Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2026
INVESTMENT TRUST PLC
Annual Report and Financial Statements
for the year ended 31 March 2026
ODYSSEAN INVESTMENT TRUST PLC
About Us
Odyssean Investment Trust PLC (the “Company” or “OIT”) is an investment trust whose
ordinary shares are admitted to the closed-ended investment funds category of the Official
List of the Financial Conduct Authority (“FCA”) and traded on the main market of the
London Stock Exchange (“LSE”). The Company had total net assets of £239.9m or 172.4p
per share as at 31 March 2026.
The Board of the Company comprises five non-executive Directors, all of whom are independent of the portfolio
manager, Odyssean Capital LLP (“Odyssean Capital” or the “Portfolio Manager”). For further details please see
pages 42and 43.
ODYSSEAN INVESTMENT TRUST PLC
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Strategic Report
Independent Auditor’s
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Governance
Financial Statements
Additional Information Overview
Contents
1 OVERVIEW
2 Investment Objective
3 Investment Policy
5 Financial Summary
6 STRATEGIC REPORT
7 Chairman’s Statement
10 Portfolio Manager’s Report
19 Portfolio of Investments
20 Distribution of Investments
21 Business Review
33 Risk Management
41 GOVERNANCE
42 Board of Directors
44 Directors’ Report
48 Corporate Governance Statement
54 Audit Committee Report
57 Directors’ Remuneration Report
61 Statement of Directors’ Responsibilities
63 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ODYSSEAN INVESTMENT
TRUST PLC
68 FINANCIAL STATEMENTS
69 Statement of Comprehensive Income
70 Statement of Changes in Equity
71 Statement of Financial Position
72 Cash Flow Statement
73 Notes to the Financial Statements
85 ADDITIONAL INFORMATION
86 Shareholder Information
87 Glossary
89 Corporate Information
ODYSSEAN INVESTMENT TRUST PLC
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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.
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Independent Auditor’s
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Investment Policy
The Company primarily invests in smaller
company equities quoted on markets operated
by the London Stock Exchange, where the
Portfolio Manager believes the securities
are trading below intrinsic value and where
this value can be increased through strategic,
operational, management and/or financial
initiatives. Where the Company owns an
influencing stake, it will engage with other
stakeholders to help improve value. The
Company may, at times, invest in securities
quoted on other recognised exchanges and/or
unquoted securities.
It is expected that the majority of the portfolio by value
will be invested in companies too small to be considered
for inclusion in the FTSE 250 Index, although there are no
specific restrictions on the market capitalisation of issuers
into which the Company may invest.
The portfolio will typically consist of up to 25 holdings,
with the top 10 holdings accounting for the majority of
the Company’s aggregate Net Asset Value (“NAV”) across
a range of industries. The Company will adhere to an
exclusion-based investment approach to avoid investment
in companies involved in activities the Company deems
unethical and/or unsustainable.
The Company may hold cash in the portfolio from time to
time to maintain investment flexibility. There is no limit
on the amount of cash which may be held by the Company
from time to time.
Investment restrictions
– No exposure to any investee company will exceed
15 per cent. of Net Asset Value at the time of investment.
– The Company may invest up to 20 per cent. of Gross
Assets at the time of investment in unquoted securities
where the issuer has its principal place of business in
the UK.
– The Company may invest up to 20 per cent. of Gross
Assets at the time of investment in quoted securities
not traded on the London Stock Exchange.
– The Company will not invest more than 10 per cent.,
in aggregate, of Gross Assets at the time of investment
in other listed closed-end investment funds.
Ethical and sustainability investment restrictions
The Company will not invest
1
in companies which derive
any revenue from, or are engaged in:
– the production or direct distribution of pornography;
– the manufacture, production or retail of controversial
weapons
2
(e.g. chemical, biological or nuclear weapons,
cluster munitions, landmines), civilian firearms and
ammunition;
– the manufacture of alcohol and tobacco products;
– the ownership or operation of gambling facilities;
– sub-prime and/or predatory lending;
– oil and gas production (both conventional and
unconventional, including shale oil and gas, coal seam
gas, coal bed methane, thermal coal, tar sands, Arctic
onshore/offshore deepwater, shallow water and other
onshore/offshore) extraction and refining;
– animal experimentation or animal testing, (a) where
there is a proven alternative and/or where testing
is not mandated by regulation; or (b) where there is
no proven alternative and/or the experimentation
or testing is mandated by regulation, but where the
investee company is not adhering to the “three Rs”
ethics of Replacement, Reduction and Refinement.
The Company will not invest more than 10 per cent., in
aggregate, of Gross Assets at the time of investment in
companies involved in distributing, licensing, retailing or
supplying tobacco and/or alcohol beverage products.
1
The Company will base its analysis of an investee company’s revenues and
activities on publicly available information, and will exclude revenues and
activities that are considered to be de-minimis, being those that represent less
than 1% of the investee company’s revenue.
2
Controversial weapons are those that have an indiscriminate and
disproportional humanitarian impact on civilian populations, the effects of
which can be felt long after military conflicts have ended.
ODYSSEAN INVESTMENT TRUST PLC
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Investment Policy (continued)
Borrowings
The Company does not intend to incur borrowings for
investment purposes, although the Company may, from
time to time, utilise borrowings over the short term for
working capital purposes up to 10 % of Net Asset Value at
the time of borrowing.
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.
ODYSSEAN INVESTMENT TRUST PLC
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Independent Auditor’s
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Additional Information Overview
Results for the period As at 31 March 2026 As at 31 March 2025 Change
Shareholders’ funds £239.9m £183.5m 30.7%
NAV per share 172.4p 137.9p 25.0%
Share price per share 172.5p 134.5p 28.3%
Share price premium/(discount) to NAV per share
#
0.1% (2.5)%
Year ended
31 March 2026
Year ended
31 March 2025
Revenue return per ordinary share* (0.6)p (0.4)p
Capital return per ordinary share* 34.7p (17.8)p
Total return per ordinary share* 34.1p (18.2)p
NAV total return per ordinary share
#
25.0% (10.7)%
NSCI ex IT plus AIM Total Return Index
#
* 11.0% (0.4)%
Cost of running the Company
Year ended
31 March 2026
Year ended
31 March 2025
Annualised ongoing charges
#
1.49% 1.47%
# Alternative Performance Measures (see Glossary beginning on page 87).
* Used by the Company as comparator, not a Benchmark. Source: Bloomberg.
Past performance is not a guide to future performance.
Financial Summary
Strategic Report
STRATEGIC REPORT
7 Chairman’s Statement
10 Portfolio Manager’s Report
19 Portfolio of Investments
20 Distribution of Investments
21 Business Review
33 Risk Management
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ODYSSEAN INVESTMENT TRUST PLC
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Additional Information Overview
Chairman’s Statement
Introduction
I am pleased to present the Annual Report and Financial
Statements for Odyssean Investment Trust PLC (“OIT”
or the “Company”) covering the period from 1 April 2025
to 31 March 2026.
Performance
Over the period, the net asset value per share (‘NAV per
share’) of your Company rose by 25.0 % in another volatile
period, exceeding the 11.0% return of the broader UK
smaller company market. It was very much a period of two
distinct halves, with a strong performance to September
transforming to a more volatile second half, particularly in
the wake of start of the Iran conflict.
UK equities, performed surprisingly well over the period.
Returns were driven by financial services and resource
companies. Unusually, large cap UK equities outperformed
small and mid cap UK equities by some margin.
A driver of the divergent performance between larger and
smaller UK quoted companies was the sell off markets
experienced during the last month of the period in March
2026, as investment markets digested and responded
to the events in Iran and the Gulf. Small and mid sized
companies experienced more significant sell offs than large
cap companies – as is typical in a “risk off ” situation.
In the period under review, the concentration of the
portfolio and the allocation towards more cyclical
industrial companies has started to become a significant
tailwind to performance.
We believe this has been due to a number of factors
including but not limited to:
a) The uncertainties from ‘Liberation Day’ and the
imposition of tariffs waning. It turned out that there
was very limited impact on our portfolio companies;
b) The industrial demand cycle turning positive for
the first time in a few years. This has included the
long awaited recovery in demand for suppliers of
components and systems to the semiconductor
equipment market; and
c) A growing preference from UK investors for UK
quoted companies with international rather than
domestic sales and earnings, as fiscal, policy and
monetary decisions have impacted the growth
prospects of the domestic UK economy negatively.
In my report a year ago I referred to the value creation
potential in the portfolio that the Board and the Portfolio
Manager saw from strategic and operational initiatives
being undertaken by portfolio company management
teams. It is pleasing to see that these initiatives, together
with the upswing in the industrial cycle, are starting to be
delivered, both through improved financial performance
and strengthening outlooks. This in turn has been reflected
in positive share price movements. This “self help” has been
a major driver of both absolute and relatively strong returns
in the last year.
Discount and premium management
The share price has continued to broadly track in line with
the NAV per share over the period, albeit with a little
volatility. The Company’s shares ended the period trading
at a small premium to the NAV.
The Company issued a total of 6.1m shares at a premium
to NAV over the period, which meant that there was no
dilution to existing shareholders. Since the period end and
up to 11 June 2026 a further 1,178,000 shares have been
issued at a premium to NAV.
ODYSSEAN INVESTMENT TRUST PLC
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Dividend
The Directors expect that returns for shareholders will be
driven primarily by capital growth of the shares rather than
dividend income.
Growth of the Company
The strong recovery in performance over the period
alongside continued moderate issuance of new shares
has led to the Company’s NAV reaching an all time high
prior to the Iran conflict. It ended the period at £240m,
a rise of almost 31% since the end of March 2025, and at
11June2026, was £294m.
The Board and the Portfolio Manager believe that
substantial value remains in the portfolio. Increases in
total value of the Company will aid liquidity and attract
new potential buyers, for whom size is an issue, however
the Board and the Portfolio Manager’s primary objective
remains growing the NAV per share over the long term.
The Board and the Portfolio Manager continue to agree
that the investment strategy is not infinitely scalable.
However both parties agree that there appears to be
considerable room for the Company to grow before returns
from the investment strategy risk being diminished, both
through further investments into existing holdings as well
as initiating a small handful of additional investments.
Board of Directors
As part of the managed succession process initiated with
my appointment in 2023, at the AGM in September 2025
Arabella Cecil stepped down from the Board. On behalf
of the whole Board, I would like to thank Arabella for
her considerable contribution and support since the
Company’s IPO.
In February 2026, Michael Sayers was appointed to the
Board as a Non-Executive Director. Michael brings 38
years of experience in investment banking and investment
management, especially in governance and board-level
corporate engagement, latterly as Senior Governance
Advisor at Fidelity International. His experience,
judgement and insight are a valuable addition to the Board.
AIFM Appointment and Balance Sheet Flexibility
The Board and Portfolio Manager have recently considered
the Company’s AIFM status in light of the evolving
regulatory environment. They are also exploring the
possibility of employing short-term gearing of up to 10%
of NAV for example, to bridge the gap between a portfolio
company takeover announcement and actual cash receipt,
avoiding performance drag. Should the Board decide
that a short-term borrowing facility would be beneficial,
any required change to the Company’s borrowing policy
would be put to Shareholders for approval.
Shortly after the period end, after careful consideration
by the Board, Odyssean Capital LLP was appointed as
the Company’s alternative investment fund manager
(“AIFM”). This reflects the Company’s anticipated growth,
upcoming regulatory changes which, in the opinion of
the Board and Portfolio Manager, are highly likely to
necessitate the change within the next 12-18 months, and
the need for greater balance sheet flexibility.
Previously, the Company was internally managed as a
small registered AIFM with the FCA, delegating portfolio
management to Odyssean Capital LLP. Under the new
structure, Odyssean Capital LLP provides full portfolio
and risk management services. The material contractual
terms remain unchanged.
Following this appointment, CACEIS UK Trustee and
Depositary Services Ltd (the “Depositary”) was appointed
to provide depositary services to the Company pursuant
to the AIFM rules. The Depositary has delegated all or
part of its safekeeping functions to the current custodian,
CACEIS Bank, UK Branch.
The Board and Portfolio Manager maintain that the
investment company structure enables a concentrated
portfolio of less liquid companies held for the longterm.
The investment strategy has delivered significant
outperformance over the long term without
structuralgearing.
Chairman’s Statement (continued)
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Chairman’s Statement (continued)
Outlook
Notwithstanding short term market driven volatility
driven by exogenous factors, the Board shares the
confidence of the Portfolio Manager in the prospects for
medium and long term growth in the Company’s NAV
pershare.
The fortunes for many UK smaller quoted companies are
tied to the health of the UK economy, which, in the views
of many, absent significant policy change, looks poor for
the foreseeable future. There is a well used adage though
that rather than investing in the “stock market”, in reality
one is investing in a “market of stocks”. The Company’s
investment strategy and its closed ended nature allow the
Portfolio Manager considerable ability to pick companies
to enable an avoidance of parts of the market it deems to
be unattractive, and focus on areas which are conversely
more attractive.
I have previously talked about the three key drivers which
the Portfolio Manager seeks out in portfolio companies
to generate sustainable growth in the Company’s NAV
per share. On average, the Company’s portfolio generates
80% of its revenues from outside the UK, compared with
only c.40% for the average UK quoted smaller company.
Therefore, the health of the UK economy and its political
landscape have very limited impact on the fundamental
investment case of the overwhelming majority of portfolio
companies. In times of uncertainty, this is a key attraction
of the portfolio relative to the broader market.
The other two drivers of sustainable returns previously
mentioned, M&A and self-help being driven by portfolio
company management teams, have started to contribute
meaningfully to performance in the current calendar year.
The Board shares the Portfolio Manager’s view that these
two factors will continue to contribute to returns in the
new financial year. Resolution of the situations at NCC
and Spire Healthcare should allow capital to be re-invested
elsewhere. The Board is confident that the Portfolio
Manager remains able to redeploy capital into investments
which have the potential to deliver higher returns than the
through-the-cycle target of 15% per annum.
The Portfolio Manager, Cadarn Capital Limited (“Cadarn”)
and Winterflood have been working hard to communicate
regularly and effectively with the existing and potential
shareholders. This had led to controlled moderate issuance
of new shares at a premium to the NAV. However just
recently the market fragility has led to some volatility in
the rating of the Company. The Board will continue to
keep a close eye on the rating of the Company.
