significant income 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 2025 of £1,436,000 (2024: £4,935,000), a 1% increase in interest rates would increase the revenue return and net assets by £14,000 (2024: £49,000) and a fall of 1% in interest rates would have the opposite effect on the Company’s revenue return and net assets. Financial Statements The Portfolio Manager actively manages the cash positions of the Company. and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 85 ## Notes to the Financial Statements *(continued)* for the year ended 31 March 2025 ### 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 £1,436,000 (2024: £4,935,000) 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 Bank, UK 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 2025 was £2,059,000 (2024: £1,801,000), of which £478,000 (2024: £463,000) was outstanding at 31 March 2025. Fees paid to the Company's Directors and Directors' shareholdings, are disclosed in the Directors' Remuneration Report. At the year end, £7,000 of outstanding fees was payable to Directors (2024: £nil). ### 14. Subsequent events Since the year end, the Company has issued 700,000 Ordinary Shares for net proceeds of £896,000, after purchase costs of £5,000. 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 133,094,212 as at 31 March 2025 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 Half Yearly Reports, Barclays Smart Investor www.barclays.co.uk/smart-investor Stock Exchange announcements and further information Bestinvest www.bestinvest.co.uk on the Company can be obtained from its website: Charles Stanley Direct www.charles-stanley-direct.co.uk www.oitplc.com. Halifax Share Dealing www.halifaxsharedealing- online.co.uk/ Share register enquiries Hargreaves Lansdown www.hl.co.uk The register for the ordinary shares is maintained by Equiniti HSBC www.hsbc.co.uk/investments Limited. In the event of queries regarding your holding, iDealing www.idealing.com please contact the Registrar on 0371 384 2030. Changes interactive investor www.ii.co.uk of name and/or address must be notified in writing to the iWeb www.iweb-sharedealing.co.uk/ Registrar, at the address shown on page 101. You can check share-dealing-home.asp your shareholding and find practical help on transferring shares or updating your details at www.shareview.co.uk. Risk warnings Past performance is no guarantee of future performance. Key dates The value of your investment and any income from it may Company’s year end 31 March go down as well as up and you may not get back the amount invested. This is because the share price is determined by Annual results announced May/June the changing conditions in the relevant stock markets in AGM September which the Company invests and by the supply and demand Company’s half-year end 30 September for the Company’s shares. As the shares in an investment Half-yearly results announced November/December trust are traded on a stock market, the share price will fluctuate in accordance with the supply and demand and may not reflect the underlying net asset value of the shares; Association of Investment Companies where the share price is less than the underlying value of the The Company is a member of the AIC, which publishes assets, the difference is known as the ‘discount’. For these monthly statistical information in respect of member reasons investors may not get back the original amount companies. The AIC can be contacted on 020 7282 invested. Although the Company’s shares are denominated 5555, enquiries@theaic.co.uk or visit the website: in sterling, it may invest in stocks and shares which are www.theaic.co.uk. 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 ## Glossary AGM Gearing Annual General Meeting 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 AIC assets grow, the shareholders’ assets grow proportionately Association of Investment Companies more because the debt remains the same. If the Company’s Overview assets fall, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely Alternative Performance Measure (‘APM’) impact performance in falling markets. The Company had An APM is a numerical measure of the Company’s current, no borrowings during the year (2024: nil). historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. IPO Initial public offering Comparator Index Total Return Strategic Report The Company’s Comparator Index is the DNSC (Deutsche M&A Numis Smaller Companies Index) ex IC plus AIM Total Mergers and acquisitions Return Index. The benchmark is used only as a yard stick to compare investment performance. NAV Total Return (APM) NAV total return is the closing NAV per share including 1 May any cumulative dividends paid as a percentage over the Year to Year to 2018 to opening NAV. NAV total return is an alternative way 31 March 31 March 31March Governance 2025 2024 2025 of measuring investment management performance of investment trusts which is not affected by movements in Closing index 15,581 15,636 15,581 a the share price. Opening Inception index 15,636 15,187 14,955 b | | | Year to | | Year to | | | to | | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | 31March | | | | Index total | | 2025 | | 2024 | | 2024 | | Report return (0.4)% 3.0% 4.2% c=(a-b)/b Closing NAV per Independent Auditor’s share (p) 137.9 154.4 137.9 a Cost Opening | The book cost of each investment is the total acquisition | NAV per | | --- | --- | | value, including transaction costs, less the value of any | share (p) 154.4 160.4 100.0 b | | disposals or capitalised distributions allocated on a | Dividend | | weighted average cost basis. | reinvested | (p) – – – ESG Financial Statements NAV total Environmental, social and governance return (10.7)% (3.7%) 37.9% c=(a-b)/b and Notice of AGM Additional Information 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 as a different dividend policies. The combined effect of any percentage of the average monthly net assets of the Company dividends paid, together with the rise or fall in the share during the year as disclosed to the London Stock Exchange. price. This is calculated by the movement in the share price Performance fees are excluded from thecalculation. plus dividend income reinvested by the Company at the prevailing share price. | | 31 March | | 31 March | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | | | | | | | | | | | | 31 March | | 31 March | | | Ongoing charges per Note 3 | | | | | Share Price Total Return | | 2025 | | 2024 | and 4 3,325,000 2,655,000 Closing share price (p) 134.5 155.5 a Less: one off legal fee (relating Opening share price (p) 155.5 164.0 b to tender offer) (300,000) – Dividend reinvested (p) – – Total for ongoing charges 3,025,000 2,655,000 a Average net asset value 206,067,885 179,954,000 b Share price total return (13.5)% (5.2%) c=(a-b)/b Ongoing charges figure 1.47% 1.48% c=a/b UCITS P/E Undertakings for the Collective Investment in Transferable Price earnings ratio Securities R&D Volatility Research and development The term volatility describes how much and how quickly the share price or net asset value has tended to change in TMT the past. Those investments with the greatest movement Technology, media and telecom in their share prices are known as having high volatility, whereas those with a narrow range of change are known as having low volatility. Share price premium/discount to NAV per share (APM) 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 2025 2024 Closing NAV per share (p) 137.9 154.4 a Closing share price (p) 134.5 155.5 b Premium (2.5)% 0.7% 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 seventh 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 Thursday, 4September 2025 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 2025. 2. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2025. 3. To approve the Company's Remuneration Policy. 4. To re-elect Ms Linda Wilding 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2025. 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 13,379,421 (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 2026, 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 ## 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 13,379,421 (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 2026, 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 13,379,421 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 2026 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 13,379,421 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 2026 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 2026, 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 NSM Funds (UK) Limited Company Secretary 28 May 2025 Registered Office: 46-48 James Street, London W1U 1EZ 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 Tuesday, 2 September2025. 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 Tuesday, 2September 2025 (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 Tuesday, 2 September 2025 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. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Report Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 noon on Tuesday, 2 September Independent Auditor’s 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy. 4. 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 by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for 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. Financial Statements 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. 6. As at 27 May 2025 (being the latest practicable date prior to the publication of this notice), the Company’s issued and Notice of AGM share capital amounted to 133,794,212ordinary shares carrying one vote each. Therefore, the total voting rights of Additional Information the Company as at the date of this notice of meeting were 133,794,212. ODYSSEAN INVESTMENT TRUST PLC 95 ## Notice of Annual General Meeting (continued) 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 proxies in accordance with note 1. 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 OIT@usm.group. 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 457 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 96 ODYSSEAN INVESTMENT TRUST PLC ## Notice of Annual General Meeting (continued) 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. 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 Overview 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. 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 2025 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. Resolution 3 – To approve the Company's Remuneration Policy. The Company's Remuneration Policy is set out on page 62 of the Annual Report. Resolutions 4 to 7 – Re-election of Directors Resolutions 4 to 7 deal with the re-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 £133,794, 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 £133,794,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 ## 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 2026 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 £133,794, 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 £133,794, 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 2026 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 | | --- | | Strategy Report | | Governance | | Independent Auditors' Report | | Financial Statements | | Additional Information | | MANUFACTURER | 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 2026, 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 2026, 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 | 6 Stratton Street | | Peter Hewitt | Mayfair | | Richard King | London W1J 8LD | | Neil Mahapatra | Tel: 020 7640 3280 | Overview Email: info@odysseancapital.com Company Secretary and Registered Office website: www.odysseancapital.com NSM Funds (UK) Limited | 46-48 James Street | Broker | | --- | --- | | London W1U 1EZ | Winterflood Securities Limited | | Email: OIT@nsm.group | Riverbank House | 2 Swan Lane Auditor London EC4R 3GA KPMG LLP Strategic Report | 15 Canada Square | Investor Relations | | --- | --- | | Canary Wharf | Cadarn Capital Limited | | London E14 5GL | WeWork, Moor Place | 1 Fore Street Avenue Registrar London EC2Y 9DT Equiniti Limited Aspect House Solicitor Spencer Road Gowling WLG (UK) LLP Governance Lancing 4 More London Riverside West Sussex BN99 6DA London SE1 2AU Shareholder Helpline: +44 (0) 371 384 2030* Custodian* website: www.equiniti.com CACEIS Bank, UK Branch * Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding Broadwalk House public holidays in England and Wales). 5 Appold Street Notifications of changes of address and enquiries London EC2A 2DA Report regarding share certificates or dividend cheques should * See page 33 for further information. be made in writing to the Registrars quoting your Independent Auditor’s shareholder reference number. Registered shareholders Corporate website can obtain further details of their holdings on the internet www.oitplc.com by visiting www.shareview.co.uk The Company is a small registered UK AIFM and so it is not subject to UK sustainable investment labelling and disclosure requirements. Whilst also out-of-scope of the anti-greenwashing rules, the Company will apply them. For more information on the UK sustainable investment labelling and disclosure requirements, please check the Financial Statements FCA webpage https://www.fca.org.uk/consumers/ sustainable-investment-labels-greenwashing and Notice of AGM Additional Information ODYSSEAN INVESTMENT TRUST PLC 101 Shareholder warning 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’. 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. 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! CBP029867 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 46-48 James Street, London W1U 1EZ www.oitplc.com Perivan.com 270513 Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2025 ## INVESTMENT TRUST PLC ### Annual Report and Financial Statements for the year ended 31 March 2025 Company Registered Number: 11121934 www.oitplc.com INVESTMENT TRUST PLC