There is likely to be some continued market volatility
whilst events in the Middle East stabilise. Equally, the
political landscape in the UK remains fluid. However, the
asset class in which the Company invests remains unloved.
Unusually it has underperformed inflation so far this
decade, the first time since we can find records from 1955.
Despite the turmoil of the 1970s, UK smaller companies as
an asset class materially outperformed inflation. Moreover,
data also suggests that industrial companies, to which the
Company’s portfolio currently has significant exposure,
also performed well. Whilst history does not repeat itself,
if the UK does enter a period of stagflation, the portfolio
appears well constructed to make progress.
Linda Wilding
Chairman
16 June 2026
ODYSSEAN INVESTMENT TRUST PLC
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Progress and performance in the period
The 12 months to March 2026 were again characterised
by markedly contrasting phases for equity investors. The
period began with the fall out following “Liberation
Day”. There was considerable market volatility especially
impacting international companies involved in physical
goods manufacture and distribution. The sell off of
these companies triggered a wider sell off in markets in a
somewhat indiscriminate way. In many cases, price moves
seemed to have been exacerbated by low levels of trading
in the parts of the market relevant to our investment
strategy. Where liquidity allowed us to, we have used this
to continue to tactically increase our holdings.
Thereafter followed a couple of months of sharp recovery,
and a period of consolidation over the summer as markets
reassessed the implications of tariffs and concluded that
their economic impact would be more moderate than
originally feared. Global growth indicators remained
resilient, and corporate earnings updates were broadly
in line. The long anticipated UK budget in the autumn
weighed on market sentiment. Loose fiscal policy and
continuous state spending growing way ahead of GDP
worried markets.
As 2026 began, global equity markets then suddenly took
fright at the potential risk of AI to disrupt technology
related services, media and software companies. These
sectors had previously been major outperformers over many
years. Many companies in these areas saw aggressive and
sudden de-ratings, with investors selling indiscriminately
any company where the business model could be disrupted
by AI. Smaller quoted companies potentially impacted by
AI saw high volatility and some severe de-ratings, which
provided both immediate buying opportunities as well as
filling the “hopper” for new potential investment ideas
The hostilities in Iran then nicely rounded off the year
with a further bout of market volatility, where presidential
social media posts drove some quite remarkable intra day
market movements.
Styles and sectors seemed to go in and out of vogue at
different times during the year. At the beginning of the
period, UK quoted companies operating in the industrials
sector, with overseas earnings, were shunned as they were
perceived to be at risk due to US-imposed tariffs. By the
end of the period, the AI -related disruption, combined
with a turn in end market dynamics meant that industrials
were back in favour. Conversely at the beginning of the
period, domestic equities were perceived as a safe haven
with consumer spending holding up well and supported
by a view that interest rates would fall through 2026. By
the end of the period, consumer uncertainty driven by the
budget, a deteriorating housing market and the prospect
of not just no interest rate cuts but potentially increases
through 2026 due to the inflation risk from Iran, led
to UK domestic stocks, especially those exposed to the
UK consumer performing badly. UK GDP growth was
consistently downgraded.
Despite all of these, UK equities performed well over the
period, yet again a reminder of the limited correlation
between equity returns and the economy. Unusually,
large caps outperformed, delivering (more than a 20%
return) almost double the return of small and mid caps,
and almost three times the return of AIM stocks. Over the
long term, UK small and mid cap returns have exceeded
the returns of large caps significantly. Much of the relative
outperformance of large caps was in the last month of the
period, where the risk-off conditions post the initiation
of hostilities in Iran and the Gulf saw small and mid cap
company share prices fall more materially.
In this environment, and after a couple of years of lacklustre
performance, the growth in NAV per share of OIT of 25%
was very pleasing in an absolute sense. On a relative basis,
the performance significantly exceeded that of large cap
UK companies and was more than double the return of the
comparator index, which rose (11)%.
Portfolio Manager’s Report
Stuart Widdowson Ed Wielechowski
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Portfolio Manager’s Report (continued)
The top three positive contributors to performance
through the period were XP Power, Dialight & Gooch
and Housego, which combined contributed around 20%
points of the total performance. All three holdings started
the year at a low ebb they were shunned by investors due to
perceived tariff risks and they were in our view materially
oversold. We were buyers of all of these stocks through
April 2025.
XP Power’s shares rose by 62%. Fears over the impact of
tariffs lifted over the year and the shares began to re-rate
as the company guided the market to trading conditions
having bottomed out. The company’s management team
showed evidence that it had worked hard to control what
was controllable whilst markets were challenging. The
result of this was demonstrated with the January 2026
trading update and final results the following March,
with the company demonstrating its journey to growing
gross margins to the mid 40%s had almost been achieved
despite running at trough manufacturing volumes and
destocking (no mean feat). Moreover, a return to historic
20% operating margins did not require the extent of sales
recovery than perhaps the market had thought. Demand
has started to turn positive as the semiconductor sector
recovers and destocking has ended for industrial and
healthcare clients.
Dialight’s shares rose c.120% through the period as the
fruits of the labours of the management team in place
for two years began to become evident. The progress as
laid out in detail in the interim report, continued, with
the company upgrading profits on a handful of occasions
through the year. At the end of the period, the valuation
of company was equivalent to less than 1x EV/sales, which
we believe fails to reflect full potential, momentum or
strategic value.
Gooch & Housego shares returned 74% across the period.
Like XP Power, the company had suffered over the past
few years from a cyclical downturn in semiconductor
demand, as well as destocking amongst industrial and
healthcare clients. These sectors began to turn towards the
end of the period, alongside incremental demand coming
through from defence applications. In a number of areas
where there is strong global demand forecasts, Gooch is
one of a very small handful of players with the capability
and capacity to satisfy growing demand. Having been
unloved for some time, the shares have begun to re-rate,
supported by a growing order book. Further upside is likely
as orders convert into sales and profit and management-led
initiatives help drive both improved margins and cashflow.
Other notable performers in the year were James Fisher
and PVA Tepla AG, which returned 47% and 166%
respectively.
The multi year transformation we had identified and
backed the management to deliver at James Fisher
made good progress over the period. The potential for
shareholder value this creates, as well as the significant
growth opportunities in its defence division, started to
become recognised by the market. The shares are tightly
held and we were not surprised to see more positive buying
sentiment drive the share price higher.
PVA Tepla AG is a German listed small cap speciality
engineering and metrology group, unusually with 100%
free float. The speciality engineering activities include
designing and manufacturing equipment for growing
crystals used in semiconductor and specialist applications.
We believe this will see a multi-year renaissance driven by
reshoring of these activities from the Far East. The acoustic
metrology business has significant growth potential. Its
capabilities are a leading solution for test and inspection
of semiconductor equipment at various stages of the
production cycle. We believe that acoustic metrology is one
of, if not the optimal, solution for defect identification in
the next generation of “stacked” microchips. After a period
with the share price in the doldrums, growing awareness
of its metrology capabilities and the potential opportunity
have excited investors, who have taken a bullish view of its
prospects in the current semiconductor upcycle.
The largest three detractors to performance were NCC,
Auction Technology Group (“ATG”) and Flowtech,
which combined contributed a negative 4.2% points to
performance over the period.
NCC’s shares delivered a negative total return of 13%
over the year, but were volatile. The company completed
a strategic review of its Escode division, announcing a
sale and subsequent share buyback in February 2026. The
shares did not respond as positively as we had anticipated,
as this news coincided with market concerns relating
to the impact of AI on the remaining cyber security
business as well. Over summer 2025, a leak to the press
highlighted that this business unit was also subject to
a strategic review by the NCC board. Unusually it was
determined that the group was in an offer period. This has
meant that the company’s ability to communicate to the
investment community on the performance and prospects
of the remaining cyber security business has been severely
curtailed – and in our view contributed to the shares
ODYSSEAN INVESTMENT TRUST PLC
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being materially mispriced. The information vacuum and
perceived AI risk also attracted a number of quantitative
short sellers. With the top three shareholders owning
c.45% of the company, shorting the company at a valuation
we believe is substantially below its intrinsic value, is brave.
ATG’s shares were volatile over the year. A new block
shareholder soon appeared on the register buying their way
aggressively (simultaneous to the company buying back
shares) to own more than 20% within a few weeks. Over
the summer, the company released a statement with three
key news items, each of which was perceived as negative
by the market with the combination compounding the
impact. Firstly the company had acquired a loss making
company to augment its Art and Antiques offering, which
in the short term was earnings dilutive. Secondly, as a
result of the acquisition being funded by its balance sheet,
the buyback was halted. Finally the statement included a
concise profit warning statement. Over a twelve month
period, the shares fell 43%. However, the impact on our
portfolio was much less as we had reduced the weighting
significantly during the period when the new shareholder
was aggressively buying its position. We bought back this
stock and more in early calendar 2026 at significantly
lower prices.
Flowtech’s UK end markets continue to remain at a low
ebb, which was reflected in the profit performance last
year. Partly as a result of this and the absolute size of the
company, the shares were friendless. Trading conditions
have been extremely tough for the company. The
management has worked hard to mitigate the worst of the
market impact through tactical M&A (which has added
notably profits for very little capital outlay), improving
inventory turns and developing their online channel. In the
last quarter, the company raised a little capital to acquire Q
Plus, a small Dutch peer. We believe as and when market
conditions improve, the share price should perform well.
Outside of these names, the largest negative performer
detracted 55 basis points from performance.
Portfolio development
The period under review saw portfolio turnover broadly
consistent with prior years.
In total c.£40.4m was used for purchases. c.75% went into
further investments into existing positions spread across
11 investments. The largest two, totalling £10m, were the
repurchase of ATG stock after the price fell, and buying of
NCC on weakness. £3.9m further was invested in Dialight
during Summer 2025 where there was a rare chance to buy
in size from an exiting shareholder. In addition, four new
investments were made, one of which was modest and sold
within the period.
c.£34m was realised via from sales, of which about a third
comprised of full exits. The largest exits were Benchmark
(where we decided not to roll into the private company)
and Stabilus, which was sold as we feared (rightly as it
turned out) that trading would continue to deteriorate
and the share price fall further. The largest partial
realisations were top slicing of Genus and Elementis
(combined £10.5m proceeds) after both had experienced
good outperformance and due to weighting and relative
future performance prospects at the time. This capital was
redeployed.
Portfolio Manager’s Report (continued)
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Additional Information Overview
Portfolio detail
At the end of the period under review, the portfolio comprised 17 companies.
Key updates through the period for each of our top 10 positions are detailed below:
Leading supplier of power supplies and power converters for industrial,
healthcare and semi-conductor end markets
15% NAV
Sector: Industrials
Performance in period
XP Power full year 2025 results showed continued self-help progress and improving momentum through the year.
End markets remained subdued through the first half as customer de-stocking reached its peak, before the second half
showed a return to revenue growth. Pleasingly, forward looking metrics recovered strongly, with order intake rising 28%
year on year, and book to bill increasing to over 1x, demonstrating an improving outlook across the group’s end markets
(notably in semi-conductor equipment) - supporting expectations for continuing progress in 2026. Management
self-help actions were demonstrated by improvements in gross margin and a significant reduction in leverage to 1.2x
through efficient working capital management, both in spite of difficult volume dynamics. The shares rose strongly
towards the end of the period on the improving orders trend and more positive outlook.
Outlook
We believe XP Power has reached an inflection point. With destocking now firmly behind it, recovering momentum in
end markets and a strengthening order book, the fundamentals are increasingly supportive for further progress in value
creation. XP operates in markets with attractive long-term growth characteristics and the group’s reputation as a trusted
designed-in partner to its customers gives it a defensible moat and the right to deliver attractive margins across the cycle.
Its shares continue to trade around the average EV/Sales rating even with revenues in the foot hills of recovery from the
bottom of their cycle. Historically the valuation has always re-rated above the long term average as investors anticipate
strong recovery in sales and profits.
Leading independent provider of software escrow services and cyber
security consulting services
11% NAV
Sector: TMT
Performance in period
The key news from NCC during the period was the long awaited announcement of the disposal of its Escode division. The
outcome of this process was broadly in-line with market expectations, with expected net proceeds of c£252m the majority
of which will be returned to shareholders upon completion of the transaction. On the disposal announcement, the company
also initiated a buyback programme which has returned c.£40m to shareholders. Through the year, trading updates from
the groups remaining Cyber Security division demonstrated improving performance. Following a period of revenue decline
driven by softer demand for transactional, technical assurance services, the end of the year saw the division return to growth
and saw a strong forward looking revenue pipeline. This progress demonstrated the initial success of the managements actions
to pivot the group towards higher quality recurring services areas, and gave good momentum heading into the new year. We
note that following an announcement early in the period, the cyber business has itself been under an ongoing strategic review
by the board of NCC, and we await the outcome of this process.
Outlook
NCC continues to represent, in our view, a compelling opportunity at current valuations. Whilst its end markets continue to
evolve rapidly as technologies change (especially in the age of AI), this change drives a fundamental growth in cyber-attack
surfaces, rising complexity of threats and increasing cost of cyber breaches. All of this creates a growing demand for trusted
expertise in managing cyber risks such as that offered by NCC. The management team has demonstrably improved the
operational quality of the remaining Cyber business with mix shifting towards higher quality managed services and consulting
revenues and we see a path to drive margins to double digits at the same time as continuing to grow the topline. With expected
proceeds from the disposal representing a significant portion of the market cap today, we remain of the view that the group is
materially undervalued on a sum-of-the-parts basis and the value of the potential in the cyber business is overlooked.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
14
Leading manufacturer of LED lighting systems for harsh industrial
environments
10% NAV
Sector: Industrials
Performance in period
Dialight delivered a period of strong operational improvement, with trading updates through the period showing a
material step change in profitability for the group despite ongoing softness in end markets. Gross margins saw a material
expansion rising to over 35% (from c.31% in 2025) driven by improved pricing discipline, lower production costs
and strategic purchasing. We believe the run-rate is materially in excess of 35%. Overheads were also reduced through
headcount reduction and tight cost control, returning the group to profitability. The group also successfully resolved
a long-running US litigation and delivered strong cash generation through working capital management, seeing net
debt/EBITDA fall below 1x. This strong operational performance drove upgrades to market expectations supporting a
strong run in shares through the period.
Outlook
Dialight’s transformation is progressing well and we believe beginning to be appreciated by the wider market. The
management team has rebuilt the cost base and operational model, underpinning the path towards their 11%-13%
operating margin target, which we see as a waypoint not an end point to profitability. We see the next phase of self-help
as focused on driving revenue through improvement in go-to-market and commercial functions. As end markets
improve, success in this next phase of the transformation would support the group in delivering ambitions of mid-single
digit revenue growth. We believe that as Dialight executes on its plan it will be increasingly attractive to both public
market investors and a range of industrial trade acquirors. The current valuation of c.1x EV/Sales does not, in our view,
reflect the earnings potential or its potential strategic value.
Manufacturer of photonics solutions for a variety of industrial end
markets
10% NAV
Sector: Industrials
Performance in period
Gooch & Housego delivered a good year of financial and strategic progress. Results for the year to September 2025 showed
organic revenue growth of c.6% and margins expand to 9.6% on the back of improving revenue mix, operating leverage
and efficiency actions. The standout performer was the Aerospace & Defence segment, which grew revenues 52%, while
industrial markets remained subdued as the end of customer de-stocking rolled through. Management continued to reshape
the portfolio through two bolt-on acquisitions in the year — Phoenix Optical and Global Photonics — which strengthened
the group’s capability in precision optics and defence-adjacent applications. Looking forward, the group’s order book grew
36% providing strong visibility going into 2026, and management flagged that Aerospace & Defence demand was expected
to remain strong with improving momentum in other markets (notably semi-conductor equipment) expected through 2026.
Outlook
Gooch & Housego’s medium-term growth prospects look to have reached a positive inflection point. The group enters
the new financial year with a strong order book, an Aerospace & Defence business growing rapidly, and industrial
markets that appear to be approaching a recovery inflection. The management team has set out a plan to deliver
mid-teen operating margins through manufacturing efficiency improvements and portfolio reshaping — although
progress on margin is taking longer than we originally hoped. We also believe that there is scope for the new CFO to
improve cash generation. The group’s UK and US manufacturing footprint provides resilience to tariffs and we believe
offers increasing strategic value. Its niche positioning in growth areas makes it an attractive asset, which the investment
community is beginning to acknowledge.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
15
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Leading independent designer and manufacturer of industrial inkjet
printheads
9% NAV
Sector: Industrials
Portfolio Manager’s Report (continued)
Performance in period
Xaar made encouraging progress through the year. Full year 2025 revenues grew 12%, with core printhead revenue rising
22%. Growth in newer markets more than offset legacy ceramic tile printing where, after a period of decline, revenues
began to stabilise. A standout area for growth was 3D printing for wax jewellery where Xaar’s print heads have powered a
new product launch for partner Flashforge which has rapidly gained market share. Pleasingly the revenue growth delivered
was accompanied by improving gross margins supported by higher volumes, mix and improved pricing, while tight cost
controls saw the group deliver a step up in operating profit. Operationally, the group opened a new Chinese facility to
support manufacture of ink delivery systems for Asian partners – this site has the scope to offer further efficiencies and
growth potential to the group going forward.
Outlook
We continue to hold a high level of conviction in Xaar’s medium-term prospects. The group has successfully navigated a
prolonged period of weakness in its legacy ceramics market by developing new, higher-quality product applications where
its unique ability to jet highly viscous fluids provides genuine competitive advantage. These areas move Xaar from being
a printing components company to instead being a specialist in fluid deposition with a variety of new applications areas
across 3D and additive manufacturing. While the precise timeline of ramp-up of these opportunities carries uncertainty,
their commercial reality is increasingly proven. We believe the current valuation materially underestimates both the scale
of the opportunity in front of Xaar and its potential strategic value.
Leading producer of specialty chemicals focused on personal care and
coatings markets
9% NAV
Sector: Industrials
Performance in period
Elementis completed a significant strategic transformation during the period, emerging as a focused pure-play specialty
additives business selling to the Personal Care and Coatings end markets. The most important development was the
completion of the sale of the group’s Talc business in May 2025 (and the return of c$50m to shareholders). The disposal
leaves a higher margin, higher growth and we believe higher quality group. Following the disposal the group’s new CEO set
out a revised strategy targeting further cost actions to improve margin and to drive additional investment in new product
development to accelerate top line growth over the medium term. Results during the year showed initial progress, with
cost savings of $18m driving up margins, while revenues remained flat despite ongoing end market headwinds. Further
portfolio rationalisation continued with the announced sale of a non-core pharmaceutical business for approximately
$40m with proceeds expected to be returned to shareholders.
Outlook
With the transformation now largely complete, we believe that Elementis is a materially better quality business than it
was when we initially invested. The removal of the lower-margin, more capital-intensive Talc operations leaves a focused
portfolio of high-margin specialty additives businesses with genuine pricing power and strong positions in growing
end markets. Personal Care benefits from structurally growing demand, particularly for Elementis’s unique hectorite
mineral resources, and the Coatings business has demonstrated resilient margins through the cycle. Management’s
revised strategy targets further margin expansion, topline acceleration and strong cash generation that should support
continued shareholder returns. We see meaningful upside from the current valuation as the market more fully
recognises the quality and earnings potential of this refocused business. The heavy asset backing of the considerable
mineral deposits in the USA provides significant downside protection as well as support to pass on price increases if
inflation accelerates.
ODYSSEAN INVESTMENT TRUST PLC
16
Leading global provider of niche marine services to renewable, energy
and defence sectors
8% NAV
Sector: Business
Services
Performance in period
James Fisher delivered a set of 2025 full year results showing delivery of its transformation plan. Underlying organic
revenue growth was c.4.3% led by a strong progression in the defence division. Underlying operating profit increased
c.56%, with margins improving 250 basis points to 7.6% as management efforts to remove duplicate costs, drive
procurement efficiencies and improve underperforming business areas bore fruit. Net debt fell to c.1.3x EBITDA, with
non-core disposals and working capital release having de-risked the balance sheet. Looking forward, management noted
ongoing supportive end markets across energy and maritime transport with defence remaining particularly strong with
the forward looking orderbook rising to approximately £315m. Further self help actions on supply chain were also
flagged as supporting continued margin progression into 2026.
Outlook
James Fisher has now largely completed the first two phases of its transformation — initially repairing the balance sheet
through non-core disposals and working capital improvements, followed by self-help driven operating improvements
to support margins progression. These steps have now largely been demonstrated, but we continue to see significant
further potential in the group both from continuing delivery towards management’s initial operating margin target of
10% (and beyond), but also the significant revenue opportunity the management team have now begun to set out. We
see a number of revenue areas in James Fisher, led by its defence operations, with the potential to scale meaningfully
over the next five years. With a more solid operational foundation now in place, strong positions in markets with
structural long term tail winds, and business units with unique capabilities we believe James Fisher is well placed to
capitalise on this potential.
Leading global provider of genetics and related services to global
porcine and bovine sectors
6% NAV
Sector: Healthcare
Performance in period
Genus delivered a robust financial performance and strategic progress over the period. Trading updates were positive
showing growth across both the porcine and bovine divisions driven by end market improvements, ongoing new
customer wins and self-help actions to improve margins. The period also saw number of key operational updates. Firstly
April saw the receipt of US FDA approval for the PRP (PRRS-resistant pig) gene edited pig. Although still some years
away from full commercialisation, this disease-resistant pig has the potential to materially transform Genus’s porcine
division financials as well as materially improve pig welfare and farmer economics. Separately, the group also signed a
strategic agreement with Beijing Capital Agribusiness to form a Chinese porcine joint venture. As part of this Genus
receives a $160m cash payment (which will reduce the Net debt/EBITDA multiple below 1x) – and the support of
a strong local partner to develop operations in the largest porcine market in the world – another transformational
opportunity for the group. Finally, in the bovine business, the group’s self-help ‘Value Acceleration Programme’
continued to progress, with management flagging the third phase would target an additional annualised benefit of
approximately £9m from efficiency programs.
Outlook
We remain highly positive on Genus’s medium-term outlook. The business has multiple distinct drivers of value:
continued strong execution in its core porcine genetics business, material ongoing margin improvement in bovine
through the VAP programme, and the beginnings of what could be transformative commercial activity from the PRRS-
resistant pig. The Chinese joint venture positions the group to capture the long-term growth opportunity in what is
the world’s largest pig market. We continue to view the shares as attractive at current levels for what remains a rare, high
quality story with a potential decade long earnings growth trajectory.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
17
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Provider of connected safety monitoring technology and services to
industrial workforces
5% NAV
Sector: TMT
Performance in period
Blackline Safety delivered another year of financial progress. Full year 2025 revenues reached a record c.C$150m
growing c.18%. Within this, annual recurring revenue from software and services of c.C$80m, was up approximately
33% year-on-year with NRR maintained at an exceptional 128%. Against this, the group navigated some near-term
softness in product revenues reflecting macro uncertainty and government-driven purchasing delays in the fire and
hazmat sector. During the period the key operational update was the unveiling of the next-generation of the Group’s
core wearable safety monitor. This new ‘G8’ device represents a material upgrade in capability to its predecessor
supporting an uplift in average selling price and a clearer upsell path of additional software and services functionality
supporting greater customer life time value.
Outlook
Shortly after the end of the period, Blackline announced the terms of a recommended offer for the company from
private equity house Francisco Partners at up to C$9.00 plus a further deferred consideration of C$0.50 per share. This
offer is supported by key holders giving quite hard irrevocables and rolling into the private company. This, and with
shares having risen to the offer level we see it as highly likely to complete and we sold out of our position shortly after
the period end. Our initial investment Blackline has delivered as a highly attractive return of more than 100% in local
currency, in comparison to the comparator index which has been relatively flat. The overall profit is around 80% in local
currency including top ups and an IRR of around 50%. It is disappointing to see such a high quality name with long
term growth potential leave the portfolio at what we perceive to be a price not fully reflecting its long term potential.
Leading provider of online marketplaces for Arts & Antiques and
Industrial & Commercial products
4% NAV
Sector: TMT
Performance in period
ATG performance was challenged during the period. Following a solid start to the year, summer 2025 saw the surprise
announcement of a material and relatively highly priced acquisition alongside a downgrade to full year outlook for
the core business driven by continued end market headwinds and revenue mix shifts. This update was taken poorly by
investors, and coming following a number of communication miss-steps severely damaged market sentiment towards
the stock and drove a material fall in shares. Through the rest of the year ATG delivered on the now reduced expectations
which still included organic revenue growth of 4.4%, EBITDA margins of over 40% and strong cash conversion. This
alongside an appointment of a new CFO and further investment in improving investor relations demonstrated the
company taking actions to start a wider rehabilitation with the market. In early January the weakness in shares saw the
groups largest shareholder FitzWalter Capital attempt to make an opportunistic bid for the whole company, which the
board rightly indicated they would not recommend were it to be formally tabled.
Outlook
We continue to see significant value in ATG. The group continues to hold leading positions across its two core marketplace
verticals with a highly scalable, asset-light business model that generates attractive margins and strong cash conversion.
The group is well positioned to further monetise its leading footprint through further increasing the value it generates
from the transactions it facilitates through upsell of additional value added services across marketing, payments and
shipping. We see significant scope to accelerate ATG’s progression on delivering on its potential, especially given the
recently appointment of a highly regarded CEO well known to us. The likelihood is that organic growth and margins
are likely to be significantly better in 2-3 years than today. Little of this potential appears to be priced into the shares.
The remaining 7 investments represent between c.1% and c.3% of NAV each. These are spread across our core focus
sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive.
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
18
Outlook
Given our focus on UK-quoted smaller companies,
some context on the market environment and portfolio
positioning seems warranted.
We continue to hold concerns about UK private sector
growth prospects. Fiscal policy and an ill-conceived energy
strategy — leaving UK businesses and consumers facing
some of the world’s highest energy costs — were already
acting as a brake on growth.
The prolonged Iran conflict and closure of the Strait
of Hormuz has introduced an inflationary impulse for
commodities, with lagged and category-specific impacts
to follow. The government’s recent attempts to pressure
supermarkets into price controls are unlikely to be
coincidental, given food price inflation typically follows.
The UK’s elevated inflation risk relative to peers is well-
recognised, reflecting decades of de-industrialisation and
the offshoring of energy and food production.
UK interest rates are already higher than most developed-
market peers, reflecting market unease over fiscal
policymaking. Expectations at the start of 2026 were for
two cuts during the year; instead, no cuts have materialised
since February, and markets are now pricing in potentially
two rises before year-end. Rate-sensitive sectors and
consumer discretionary names are under visible pressure in
both earnings and valuations.
Without meaningful reform — on energy, supply-side
regulation, and welfare spending — positive catalysts for
the UK economy are hard to identify.
There is increasing acceptance that the “long big US
technology” trade is perhaps towards the end of its
run. We do wonder if the pending IPO of Space X at a
highly speculative valuation is a signal that large US tech
companies are at the top of their relative performance to
global equity markets.
Our asset class remains, in our opinion, under-owned
by institutional investors and the large wealth managers,
despite its long term superior returns and in our view, the
prospects for attractive returns from this point. There has
appeared to be more interest in learning about our asset
class from wealth managers and other niche investors in
recent periods. We continue to believe at some point in
the not too distant future, our asset class should benefit as
capital rotates away from US large cap technology stocks.
Within our markets, our continued focus on UK-quoted
smaller companies with predominantly global revenues
has served us well of late, insulating the portfolio from
domestic dysfunction. We intend to maintain this bias
until there is tangible evidence of political will to address
the structural issues described above.
Domestically-oriented companies reliant on construction
activity and consumer spending appear superficially cheap
but both lack near-term positive catalysts and are at risk of
further disappointment. We may revisit this view in the six-
to-nine months ahead of the next General Election.
Within the existing portfolio, we continue to see good
upside over the medium term as strategic and operational
transformations continue to gain momentum. Post the
period end, further progress and momentum across many
portfolio companies is evident. In addition, end market
dynamics continue to strengthen from a multi year hiatus
(specifically semiconductor and general industrial demand
benefitting XP Power and Gooch & Housego amongst
others).
These cyclical recoveries are also being augmented by
structural growth themes, including: growing defence demand
(Gooch & Housego and James Fisher), and technological
change such as the digitisation of manufacturing (Xaar).
Notwithstanding the very recent renewal of hostilities in
the Gulf, the NAV per share has performed well since the
period end, driven by a number of positive style factors
above, as well as selective corporate activity. Blackline
Safety was subject to a recommended bid from Francisco
Partners, a leading US technology private equity firm.
We sold the position prior to completion to re-invest in
three new positions, all of which were held by a broader
peer fund which was liquidating assets. Spire Hospitals is
subject to bid interest from Tosca, a major shareholder.
NCC has completed it sale of the Escode division and
committed to return a further £185m to shareholders.
Since we launched the Company some eight years ago, there
have been multiple geopolitical, global events, allied with
domestic political uncertainty, which have led to higher
market volatility than had been the case in the aftermath
of the Global Financial Crisis. These events by their nature
are difficult to predict and more volatility is probably here
to stay for the foreseeable future. In this environment,
we believe that many of the portfolio attributes (niche
market leadership, attractive positions in the supply chain,
geographically diverse revenues, self-help) should help the
Company’s NAV per share make further progress whilst we
await improved sentiment towards the broader asset class.
Despite the recent strong performance, in aggregate the key
portfolio holdings remain valued attractively compared
with their long term history. Even where stocks have
seen re-ratings anticipating growth/recovery, valuations
are not stretched. This implies good long term valuation
protection and opportunities for tactical rebalancing as we
navigate the current bout of uncertainty.
Stuart Widdowson & Ed Wielechowski
16 June 2026
Portfolio Manager’s Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
19
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Top ten equity investments 186,268 208,045 86.8%
Other equity investments 43,061 30,774 12.7%
Total equity investments 229,329 238,819 99.5%
Cash and other net current assets 1,114 0.5%
Net assets 239,933 100.0%
* Other equity investments include seven investments, each represents between 2.8% and 0.7% of NAV. These are spread across our core focus sectors and all offer
scope to scale, subject to further due diligence and pricing remaining attractive.
Portfolio of Investments
as at 31 March 2026
Company Sector
Country of
Listing
Cost
£’000
Valuation
£’000
% of
Net Assets
XP Power Industrials UK 36,403 34,998 14.6%
NCC Group TMT UK 33,266 25,476 10.6%
Dialight Industrials UK 18,859 25,020 10.4%
Gooch and Housego Industrials UK 16,166 24,618 10.3%
Xaar Industrials UK 24,651 21,046 8.8%
Elementis Industrials UK 13,727 20,757 8.7%
James Fisher and Sons Business Services UK 12,391 19,295 8.0%
Genus Healthcare UK 11,439 15,405 6.4%
Blackline Safety TMT CAD 8,199 11,410 4.8%
Auction Technology Group TMT UK 11,167 10,020 4.2%
ODYSSEAN INVESTMENT TRUST PLC
20
Portfolio holdings
(% of net assets)
14.6%
10.6%
10.4%
8.8%
8.7%
8%
6.4%
10.3%
4.2%
4.8%
12.7%
■ XP Power
■
NCC Group
■
Dialight
■
Gooch and Housego
■
Xaar
■
Elementis
■
James Fisher and Sons
■
Genus
■
Blackline Safety
■
Auction Technology Group
■
Other Equity Investments
Geographical revenue exposure
(% of invested capital)
35%
UK
US
Europe
Rest of the
World
20%
18%
27%
Holdings by sector
(% of net assets)
8.8%
55.6%
15.5%
19.6%
Cash and
other net
current assets
Industrials
TMT
Business
Services
Healthcare
0.5%
Market capitalisation
(% of invested capital)
62.6%
15.8%
21.6%
Below £150m
£150m-£750m
Over £750m
as at 31 March 2026
As at 31 March 2026, the net assets of the Company were £239.9m.
Distribution of Investments
ODYSSEAN INVESTMENT TRUST PLC
21
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
The Strategic Report, set out on pages 6 to 40, contains a
review of the Company’s business model and strategy, an
analysis of its performance during the financial year ended
31 March 2026 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 18 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 22 to 27.
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 2026 and Strategic
Review
Throughout the year ended 31 March 2026, 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 NSM Funds
(UK) Limited undertook all strategic and administrative
activities on behalf of the Board, which retained overall
responsibility.
Purpose
The purpose of the Company is to achieve predominantly
capital growth in our shareholders’ wealth over time.
It aims to achieve this by using its closed-ended structure
to invest in a concentrated number of less liquid,
higher- quality smaller quoted companies, which the
Portfolio Manager believes are undervalued and could
be generating higher returns for their shareholders. The
long-term nature of the Company’s capital enables the
Portfolio Manager to undertake constructive corporate
engagement with the underlying portfolio companies
and their stakeholders, on financial and operating
performance, strategy and sustainability, specifically
ESG practices.
Sustainable improvement in a smaller quoted companies’
financial and operational performance, and ESG practices,
not only benefit the shareholders of the Company, but
also the shareholders and stakeholders in the underlying
portfolio companies.
Investment objective
The investment objective of the Company is to achieve
attractive total returns per share principally through capital
growth over a long-term period.
Investment policy
The Company’s full investment policy is set out on pages3
and 4 and contains information on the policies which the
Company follows, including in relation to borrowings,
derivatives, hedging as well as ethical and sustainability
investment restrictions. The Company invests primarily in
smaller company equities quoted on markets operated by
the London Stock Exchange, where the Portfolio Manager
believes the securities are trading below intrinsic value
and where this value can be increased through strategic,
operational, management and/or financial initiatives.
Business Review
ODYSSEAN INVESTMENT TRUST PLC
22
Any material change to the Company’s investment policy
would require the approval of shareholders by way of an
ordinary resolution at a general meeting and the approval
of the FCA. Non-material changes to the investment
policy may be approved by the Board.
Portfolio analysis
A detailed review of how the Company’s assets have
been invested is contained in the Chairman’s Statement
on pages 7 to 9 and the Portfolio Manager’s Report on
pages 10 to 18. A list of the Company’s investments is
contained in the Portfolio of Investments on page 19.
Dividend Policy
It is the Company’s policy to pursue attractive total returns
principally through growth over the long term. The Company
will comply with the investment trust rules regarding
distributable income, which require investment trusts to
retain no more than 15% of their investment income each
year. The Company will only pay the minimum dividend
required to maintain investment trust status. No dividend will
be proposed for the year ended 31 March 2026.
The Board
The Board of the Company comprises Linda Wilding
(Chairman), Peter Hewitt, Richard King, Neil Mahapatra
and Michael Sayers, all of whom are independent non-
executive Directors. Michael Sayers was appointed on 1
February 2026, all other Directors served during the whole
year under review and up to the date of signing the report.
Michael Sayers will stand for election and all other Directors
will stand for re-election at the forthcoming Annual General
Meeting. Further information on the Directors can be found
on pages42 and 43.
Board Focus and Responsibilities
With the day to day management of the Company
outsourced to service providers the Board’s primary focus at
each Board meeting is reviewing the investment performance
and associated matters, such as, inter alia, future outlook
and strategy, gearing, asset allocation, investor relations,
marketing, and industry issues.
In line with its primary focus, the Board retains responsibility
for all the key elements of the Company’s strategy and business
model, including:
● Investment Objective and Policy, incorporating the
investment guidelines and limits, and changes to these;
● whether the Portfolio Manager should be authorised to
gear the portfolio up to a pre-determined limit;
● review of performance against the Company’s key
performance indicators (“KPIs”);
● review of the performance and continuing appointment
of service providers; and
● maintenance of an effective system of oversight, risk
management and corporate governance.
Details of the principal KPIs, along with details of the principal
risks, and how they are managed, are given on page28.
Section 172 statement
Overview
The Directors’ overarching duty is to act in good faith and
in a way that is the most likely to promote the success of the
Company as set out in Section 172 of the Companies Act
2006. In doing so, Directors must take into consideration
the interests of the various stakeholders of the Company,
the impact the Company has on the community and the
environment, take a long-term view on consequences of
the decisions they make as well as aim to maintaining a
reputation for high standards of business conduct and fair
treatment between the members of the Company.
Fulfilling this duty naturally supports the Company in
achieving its investment objective and helps to ensure that
all decisions are made in a responsible and sustainable way.
In accordance with the requirements of the Companies
(Miscellaneous Reporting) Regulations 2018, the
Company explains how the Directors have discharged
their duty under Section 172 below.
To ensure that the Directors are aware of, and understand,
their duties they are provided with the pertinent
information when they first join the Board as well as
receiving regular and ongoing updates and training on
the relevant matters. Induction and access to training is
provided for new Directors. They also have continued
access to the advice and services of the Company Secretary,
and when deemed necessary, the Directors can seek
independent professional advice. The schedule of Matters
Reserved for the Board, as well as the Terms of Reference
of its committees are reviewed on an annual basis and
further describe Directors’ responsibilities and obligations
and include any statutory and regulatory duties. The Audit
Committee has the responsibility for the ongoing review
of the Company’s risk management systems and internal
controls and, to the extent that they are applicable, risks
related to the matters set out in Section 172 are included
Business Review (continued)
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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.
ODYSSEAN INVESTMENT TRUST PLC
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Stakeholder Board Engagement
Shareholders
Continued shareholder
support and engagement
are critical to existence
of the business and the
delivery of the long-
term strategy of the
Company.
The Board is committed to maintaining open channels of communication and to engage
with shareholders in a manner which they find most meaningful, in order to gain an
understanding of the views of shareholders. These include:
– Annual General Meeting – The Company welcomes and encourages attendance, voting
and participation from shareholders at the AGM, during which the Directors and the
Portfolio Manager are available to discuss issues affecting the Company and answer any
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 availableon
its website and the Annual Report is circulated to shareholders. These reports provide
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
andupdates 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
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.
– 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 89.
– Investor relations updates – At every Board meeting, the Directors receive updates from
the Company’s Broker on the share trading activity, share price performance and any
shareholders’ feedback, as well as updates from the Portfolio Manager and from 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
suggests the presence of a healthy corporate culture.
Business Review (continued)
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Business Review (continued)
Stakeholder Board Engagement
The Portfolio Manager
The Portfolio Manager’s
performance is critical
for the Company to
successfully deliver its
investment strategy and
meet its objective to
provide shareholders
with attractive total
return over a long-term
period.
The management of the Company’s portfolio is delegated to the Portfolio Manager, which
manages the assets in accordance with the Company’s objectives and policies. At each Board
meeting, representatives from the Portfolio Manager are in attendance to present reports to
the Directors covering the Company’s current and future activities, portfolio of assets and
its investment performance over the preceding period.
Maintaining a close and constructive working relationship with the Portfolio Manager is
crucial as the Board and Odyssean Capital both aim to continue to achieve consistent, long-
term returns in line with the Company’s investment objective. Important components in
the collaboration with the Portfolio Manager, representative of the Company’s culture, are:
– 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 29 and 30. 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 2026, no performance fee has
been accrued (2025: £nil).
Portfolio companies
The Company invests into
available opportunities,
allocating capital across
different portfolio
companies to meet the
Company’s investment
objectives within the
pre-defined portfolio
limits and with a focus
on portfolio level
diversification.
The relationship with the Portfolio Manager is fundamental to ensuring the Company
meets its purpose. Day-to-day engagement with portfolio companies is undertaken by the
Portfolio Manager. Details of how Odyssean Capital carries out portfolio management,
as well as information on its differentiated investment approach and the structuring of
investments can be found in the Portfolio Manager’s Report on pages 10 to 18. The Board
receives updates at each scheduled Board meeting from the Portfolio Manager on specific
investments including regular valuation reports and detailed portfolio and returns analyses.
Odyssean Capital’s engagement with portfolio companies incorporates recurring due
diligence reviews, active voting at their annual general meetings, discussions with their
stakeholders (including but not limited to executives, non-executives, other shareholders
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.
ODYSSEAN INVESTMENT TRUST PLC
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Stakeholder Board Engagement
Other service providers
In order to function as
an investment trust with
a listing on the London
Stock Exchange, the
Company relies on
a diverse range of
reputable advisers for
support in meeting all
relevant obligations.
The Company’s main functions are delegated to a number of service providers, each engaged
under separate contracts. The Board, together with NSM as Company Secretary, maintains
regular contact with its key external providers and receives regular reporting from them,
both through the Board and committee meetings, as well as outside of the regular meeting
cycle. Their advice and views are routinely taken into account. This regular interaction
provides an environment where issues and business developments needs can be dealt with
efficiently and collegiately.
The Audit Committee reviews and evaluates the financial reporting control environments
in place at each service provider.
Through its Management Engagement Committee, the Board formally assesses the
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.
Business Review (continued)
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Key topics of engagement with stakeholders and outcomes
Key topics of engagement with investors
● Ongoing dialogue with shareholders concerning the
strategy of the Company, performance, the portfolio
and ESG issues.
Actions taken and principal decisions
● The Portfolio Manager, Cadarn and the Broker meet
regularly with shareholders and potential investors
to discuss the Company’s Strategy, performance, the
portfolio and any ESG issues which might be raised.
● Shareholders are provided with performance updates
via the Company’s website as well as the usual
financial reports and monthly fact sheets.
● The Company’s website was re-designed to enhance
the user experience and information available to
shareholders and potential investors.
Key topics of engagement with the Portfolio Manager on
an ongoing basis
● Portfolio composition, performance, outlook and
business updates as well as ESG engagement with
portfolio companies.
Actions taken and principal decisions
● Updates are received by the Board at every Board
meeting.
Key topics of engagement with other service providers
● The Directors have frequent engagement with the
Company’s other service providers through the
annual cycle of reporting and due diligence meetings
and conversations with the Portfolio Manager. NSM,
as Company Secretary, has regular conversations with
all other service providers on behalf of the Board and
the Management Engagement Committee.
● This engagement is completed with the aim of
maintaining an effective working relationship and
oversight of the services provided.
Actions taken and principal decisions
● No specific action was taken for service providers as
the reviews of their services have been positive and the
Directors believe that their continued appointment is
in the best interest of the Company.
ODYSSEAN INVESTMENT TRUST PLC
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Business Review (continued)
Culture
The Directors agree that establishing and maintaining
a healthycorporate 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 51).
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 31 and 32.
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 18.
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 2026 was 172.4p, compared
to 137.9p per share at the end of the previous year, an increase
of 25.0% (2025: a decrease of 10.7%). The NAV total return
since the launch of the Company on 1May 2018 to 31 March
2026 was 72.4% (to 31 March 2025: 37.9%). The total return
of the DNSC ex IC plus AIM Total Return Index was 15.7%
(to 31 March 2025: 4.2%) for the sameperiod.
A full description of the Company’s performance for the
year ended 31 March 2026 can be found in the Portfolio
Manager’s Report on pages 10 to 18.
Share price total return*
The Company’s share price at the previous year end was
134.5p and increased to 172.5p as at 31 March 2026,
resulting in a return of 28.3% (2025: -13.5%) during the year.
Share price premium/discount to NAV per share*
The share price premium to NAV per share changed from
2.45% at the previous year end to a premium of 0.08% as
at 31March 2026. During the year ended 31 March 2026,
the shares traded at an average discount to NAV per share
of 1.98% (2025: 0.62%).
Revenue return per share
In the year to 31 March 2026, the Company made a
revenue return of -0.6p per share (2025: -0.4pper share).
Ongoing charges*
The Company’s ongoing charges figure for the yearended
31March 2026 was 1.49% (2025:1.47%).
* Alternative Performance Measures (see Glossary beginning on page 87).
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Management Arrangements – Portfolio Manager
Odyssean Capital LLP, from 1 May 2026, was appointed
as the Company’s Alternative Investment Fund Manager,
(“AIFM” or “Portfolio Manager”) in accordance with the
Alternative Fund Managers Directive (“AIFMD”), for the
purposes of providing investment advisory service to the
Company. Prior to this, the Company was an internally
managed investment company for the purposes of the
UK’s Alternative Investment Fund Managers Directive.
Pursuant to the terms of the Alternative Investment Fund
Agreement (“AIFM Agreement”), the Board has delegated
responsibility for discretionary portfolio management
functions to Odyssean Capital LLP as Portfolio Manager,
subject always to the overall supervision and control by the
Board.
The Company may terminate the AIFM Agreement by
giving the Portfolio Manager not less than six months’ prior
written notice. The Portfolio Manager may terminate the
AIFM Agreement by giving the Company not less than six
months’ prior written notice.
Management Fee
The Portfolio Manager is entitled to receive an annual
management fee equal to the lower of: (i) 1% of the NAV
(calculated before deduction of any accrued but unpaid
management fee and any performance fee) per annum; or
(ii) 1% per annum of the Company’s market capitalisation.
The annual management fee is calculated and accrues daily
and is payable quarterly in arrears.
The Portfolio Manager is also entitled to reimbursement
for all costs and expenses properly incurred by it in the
performance of its duties under the AIFM Agreement.
Performance Fee
In addition, the Portfolio Manager is entitled to a
performance fee in certain circumstances.
The Company’s performance is measured over rolling
three-year periods ending on 31 March each year (each a
“Performance Period”), by comparing the NAV total return
per ordinary share over a Performance Period against the
total return performance of the DNSC ex IC plus AIM
Total Return Index (the “Comparator Index”). The first
Performance Period ran from IPO to 31March 2021.
A Performance Fee is payable if the NAV per ordinary share
at the end of the relevant Performance Period adjusted
to: (i)addbackthe aggregate value of any dividends per
ordinary share paid (or accounted as paid for the purposes
of calculating the NAV) to shareholders during the
relevant Performance Period; and (ii) exclude any accrual
for unpaid Performance Fee accrued in relation to the
relevant Performance Period) (the “NAV Total Return per
Share”) exceeds both:
i) the NAV per ordinary share on the first business day
of a Performance Period; in each case as adjusted by
the aggregate amount of (i) the total return on the
Comparator Index (expressed as a percentage); and
(ii) 1% per annum over the relevant Performance
Period (the “Target NAV per Share”);
ii) the highest previously recorded NAV per share as
at the end of the relevant Performance Period in
respect of which a Performance Fee was last paid (the
“High-Water Mark”); and
iii) with any resulting excess amount being known as the
“Excess Amount”.
The Portfolio Manager will be entitled to 10% of the
Excess Amount multiplied by the time weighted average
number of ordinary shares in issue during the relevant
Performance Period to which the calculation date relates.
The Performance Fee will accrue daily.
Payment of a Performance Fee that has been earned
will be deferred to the extent that the amount payable
exceeds 1.75% per annum of the NAV at the end of the
relevant Performance Period (amounts deferred will be
payable when, and to the extent that, following any later
Performance Period(s) with respect to which a Performance
Fee is payable, it is possible to pay the deferred amounts
without causing that cap to be exceeded or the relevant
NAV total return per share to fall below both the relevant
target NAV per share and the relevant High-Water Mark
for such Performance Period, with any amount not paid
being retained and carried forward).
Subject at all times to compliance with relevant regulatory
and tax requirements, any performance fee paid or payable
shall be satisfied in cash and the Portfolio Manager shall,
as soon as reasonably practicable following receipt of
such payment, use 50% of such performance fee payment
to make market purchases of ordinary shares (rounded
down to the nearest whole number of ordinary shares)
within four months of the date of the performance fee
payment as a collective group rather than as individuals.
The collective group includes Ian Armitage, Harwood
Capital Management Limited, Stuart Widdowson and
EdWielechowski.
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
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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 Rule9 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
2026, no performance fee has beenaccrued in respect of the
year ended 31 March 2026 (2025: no performance fee).
Administrator, Company Secretary, Investor
Relations Adviser
The Company Secretary and Administration services for
the Company are provided by NSM and Investor Relations
Adviser services are provided 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
sixmonths’ written notice.
Custodian and Depositary
The Company’s custodian is CACEIS Bank, UK Branch
(“the Custodian”). The Custodian 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.
Following the appointment of Odyssean Capital LLP as
the Company’s AIFM on 1st May 2026, CACEIS UK
Trustee and Depositary Services Ltd (the “Depositary”)
was appointed to provide depositary services to the
Company pursuant to the AIFM rules. Accordingly, the
Custody Agreement was terminated on 1st May 2026.
The Depositary has delegated all or part of its safekeeping
functions to the Custodian. The liability of the Depositary
with respect to the Company’s custodiable assets will not
be affected by the fact that the Depositary has entrusted
safekeeping of the custodiable assets to the Custodian.
Neither the Depositary nor any delegate appointed by it
may re-use any of the Company’s assets without the express
prior written consent of the Company and the AIFM.
The Company, the Depositary or the AIFM may terminate
the Depositary Agreement with not less than three months
notice.
PortfolioManager 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 AIFM
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, pro-
active distribution and investor relations service that aims
to promote the Company by encouraging demand for
theshares.
Cadarn actively engages with professional investors
including discretionary wealth managers, institutions,
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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
the UK. These include regular meetings with “gate keepers”,
the senior points of contact responsible for their respective
organisations’ research output and recommended lists. The
programme of regular meetings also includes autonomous
decision makers within large multi-office groups, as well as
small independent organisations. Some of these meetings
involve Odyssean Capital LLP, but most of the meetings
do not, which means the Company is being actively
represented both to existing and potential investors, while
the Portfolio Manager concentrates on the portfolio.
NSM produces many key corporate documents, monthly
factsheets, annual and half-yearly reports. All Company
information and invitations to investor events, including
updates from the Portfolio Manager on portfolio and
market developments, are regularly emailed to a growing
database, overseen by Cadarn, consisting of professional
investors.
Cadarn maintains close contact with all the relevant
investment trust broker analysts, particularly those from
Winterflood Securities Limited, the Company’s corporate
broker, but also others who publish and distribute
research on the Company to their respective professional
investorclients.
The Company further benefits from regular press coverage,
with articles appearing in respected publications that are
widely read by both professional and self-directed private
investors. The latter typically buy their shares via retail
platforms, which account for a significant proportion of
the Company’s share register.
Employees, Human Rights, Social and
CommunityIssues
The Board recognises the requirement under Companies
Act 2006 to detail information about human rights,
employees and community issues, including information
about any policies it has in relation to these matters and
the effectiveness of these policies. These requirements do
not apply to the Company as it has no employees, all the
Directors are non-executive and it has outsourced all its
functions to third party service providers. The Company
has therefore not reported further in respect of these
provisions, however, it does expect its service providers and
portfolio companies to respect these requirements.
Integrity and Business Ethics
The Company is committed to carrying out business in
an honest and fair manner with a zero-tolerance approach
to bribery, tax evasion and corruption. As such, policies
and procedures are in place to prevent the above. The
Board’s expectations are that its principal service providers
have similar governance policies in place. The Company
Secretary, on behalf of the Board, will seek assurances from
service providers on a regular basis.
Environmental, Social and Governance (“ESG”)
issues
The Company has no employees, property or activities
other than investments, so its direct environmental
impact is minimal. In carrying out its activities and in its
relationships with service providers, the Company aims to
conduct itself responsibly, ethically and fairly.
The Board is comprised entirely of non-executive Directors
and the day-to-day management of the Company’s business
is delegated to the Portfolio Manager. The Portfolio
Manager aims to be a responsible investor and believes it
is important to invest in companies that act responsibly in
respect of environmental, ethical and social issues.
The Portfolio Manager is specifically looking to invest
in companies which have average or above average ESG
characteristics or practices, but where improvement potential
exists. Being mindful of the smaller company nature of many
of the portfolio companies, the Portfolio Manager has a
pragmatic engagement approach, focused on dialogue with
portfolio companies around their performance, disclosure
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
businesses as set out on pages3 and 4.
The Directors believe that proxy voting is an important
part of the corporate governance process. It is the policy
of the Company to vote at all shareholder meetings of
investee companies, and the Board has delegated voting
activities to the Portfolio Manager. The Portfolio Manager
follows relevant regulatory requirements with an aim to
make voting decisions which will best support growth in
shareholder value and will commonly take into account
Business Review (continued)
ODYSSEAN INVESTMENT TRUST PLC
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Business Review (continued)
best practices regarding corporate governance, board
composition, remuneration and ESG issues. The Portfolio
Manager also provides the Directors with a six-monthly
update regarding the voting decisions made in respect of
the investee companies.
Taskforce for Climate-Related Financial
Disclosures (“TCFD”)
The Company notes the TCFD recommendations on
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 UK Listing
Rules 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.
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
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
management of the investee company. The Portfolio
Manager believes that the companies that are invested in the
portfolio pose a low risk of violating human rights or global
labour standards.
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Risk Management
Principal Risks, Emerging Risks and Risk
Management
The Board considers that the risks detailed within this
report are the principal risks currently facing the Company
to deliver its strategy.
The Board is responsible for the ongoing identification,
evaluation and management of the of the principal risks
faced by the Company and the Audit Committee, on
behalf of the Board, has established a process for the
regular review of these risks and their mitigation. This
process accords with the UK Governance Code and the
FRC’s Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting.
During the year ended 31 March 2026, the Audit
Committeehas again carried out a robust assessment of the
emerging and principal risks facing the Company, including
those that would threaten its business model, future
performance, solvency and liquidity. The Committee also
considered the controls in place to mitigate the inherent risks
and whether additional controls or actions were required
to bring the residual risk down to an acceptable level. The
Committee was satisfied with the controls that are in place.
Further details, including as a summary of the Company’s
approach to risk and how principal risks and uncertainties
were dealt with during the year under review, are set out on
pages 34 to 39.
Internal Control Review
The Board is also responsible for the internal controls relating
to the Company, including the reliability of the financial
reporting process, and for reviewing their effectiveness.
Key procedures established with a view to providing
effective financial control, have been in place throughout
the year ended 31 March 2026 and up to the date of this
Report. The internal control systems are designed to
ensure that proper accounting records are maintained, that
the financial information on which business decisions are
made and which are issued for publication is reliable and
that the assets of the Company are safeguarded.
The risk management process and systems of internal
control are designed to manage rather than eliminate
the risk of failure to achieve the Company’s investment
objective. It should be recognised that such systems can
only provide reasonable, not absolute, assurance against
material misstatement or loss.
The Directors have carried out a review of the effectiveness
of the Company’s risk management and internal control
systems as they have operated during the year and up to
the date of approval of this Report. There were no matters
arising from this review that required further investigation
and no significant failings or weaknesses were identified.
Internal Control Assessment Process
Robust risk assessments and reviews of internal controls
are undertaken regularly in the context of the Company’s
overall investment objective. During the year, the Board
–through the Audit Committee and together with NSM
– has confirmed its risk management controls under the
key headings of: Corporate Strategy; Accounting, Legal
and Regulatory; Operational; Investment and Business
Activities. In evaluating the risks the Company faces, the
Board has considered the Company’s operations in the
light of the following factors:
– the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective;
– the threat of such risks becoming reality;
– the Company’s ability to reduce the incidence and
impact of risk on its performance;
– the cost to the Company and benefits related to the
review of risk and associated controls of the Company;
and
– the extent to which the third parties operate the
relevant controls.
A risk matrix helps to monitor the risks which have been
identified and the controls in place to mitigate those risks.
The risks are assessed on the basis of the likelihood of
them happening, the impact on the business if they were
to occur and the effectiveness of the controls in place to
mitigate them. This risk register is reviewed by the Audit
Committee regularly at every meeting.
Most of the day-to-day management functions of the
Company are sub-contracted, and the Directors therefore
obtain regular assurances and information from key third
party suppliers regarding the internal systems and controls
operating in their organisations. In addition, each of the
third parties is requested to provide a copy of its report on
internal controls each year, which is reviewed by the Audit
Committee.
ODYSSEAN INVESTMENT TRUST PLC
34
Risk Management (continued)
Principal risks and uncertainties Key mitigation Tren d
Investment performance is not comparable to the
expectations of investors
Consistently poor performance could lead to
a fall in the share price and a widening of the
discount. The success of the Company depends
on the Portfolio Manager’s ability to identify,
acquire and realise investments in accordance with
the Company’s investment policy. This, in turn,
depends on the ability of the Portfolio Manager
to apply its investment processes and identify
suitable investments.
The Board reviews and discusses the Company’s
performance against its investment objective and
policy, and assesses performance in comparison to
industry peers and the broader comparative market.
The Board also keeps the performance of the
Portfolio Manager under continual review, along
with a review of significant stock decisions and the
overall rationale for holding the current portfolio.
In addition, the Management Engagement
Committee conducts an annual appraisal of the
Portfolio Manager.
Share price performance
The market price of the Company’s shares, like
shares in all investment companies, may fluctuate
independently of the NAV and therefore may
not reflect the underlying NAV of the shares. The
shares could trade at a discount or premium to
NAV at different times, depending on factors such
as market conditions, investors’ perceptions of the
merits of the Company’s objective and investment
policy, supply and demand for the shares and the
extent investors value the activities of the Company
and/or the Portfolio Manager.
The Board monitors the relationship between the
share price and the NAV, including regular review
of the level of discount relative to that of companies
in the sector. The Company has taken powers to
re-purchase shares and will consider doing so to
reduce the volatility of any share price discount.
The Company has also taken powers to issue shares
(only at a premium to NAV) to provide liquidity to
the market to meet investor demand by way of issue
of further shares.
No share buybacks were undertaken and the
Company issued a total of 6,108,579 new shares
through tap issuances during the year.
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 29
and30.
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. The next review will be undertaken in 2031.
ODYSSEAN INVESTMENT TRUST PLC
35
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Risk Management (continued)
Principal risks and uncertainties Key mitigation Tren d
Portfolio Manager – loss of personnel or reputation
The identification and selection of investment
opportunities and the management of the day-
to-day activities of the Company depends on the
diligence, skill, judgement and business contacts of
the Portfolio Manager’s investment professionals
and the information and deal flow they generate
during the normal course of their activities.
The Company’s future success depends on the
continuing ability of these individuals to provide
services and the Portfolio Manager’s ability to
strategically recruit, retain and motivate new
talented personnel as required. The departure of
some or all of the Portfolio Manager’s investment
professionals could prevent the Company from
achieving its investment objective and give rise to
a significant public perception risk regarding the
potential performance of the Company.
The Board maintains a good level of communication
and has a good relationship with the Portfolio
Manager, and regularly reviews the Portfolio
Manager’s performance at Board meetings. The
Portfolio Manager’s Compliance Officer also
reports to the Board regularly and the Portfolio
Manager would report to the Board immediately in
the event of any change in key personnel.
Odyssean Capital LLP as Portfolio Manager has
appointed an investment team consisting of Stuart
Widdowson and Ed Wielechowski, both of whom
are very experienced in managing the portfolio in
accordance with the Company’s principles and
investment strategy.
Material changes within the Portfolio Manager’s
organisation
Material changes could occur within the Portfolio
Manager’s organisation or its affiliates which are
to the detriment of the Company’s standing in
respect of its competitors and its profitability.
The Portfolio Manager has advance notice of any
material changes within its organisation and would
report to the Board immediately in the event of any
such changes, including within its organisation and
affiliates or to its key personnel.
ODYSSEAN INVESTMENT TRUST PLC
36
Risk Management (continued)
Principal risks and uncertainties Key mitigation Tren d
Global Macro Incidents
Significant global incidents such as the Covid-19
pandemic outbreak, trade tariffs, armed conflicts
and terrorism, could lead to increased market
volatility, and in a worst-case scenario major global
trade and supply chain breakdown, resulting in
significant volatility/declines in market prices.
In addition, a pandemic outbreak such as Covid-19
could disrupt key service providers resulting in them
being unable to undertake their respective roles.
Board:
– Seeks to manage this risk through selecting
experienced Portfolio Manager and regularly
monitoring performance, awareness of
emerging risks and the robustness of their
processes for taking account of those risks.
– Reviews the macro risks the Company is
exposed to at Board meetings and receive
updates as required from the Portfolio Manager
and the broker.
Service Providers:
– All key service providers have provided an
update on business continuity processes and
how they are dealing with the incidents such as
Covid lockdown.
– In the event of a global incident, NSM reports
to the Chairman of the Audit Committee on
the implementation of the business continuity
plan and any challenges that had arisen. NSM
to also contact each of the Company’s service
providers to report assurance that their business
continuity plans are effective.
Reliance on the performance of third party service
providers
The Company has no employees and the Directors
have been appointed on a non-executive basis. The
Company is reliant upon the performance of third
party service providers for its executive function.
Failure by any service provider to carry out its
obligations to the Company in accordance with
the terms of its appointment could have a material
adverse effect on the operation of the Company.
This encompasses disruption or failure caused by
cyber crime or a pandemic and covers dealing,
trade processing, administrative services, financial
and other operational functions. This threat has
increased with advances in technology that has
seen a greater use of Artificial Intelligence (“AI”).
The Board has appointed third party service
providers with relevant experience. Each third
party service provider is monitored by the Board
and their roles are evaluated at least annually by the
Management Engagement Committee.
The Board further receives a monthly report from
NSM, which includes details of compliance with
applicable law and regulations; reviews internal
control reports and key policies of its service
providers; has considered the increased risk of
cyber-attacks and has received assurances from its
service providers regarding the controls in place. The
Board will continue to monitor developments in AI
carefully in conjunction with the Portfolio Manager,
to 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.
ODYSSEAN INVESTMENT TRUST PLC
37
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Risk Management (continued)
Principal risks and uncertainties Key mitigation Tren d
UK Regulatory Risk
The regulatory environment in which the
Company operates changes materially, affecting
the Company’s operations.
The Board monitors regulatory change with
the assistance of NSM and external professional
advisers to ensure that the Board is aware of any
likely changes in the regulatory environment and
will be able to adapt as required.
UK Legal Risk
The Company and/or the Directors fail to comply
with legal requirements in relation to FCA
dealing rules and procedures, the UK AIFMD,
the UK Listing Rules, the Companies Act 2006,
relevant accounting standards, the Bribery Act
2010, the Criminal Finances Act 2017, GDPR,
tax regulations or any other applicable regulations.
The Board monitors regulatory change with the
assistance of its external professional advisers to ensure
compliance with applicable laws and regulations
including the Companies Act 2006, the UK AIFM
Rules, the Corporation Tax Act 2010 (“Section 1158”),
the Market Abuse Regulation (“MAR”), the Disclosure
Guidance and Transparency Rules (“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.
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.
Governance Risk
Poor adherence to corporate governance best
practice or errors or irregularities in published
information could lead to censure and/or result in
reputational damage to the Company.
The Board reviews all information supplied to
shareholders and Cadarn’s Investor Relations
activity at each meeting.
Details of the Company’s compliance with
corporate governance best practice, including
information on relationships with shareholders, are
set out in the Corporate Governance Report in this
Annual Report beginning on page 48.
ODYSSEAN INVESTMENT TRUST PLC
38
Risk Management (continued)
Principal risks and uncertainties Key mitigation Tren d
ESG and Climate Change Risk
Risks related to the environment, social issues and
governance such as the impact of climate change or
bad governance of portfolio companies could have
an adverse impact on the portfolio companies’
operational performance.
At every Board meeting, the Board receives ESG
updates, which include information on any climate
change and governance related engagement, from
the Portfolio Manager together with monthly
portfolio updates. The Board challenges the
Portfolio 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.
ODYSSEAN INVESTMENT TRUST PLC
39
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Risk Management (continued)
Emerging Risks
The Company has carried out a detailed assessment of
its emerging and principal risks. The International Risk
Governance Council’s definition of an “emerging” risk is
one that is new, or is a familiar risk in a new or unfamiliar
context or under new context conditions (re-emerging).
Failure to identify emerging risks may cause reactive actions
rather than being proactive and, in a worst case scenario,
could cause the Company to become unviable or otherwise
fail or force the Company to change its structure, objective
or strategy.
The Audit Committee reviews the Company’s risk register
at its half-yearly meetings. Emerging risks are discussed in
detail as part of this process to try to ensure that emerging
as well as well-known risks are identified and mitigated as
far as possible.
Any emerging risks and mitigations are added to the risk
register, and the Board and all its advisers continue to keep
developments under closereview.
The experience and knowledge of the Directors is useful in
these discussions, as are update papers and advice received
from the Board’s key service providers such as the Portfolio
Manager, NSM, Cadarn and the Company’s brokers. In
addition, the Company is a member of the AIC, which
provides regular technical updates, draws members’
attention to forthcoming industry and regulatory issues
and advises on compliance obligations.
Going Concern
The content of the Company’s portfolio, trading activity,
the Company’s cash balances and revenue forecasts, and
the trends and factors likely to affect the Company’s
performance are reviewed and discussed at each Board
meeting.
The Company’s financial statements for the year
ended 31 March 2026 have been prepared on a going
concern basis.
In reaching this conclusion, the Board has considered a
detailed assessment of the Company’s ability to meet its
liabilities as they fall due, including tests which modelled
the effects of substantial falls in markets and significant
reductions in market liquidity, on the Company’s NAV,
its cash flows and expenses. The assessments also factored
in market volatility from trade tariffs and ongoing and
potential further risks arising from the conflicts in Ukraine
and the Middle East. Further information is also provided
in the Audit Committee Report beginning on page 54.
Based on the information available to the Directors at
the date of this report, including the results of these stress
tests, the conclusions drawn in the Viability Statement,
the Company’s cash balances, and the liquidity of the
Company’s listed investments, the Directors are satisfied
that the Company has adequate financial resources to
continue in operation for at least the next 12 months and
that, accordingly, it is appropriate to continue to adopt the
going concern basis in preparing the financial statements.
Longer-Term Viability Statement
In accordance with the AIC Code of Corporate
Governance, the Directors have carefully assessed the
Company’s position and prospects as well as the principal
risks and have formed a reasonable expectation that the
Company will be able to continue in operation and meet
its liabilities as they fall due over the next three financial
years. The Board has chosen a three-year horizon in view of
the long-term nature and outlook adopted by the Portfolio
Manager when making investment decisions.
To make this assessment and in reaching this conclusion,
the Audit Committee has considered the Company’s
financial position and its ability to liquidate its portfolio
and meet its liabilities as they fall due:
– the portfolio is principally comprised of investments
listed and traded on stock exchanges. These are actively
traded and, whilst perhaps less liquid than larger
quoted companies, the portfolio is well diversified;
– the portfolio is typically run with a net cash position
and as a result there is ample liquidity on a day-to-day
basis for the Company to meet its obligations;
– the expenses of the Company are predictable and
modest in comparison with the assets and there are no
capital commitments foreseen which would alter that
position; and
– the Company has no employees, only its non-
executive Directors. Consequently, it does not have
redundancy or other employment related liabilities or
responsibilities.
ODYSSEAN INVESTMENT TRUST PLC
40
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 next tender
offer will take place in 2031.
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 6.1 million ordinary shares in the year
ended 31 March 2026 and c.40 million shares since the
Annual General Meeting in September 2021.
The Audit Committee, as well as considering the potential
impact of the Company’s principal risks, various severe but
plausible downside scenarios, and upside scenarios that
would result in a performance fee being payable, 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
besatisfactory.
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 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
strateg y.
A review of the Company’s year ended 31 March 2026,
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
16 June 2026
ODYSSEAN INVESTMENT TRUST PLC
41
GOVERNANCE
42 Board of Directors
44 Directors’ Report
48 Corporate Governance Statement
54 Audit Committee Report
57 Directors’ Remuneration Report
61 Statement of Directors’ Responsibilities
Governance
ODYSSEAN INVESTMENT TRUST PLC
42
Board of Directors
as at 31 March 2026
Linda Wilding
Chairman
Linda is currently a non-executive director of Sherborne Investors (Guernsey) C Limited
and Wesleyan Assurance Society and has held a number of non-executive director roles
previously including on the boards of 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
31March 2024
Shareholding in the Company as at 31 March 2026: 151,500
Standing for Re-election: Yes
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. Peter retired on 30 May
2025. Earlier this year Peter was elected as a non-executive director of the Association of
Investment Companies on 29 January 2025.
Date of appointment: 31 January 2018
Shareholding in the Company as at 31 March 2026: 70,000 (55,000 personally and
15,000 though a PCA)
Standing for Re-election: Yes
ODYSSEAN INVESTMENT TRUST PLC
43
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
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.
Richard is the Chair of Trustees for the Willow Foundation, Chair of Finance, Audit and
Risk at 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 2026: 124,711
Standing for Re-election: Yes
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,
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 2026: 50,152
Standing for Re-election: Yes
Michael Sayers
Independent Non-Executive Director
Michael brings thirty-eight years of experience in investment banking and fund
management, with deep expertise in governance, and board-level engagement. He has
most recently served as Senior Governance Advisor at Fidelity International, where he
spent fourteen years in a variety of senior roles. During his tenure, he initially managed
teams of analysts and fund managers before his appointment as Senior Governance
Advisor in 2019, a role in which he led board-level engagement on governance and
strategy, providing active consultation on a wide range of shareholder matters,
including acquisitions and disposals, balance sheet restructuring, management and
board changes, and unsolicited bids.
Date of appointment: 1 February 2026
Shareholding in the Company as at 31 March 2026: 150,000
Standing for Election: Yes
ODYSSEAN INVESTMENT TRUST PLC
44
The Directors are pleased to present the Annual Report
and Financial Statements for the year ended 31 March
2026. 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 42 and 43.
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 2026 and the outlook for the forthcoming
year is set out in the Strategic Report on pages 6 to 40.
Corporate governance
The Company’s Corporate Governance Statement, which
includes the Company's Corporate Governance policies, is
set out on pages 48 to 53 and forms part of this report.
Details regarding independent professional advice,
insurance and indemnity are set out in the statement on
pages 52 and 53.
Share capital
Share issues
At the AGM held on 4 September 2025, the Directors
were granted authority to issue up to 26,788,842 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 16 January 2026, the Company was granted a new
block listing of 5 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 2026,
6.1million shares were issued under available block listings.
As at the date of this report, a balance of 5.4 million shares
remain under its block listing.
Since the year end up to 11 June 2026, the latest practicable
date prior to the publication of this report, 1,178,000 new
shares were issued to the market.
Purchase of own shares
At the AGM held on 4 September 2025, the Directors
were granted the authority to buy back up to 20,078,237
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 2026, there were 139,202,791 ordinary
shares in issue. No shares are held in treasury, therefore the
total voting rights of the Company as at 31 March 2026
was 139,202,791.
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.
Directors’ Report
ODYSSEAN INVESTMENT TRUST PLC
45
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Substantial shareholdings
The Company was aware of the following interests in the
voting rights of the Company:
31 March 2026
Shareholder
Number of
ordinary
shares held
% of voting
rights
Harwood Capital 17,793,227 12.78
Trinity Bridge 12,031,269 8.64
Mr Ian Armitage 9,985,501 7.17
Schroder & Co 6,423,040 4.61
Raymond James Private 5,971,110 4.29
Charles Stanley 5,347,503 3.84
JM Finn 5,066,325 3.64
Hargreaves Lansdown 5,034,447 3.62
RBC Brewin Dolphin 4,993,877 3.59
31 May 2026
Shareholder
Number of
ordinary
shares held
% of voting
rights
Harwood Capital 17,731,977 12.63
TrinityBridge 12,207,110 8.70
Mr Ian Armitage 9,985,501 7.11
Cazenove Capital
Management 6,601,961 4.70
Raymond James
Investment Services 5,942,529 4.23
Interactive Investor (EO) 5,529,654 3.94
Charles Stanley 5,318,068 3.79
JM Finn, stockbrokers 5,292,275 3.77
Hargreaves Lansdown,
stockbrokers (EO) 5,062,630 3.61
RBC Brewin Dolphin,
stockbrokers 4,699,302 3.35
Rathbones 4,533,495 3.23
EO = execution only
Interests of key management personnel in the shares of the
Company as at 31 March 2026:
Ordinary
Shares
% of voting
rights
Stuart Widdowson 1,176,870 0.85
Ed Wielechowski 622,590 0.45
Beneficial Owners of Ordinary Shares –
Information Rights
The beneficial owners of ordinary shares who have been
nominated by the registered holder of those shares to receive
information rights under Section 146 of the Companies
Act 2006 are required to direct all communications to
the registered holder of their shares rather than to the
Company’s registrar, Equiniti, or to the Company directly.
Requirements of the Listing Rules
UK Listing Rule 6.6.4 requires the Company to include
certain information in a single identifiable section of the
Annual Report or a cross-reference table indicating where
the information is set out. The Directors confirm that
there are no additional disclosures to be made in relation
to Listing Rule 6.6.4.
Anti-Bribery and Corruption Policy
The Board has adopted a zero-tolerance approach to
instances of bribery and corruption. Accordingly, it
expressly prohibits any Director or associated persons
when acting on behalf of the Company, from accepting,
soliciting, paying, offering or promising to pay or authorise
any payment, public or private, in the United Kingdom or
abroad to secure any improper benefit for themselves or for
the Company.
The Board applies the same standards to its service
providers in their activities for the Company.
A copy of the Company’s Anti Bribery and Corruption
Policy can be found on its website at www.oitplc.com. The
policy is reviewed annually by the Audit Committee.
Directors’ Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
46
Directors’ Report (continued)
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal
Finances Act 2017, the Board has adopted a zero-tolerance
approach to the criminal facilitation of tax evasion. A copy
of the Company’s policy on preventing the facilitation
of tax evasion can be found on the Company’s website
www.oitplc.com. The policy is reviewed annually by the
Audit Committee.
Political Donations
The Company has not made any political donations in the
past, nor does it intend to do so in the future.
Greenhouse Gas Emissions for the Year ended
31March 2026
The Company is an investment trust, with neither
employees nor premises, nor has it any financial or
operational control of the assets which it owns. Its
operations are entirely outsourced to third party providers
and therefore it has no greenhouse gas emissions to report
from its operations nor does it have responsibility for any
other emissions producing sources under the Companies
Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013, including those within the Company’s
underlying investment portfolio. Consequently, the
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
required under the Streamlined Energy and Carbon
Reporting criteria.
The Directors have decided to hold some of the Company's
meetings not in person but via video conference when
possible, to save on travel and reduce their carbon
footprints on behalf of the Company.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange
of information commissioned by the Organisation
for Economic Cooperation and Development and
incorporated into UK law by the International Tax
Compliance Regulations 2015. CRS requires the Company
to provide certain additional details to HMRC in relation
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.
Other Statutory Information
The following information is disclosed in accordance with
the Companies Act 2006:
– The rules on the appointment and replacement of
directors are set out in the Company’s articles of
association (the “Articles”). A change to the Articles
would be governed by the Companies Act 2006.
– Subject to the provisions of the Companies Act
2006, to the Articles, and to any directions given by
special resolution, the business of the Company shall
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
by the Articles and a meeting of the Directors at
which a quorum is present may exercise all the powers
exercisable by the Directors. The Directors’ powers to
buy back and issue shares, in force at the end of the
year, are recorded in the Directors’ Report.
There are no agreements:
(i) to which the Company is a party that might affect its
control following a takeover bid; and/or
(ii) between the Company and its Directors concerning
compensation for loss of office.
Disclosure of Information to Auditor
The Directors who held office at the date of approval of
this Directors’ Report confirm that, so far as they are each
aware, there is no relevant audit information of which
the Company’s auditor is unaware; and each Director
has taken all the steps that they ought to have taken as a
Director to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is
aware of that information.
Auditor
KPMG LLP has expressed its willingness to continue
in office as Auditor of the Company and resolutions
for its re- appointment and for the Audit Committee
to determine its remuneration will be proposed at the
forthcoming AGM.
ODYSSEAN INVESTMENT TRUST PLC
47
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Directors’ Report (continued)
Financial Risk Management
The Company’s financial instruments comprise its
investment portfolio, cash balances, debtors and creditors
that arise directly from its operations such as sales and
purchases awaiting settlement and accrued income. The
financial risk management objectives and policies arising
from its financial instruments and the exposure of the
Company to risk are disclosed in note 12 to the Financial
Statements.
Post Year End Events
Details of the post year end events are set out in note 14 to
the Financial Statements.
Articles of Association
The Company’s Articles of Association may only be
amended by a special resolution at a general meeting of
theshareholders.
Annual General Meeting (“AGM”)
The AGM of the Company will be held at the offices of
Odyssean Capital LLP, 6 Stratton Street, Mayfair, London
W1J 8LD.
A separate circular, detailing the Notice of AGM and
voting instructions, will be sent to shareholders in due
course. Questions can be submitted to the Company
Secretary in advance of the AGM at OIT@nsm.group.
Shareholders will be strongly encouraged to submit proxy
votes online by visiting www.shareview.co.uk. This is a
straightforward registration process and a number of our
shareholders are using the site already. All you will need
is your name, address and investor code, which can be
found on your share certificate. If you have trouble locating
your share certificate or investor code, please call the
shareholder helpline on 0371 384 2030 (or from overseas
+44 (0)371 384 2030). Any shareholder who is unwilling
or unable to vote digitally can vote using a paper proxy card
either enclosed in the mailing or by requesting a copy by
telephoning the shareholder helpline.
Shareholders that hold their shares through an investment
platform provider or nominee will be encouraged to
contact their investment platform provider or nominee
as soon as the notice of AGM is published and will be
encouraged to vote in favour for each of the Resolutions to
be lodged on their behalf. The Association of Investment
Companies’ guidance on how to vote through investment
platforms can be found on its website (https://www.theaic.
co.uk/how-to-vote-yourshares).
Resolutions relating to the following items of business
will be amongst those to be proposed at the forthcoming
AGM.
(a) Authority to allot shares up to approximately 10% of
the ordinary shares in issue;
(b) Authority to allot shares up to approximately a further
10% of the ordinary shares in issue;
(c) Authority to disapply pre-emption rights in respect of
the shares to be allotted under Resolution (b);
(d) Authority to disapply pre-emption rights in respect of
the shares to be allotted under Resolution (c);
(e) Authority to buy back up to 14.99% of shares in issue;
and
(f ) Authority to hold General Meetings (other than the
AGM) on at least 14 clear days’ notice.
Resolutions (a) and (b) will be proposed as ordinary
resolutions and Resolutions (c) to (f ) will be proposed as
special resolutions.
Ordinary resolutions require that more than 50% of the
votes cast at the relevant meeting must be in favour of the
resolutions. Special resolutions require that at least 75%
of the votes cast must be in favour of the resolution to
bepassed. The full text of the Notice of the AGM together
with explanatory notes will be published separately in due
course.
By order of the Board
NSM Funds (UK) Limited
Company Secretary
16 June 2026
ODYSSEAN INVESTMENT TRUST PLC
48
This Corporate Governance Statement forms part of the
Directors’ Report.
The Board is accountable to shareholders for the governance
of the Company’s affairs and is committed to maintaining
the highest standard of corporate governance for the long-
term sustainable success of the Company, generating value
for shareholders, other stakeholders and contributing to the
wider society through investing in its portfolio companies.
In this statement, the Company reports on its compliance
with the AIC Code of Corporate Governance published
in May 2024 (the “AIC Code”), sets out how the Board
and its committees have operated during the past year and
describes how the Board exercises effective stewardship over
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
Governance Code (the “UK Code”), as well as setting out
additional provisions on issues that are of specific relevance
to the Company as an investmenttrust.
The Board is confident that it is has properly undertaken
its duties to shareholders and other stakeholders, and taken
a long-term approach to the management of the Company.
Statement of Compliance with the AIC Code
The Board has considered the principles and
recommendations of the AIC Code and considers that
reporting against the principles and recommendations of
the AIC Code (which incorporates the UK Code), will
provide better information to shareholders.
The Financial Reporting Council (the “FRC”) has endorsed
the AIC Code. The terms of the FRC’s endorsement mean
that AIC members who report against the AIC Code meet
fully their obligations under the UK Code and the related
disclosure requirements contained in the UK Listing Rules
of the FCA. A copy of the AIC Code can be obtained via
the AIC’s website at www.theaic.co.uk. A copy of the UK
Code can be obtained at www.frc.org.uk.
The Board recognises the importance of a strong corporate
governance culture and has established a framework for
corporate governance which it considers to be appropriate
to the business of the Company.
The Board considers that it has managed its affairs
in compliance with the AIC Code and the relevant
provisions of the UK Code throughout the year ended
31 March 2026, except where it has concluded that
adherence or compliance with any particular principle or
recommendation of either of the Codes would not have
been appropriate to the Company’s circumstances. Similar
to the UK Code, the AIC Code specifies a “comply or
explain” basis and the Board’s report under this section
explains any deviation from its recommendations.
The UK Code includes provisions relating to:
– the role of the chief executive;
– executive directors’ remuneration; and
– the internal audit function.
The Board considers these provisions are not relevant to
the position of the Company, being an externally-managed
investment company. The Company has therefore not
reported further in respect of these provisions.
The Board of Directors
The Board of Directors is collectively responsible for the
long-term success of the Company. It provides overall
leadership, sets the strategic aims of the Company and
ensures that the necessary resources are in place for the
Company to meet its objectives and fulfil its obligations
to shareholders within a framework of high standards
of corporate governance and effective internal controls.
The Directors are responsible for the determination
of the Company’s investment policy and investment
strategy and have overall responsibility for the Company’s
activities, including the review of investment activity
and performance and the control and supervision of the
Portfolio Manager.
The Board consists of five non-executive Directors, who have
substantial recent and relevant experience of investment
trusts and financial and public company management.
Other than their letters of appointment as Directors, none
of the Directors has a contract of service with the Company
nor has there been any other contract or arrangement
between the Company and any Director at any time during
the year. Directors are not entitled to any compensation
for loss of office. Copies of the letters of appointment are
available on request from the Company Secretary and will
be available at the AGM.
Chairman and Senior Independent Director
The Chairman, Linda Wilding, is deemed by her fellow
independent Board members to be independent in character
and judgement, and free of any conflicts of interest. She
leads the Board and is responsible for its overall effectiveness
in directing the Company. In liaison with the Company
Secretary, she ensures that the Directors receive accurate,
Corporate Governance Statement
ODYSSEAN INVESTMENT TRUST PLC
49
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
timely and clear information. Ms Wilding considers herself to
have sufficient time to spend on the affairs of the Company.
She has no significant commitments other than those disclosed
in her biography on page 42. The role and responsibilities of
the Chairman are clearly defined and set out in writing, a copy
of which is available on the Company’s website.
Richard King is the Senior Independent Director (“SID”)
of the Company. The SID provides a sounding board
for the Chairman and serves as an intermediary for the
other Directors and shareholders. The SID also provides
a channel for any shareholder concerns regarding the
Chairman and will take the lead in the annual evaluation
of the Chairman by the other independent Directors. The
role and responsibilities of the SID are clearly defined
and set out in writing, a copy of which is available on the
Company’s website.
Culture
The Chairman demonstrates objective judgement,
promotes a culture of openness and debate, and facilitates
effective contributions by all Directors. The Directors are
required to act with integrity, lead by example and promote
this culture within the Company.
The Board seeks to ensure the alignment of the Company’s
purpose, values and strategy with the culture of openness,
debate and integrity through ongoing dialogue, and
engagement with the Portfolio Manager and the Company’s
other service providers. The culture of the Board is considered
as part of the annual performance evaluation process which is
undertaken by each Director. The culture of the Company’s
service providers is also considered by the Board during the
annual review of their performance and while considering
their continuing appointment.
Purpose and Strategy
The Board assesses the basis on which the Company generates
and preserves value over the long term. The Strategic Report
describes how opportunities and risks to the future success
of the business have been considered and addressed, the
sustainability of the Company’s business model and how its
governance contributes to the delivery of its strategy.
The Company’s Objective and Investment Policy are set out
on pages 2 and 3.
The purpose and strategy of the Company are described in the
Strategic Report on page 21.
Strategy issues and all material operational matters are
considered at Board meetings.
Board Operation
The Directors have adopted a formal schedule of matters
specifically reserved for their approval. A copy of this
schedule is available on the Company’s website. These
matters include, but are not limited to, the following:
– approval of the Company’s investment policy, long-
term objectives and business strategy;
– approval of the policies regarding insurance, hedging,
borrowing limits and corporate security;
– approval of the Company’s Annual and Interim
Reports, financial statements and accounting
policies, prospectuses, circulars and other shareholder
communications;
– approval for raising new capital and major financing
facilities;
– Board appointments and removals;
– appointment and removal of the Portfolio Manager,
Auditor and the Company’s other service providers; and
– approval of the Company’s annual operating budgets.
Day-to-day investment management is delegated to
Odyssean Capital LLP and operational management is
delegated to NSM.
The Board takes responsibility for the content of
communications regarding major corporate issues although
Odyssean Capital LLP and NSM act as spokesman. The
Board is kept informed of relevant promotional material
that is issued on behalf of the Company.
Board Meetings
The Company has four scheduled Board meetings a year
with additional meetings in respect of share issuances and
regulatory matters arranged as necessary.
At each scheduled Board meeting, the Directors follow
a formal agenda which is circulated in advance by
the Company Secretary. The Company Secretary, the
Administrator and the Portfolio Manager regularly
provide the Board with financial information, including an
annual expenses budget, together with briefing notes and
papers in relation to changes in the Company’s economic
and financial environment, statutory and regulatory
changes and corporate governance best practice. A
description of the Company’s risk management and
internal control systems is set out in the Strategic Report
on pages 6 to40.
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
50
Board Committees
Given the number of Directors, the Board does not consider
it necessary for the Company to establish a separate
remuneration committee and all of the matters that can be
delegated to such a committee are considered by the Board as
a whole. The Board considers that the combined knowledge
and experience of its members enable it to successfully fulfil
the role of this committee.
The Board has established three committees to assist with
its operations: the Audit Committee; the Management
Engagement Committee and the Nominations Committee.
Each committee’s delegated responsibilities are clearly
defined in formal terms of reference, which are available on
the Company’s website.
Audit Committee
The Audit Committee is chaired by Richard King
and comprises all Directors. It meets formally at least
twice a year. The Board believes it is appropriate for the
Chairman of the Company to be a member of the Audit
Committee as she provides a valuable contribution to the
Committee and her membership enhances the operation
of the Committee and its interaction with the Board.
The Chairman’s membership of the Audit Committee is
permitted under the AIC Code.
The Board considers that the members of the Audit
Committee have the requisite skills and experience to fulfil the
responsibilities of the Committee and that the Committee, as
a whole, has the competence relevant to the investment trust
sector. The Chairman of the Audit Committee has significant
recent and relevant financial experience.
The Audit Committee has direct access to the Company’s
Auditor, and provides a forum through which the Auditor
reports to the Board. Representatives of the Auditor attend
meetings of the Audit Committee at least twice a year.
Further details about the Audit Committee and its
activities during the year under review are set out on
pages54 to 56.
Management Engagement Committee
Peter Hewitt is the Chairman of the Management
Engagement Committee, which comprises all Directors.
The Committee meets at least once a year to review the
ongoing performance and the continuing appointment
of all service providers of the Company, including the
Portfolio Manager. The Committee also considers any
variation to the terms of all service providers’ agreements
and reports its findings to the Board.
The performance of the Company’s service providers is
closely monitored by the Committee and in arriving at
its decisions regarding the continuing appointment of the
service providers, it is aided by the feedback received from
the Portfolio Manager and the Company Secretary on the
performance of those service providers.
Nomination Committee
Richard King is the Chairman of the Nomination Committee,
which comprises all Directors. The Nomination Committee’s
key responsibilities are to review the Board’s structure and
composition; and to make recommendations to the Board
for any changes or new appointments. The Committee used
the Board’s network rather than an external recruitment
provider and, following a rigorous process, recommended the
appointment of Michael Sayers to the Board.
Meeting Attendance
The number of Board and Committee meetings held during the year ended 31 March 2026 and the attendance of the
individual Directors is shown below:
Board Meetings Audit Committee
Management Engagement
Committee Nominations Committee
Number of
scheduled
meetings
Number
attended
Number of
scheduled
meetings
Number
attended
Number of
scheduled
meetings
Number
attended
Number of
scheduled
meetings
Number
attended
Arabella Cecil
1
2 2 1 1 1 1 0 0
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
Michael Sayers
2
1 1 0 0 0 0 1 1
1
Resigned 4 September 2025.
2
Appointed 1 February 2026.
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
51
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Performance evaluation
The Directors are aware that they need to continually
monitor and improve Board performance and recognise
that this can be achieved through regular evaluation of the
Board, its committees and the individual Directors; this
provides a valuable feedback mechanism for improving
Board’s effectiveness.
An evaluation of the Board and its Committees as well
as the Chairman and the individual Directors is carried
outannually.
The Chairman acts on the results of the Board’s evaluation
by recognising the strengths and addressing the weaknesses
of the Board and recommending any areas for development.
During the year ended 31 March 2026, the performance
of the Board, its committees and individual Directors
(including each Director’s independence) was evaluated
through a formal assessment process led by the Chairman.
This involved the circulation of a Board and Committee
evaluation questionnaire, tailored to suit the nature
of the Company, followed by discussions between the
Chairmanand each of the Directors. The performance of
the Chairman was evaluated by the SID.
As part of the Board evaluation discussions, each of the
Directors also assessed the overall time commitment of
their external appointments and it was concluded that all
Directors have sufficient time to discharge their duties.
During the year and since the year-end, all Directors have
without fail attended all Board and Committee meetings.
The Chairman is satisfied that the structure and operation
of the Board continues to be effective and relevant and
that there is a satisfactory mix of skills, experience and
knowledge of the Company. The Board has considered
the position of all the Directors including the Chairman
as part of the evaluation process and believes that it
would be in the Company’s best interests to propose them
for re-election and Michael Sayers for election.
Independence of Directors
The independence of the Directors was reviewed as part
of the annual evaluation process and it was found that
each Director is considered to be independent in character
and judgement and entirely independent of the Portfolio
Manager. None of the Directors sits on the boards of any
other companies managed by the Portfolio Manager.
Ten u r e
The tenure of each Director, including the Chairman, is
not ordinarily expected to exceed nine years. However, the
Board has agreed that the tenure of the Chairman may be
extended for a limited time provided such an extension
is conducive to the Board’s overall orderly succession and
handover period. This principle is further extended to all
members of the Board.
Election/Re-election of Directors
In accordance with the AIC Code, all Directors are subject
to annual re-election.
Accordingly, all Directors, other than Michael Sayers
who will be standing for election, will be standing for
re-election, other than Arabella Cecil, who is retiring at
the Company’s forthcoming AGM. As detailed above,
following formal performance evaluation, it is considered
that each current Director has the necessary skills and
experience, and continues to contribute effectively to the
management of the Company. In addition, it is believed
that the Board has the relevant expertise and sufficient time
to provide the appropriate leadership and direction for the
Company. Therefore, the Board strongly recommends the
election or re-election of each of the Directors on the basis
of their experience and expertise in investment matters,
their independence and continuing effectiveness and
commitment to the Company.
Diversity
The Board supports the principle of boardroom diversity,
of which gender and ethnicity are two important aspects.
The Board’s aim is to have a broad range of approaches,
backgrounds, skills, knowledge and experience represented
and to make appointments on merit against objective
criteria, including diversity in its broadest sense. The Board
believes that this will promote the long-term sustainable
success of the Company and generate value for all
shareholders by ensuring there is cognitive diversity among
the Directors and the challenge needed to support good
decision making.
To this end, achieving a diversity of perspectives and
backgrounds on the Board will be a key consideration in
any future Director search process. The Board encourages
any recruitment agencies it engages to find a diverse
range of candidates that meet the criteria agreed for each
appointment and, from the shortlist, aims to ensure that a
diverse range of candidates is brought forward for interview.
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
52
The Board gives due regard to the new diversity targets in the
FCA UK Listing Rules, and does not discriminate unfairly
on the grounds of gender, ethnicity, age, sexual orientation,
disability or socio-economic background when considering
the appointment of new directors. Candidates’ educational
and professional backgrounds, their cognitive and persona
strengths, are considered against the specification prepared
for each appointment.
Implementation of the Board’s Diversity Policy
The Board reports against the targets set out in the FCA’s
UK Listing Rules 6.6.6R(9)(a). These require that at
least 40% of individuals on the board are women; at least
one individual on the board is from a minority ethnic
background; and at least one of the senior board positions
of Chair, SID, CEO and CFO is held by a woman.
At 31 March 2026, and at the date this Annual Report
was signed, the Board comprised five non-executive
Directors. Two of the targets are met because one Director
is ethnically diverse and at least one of the senior Board
positions is held by a woman. As there is one woman on the
Board (20%), the target of 40% has not been met.
The information in the table below has been provided
by each Director. As the Company has no employees, no
information is included for executive management. The
Board has resolved that the Company’s year-end date be
the most appropriate date for disclosure purposes. There
have been no changes since 31 March 2026.
Number
of board
Members
Percentage of
the Board
Number of senior
positions on the
Board
Men 4 80% 2
Wom en 1 20% 1
Number
of board
Members
Percentage of
the Board
Number of senior
positions on the
Board
White British
or other
White(including
minority-white
groups) 4 80% 3
Asian/Asian
British 1 20% 0
Conflicts of Interest
Company Directors have a statutory obligation to avoid a
situation in which they (and connected persons) have, or
can have, a direct or indirect interest that conflicts, or may
possibly conflict, with the interests of the Company.
In line with the Companies Act 2006, the Board has the
power to sanction any potential conflicts of interest that
may arise and impose such limits or conditions that it
thinks fit. A register of interests and external appointments
is maintained by the Company Secretary and is reviewed at
every Board meeting to ensure that all details are kept up
to date. Should a conflict arise, the Board has the authority
to request that the Director concerned abstains from any
relevant discussion or decision. Appropriate authorisation
will be sought prior to the appointment of any new
directors or if any new conflicts or potential conflicts arise.
No conflicts of interest arose during the year under review.
Induction of New Directors
The Company has an established process in place for the
induction of new Directors. An induction pack will be
provided to new Directors by the Company Secretary,
containing relevant information about the Company, its
constitutional documents and its processes and procedures.
New appointees will also have the opportunity of meeting
with the Chairman and relevant persons at the Portfolio
Manager.
Training and Advice
On an ongoing basis, and further to the annual evaluation
process, the Company Secretary will make arrangements
for Directors to develop and refresh their skills and
knowledge in areas which are mutually identified as being
likely to be required, or of benefit to them, in carrying
out their duties effectively. Directors will endeavour
to make themselves available for any relevant training
sessions which may be organised for the Board. The Board
has agreed arrangements whereby Directors may take
independent professional advice, at the Company's expense,
in the furtherance of their duties.
The AIC holds regular Director Roundtable events
throughout the year, which are designed to cover the
latest issues and regulatory developments affecting the
investment company sector. The Director Roundtables are
open to all member investment company directors.
Corporate Governance Statement (continued)
ODYSSEAN INVESTMENT TRUST PLC
53
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Corporate Governance Statement (continued)
Insurance and Indemnity Provisions
The Company has Directors’ and Officers’ liability insurance
to cover legal defence costs. Under the Company’s Articles
of Association, the Directors are provided, subject to the
provisions of UK legislation, with an indemnity in respect
of liabilities which they may sustain or incur in connection
with their appointment. The Company has also entered into
a deed of indemnity with each Director pursuant to which
it has agreed to insure, indemnify and/or loan funds to the
Director in relation to certain specific liabilities incurred
by them in the performance of their duties as a Director of
theCompany.
Relations with Stakeholders
As the Company does not have employees, its main
stakeholders comprise a small number of service providers
and its shareholders. Details regarding the Company’s
engagement with its stakeholders are set out in the Strategic
Report on pages 22 to 27.
Internal Control Review and Assessment Process
Details of the Company’s internal control review and the
assessment process are outlined in the Strategic Report on
pages 6 to 40.
Company Secretary
The Board has direct access to the advice and services
of the Company Secretary, NSM, which is responsible
for ensuring that Board and Committee procedures are
followed and that applicable regulations are complied
with. The Company Secretary is also responsible to the
Board for ensuring timely delivery of the information and
reports which the Directors require and that the statutory
obligations of the Company are met.
UK Stewardship Code and Exercise of Voting Powers
The Board and the Portfolio Manager support the UK
Stewardship Code, issued by the FRC, which sets out
the principles of effective stewardship by institutional
investors. The Company’s investment portfolio is managed
by Odyssean Capital LLP who have extensive experience
and a strong commitment to effective stewardship.
The Board has delegated discretion to Odyssean Capital
LLP to exercise voting powers on its behalf in respect of
shares owned by the Company.
Nominee Share Code
Where the Company’s shares are held via a nominee
company name, the Company undertakes:
– to provide the nominee company with multiple copies
of shareholder communications, so long as an indication
of quantities has been provided in advance;and
– to allow investors holding shares through a nominee
company to attend general meetings, provided the correct
authority from the nominee company isavailable.
Nominee companies are encouraged to provide the
necessary authority to underlying shareholders to attend,
speak and vote at the Company’s general meetings.
Significant Holdings and Voting Rights
Details of the shareholders with substantial interests in the
Company’s shares, the Directors’ authorities to issue and
repurchase the Company’s shares, and the voting rights of
the shares are set out in the Report of the Directors.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities on pages61
and 62 describes the Directors’ responsibility for preparing
this Annual Report.
The Audit Committee Report on pages 54 to 56 explains
the work undertaken to allow the Directors to make
this statement and to apply the going concern basis of
accounting. It also sets out the main roles and responsibilities
and the work of the Audit Committee throughout the year
and describes the Directors’ review of the Company’s risk
management and internal controlsystems.
A description of the principal risks facing the Company
and an explanation of how they are being managed is
provided in the Strategic Report on pages 34 to 39.
The Board’s assessment of the Company’s longer-term
viability is set out in the Business Review on page 39.
Remuneration
The Directors’ Remuneration Report on pages 57 to 60
sets out the levels of remuneration for each Director and
explains how Directors’ remuneration is determined.
NSM Funds (UK) Limited
Company Secretary
16 June 2026
ODYSSEAN INVESTMENT TRUST PLC
54
Introduction from the Chairman
As Chairman of the Audit Committee, I am pleased to
present the Audit Committee Report for the year ended
31 March 2026 to shareholders.
Composition and Meetings
The Committee comprises all of the Company’s
independent non-executive Directors. As a result, the
Committee comprises the whole Board. The Committee
believes it is appropriate for the Chair of the Board to
be a member of the Audit Committee on account of her
relevant sector and accounting experience.
During the year ended 31 March 2026, the Committee
met twice and each Director’s attendance at these meetings
is set out in the table on page 50.
The experience of the Committee members can be assessed
from the Directors’ biographies set out on pages 42 and 43.
The Committee considers that its members have recent and
relevant financial experience and that the Committee as a
whole has competence relevant to the investment trust sector.
Role and Responsibilities
A comprehensive description of the Committee’s role, its
duties and responsibilities, can be found in its terms of
reference, which are available on the Company’s website
www.oitplc.com.
Significant Matters Considered During the Year
(a) Valuation of investments
The Board relies on the Administrator and the
Portfolio Manager to use correct listed prices and seeks
comfort in the testing of this process through their
internal controls reports. The Committee reviewed
with the Portfolio Manager and the Administrator
the valuation process of the Company’s investments
and the systems in place to ensure the accuracy of
thesevaluations.
(b) Existence and ownership of investments
The Company uses the services of an independent
custodian, CACEIS Bank, UK Branch, to hold the
assets of the Company. The records of the custodian
and the Portfolio Manager are reconciled daily.
(c) Annual Report and Financial Statements
The production of the Company’s Annual Report
(including the audit by the Company’s external
Auditor) is a thorough process involving input from
a number of different areas. In order to be able to
confirm that the Annual Report is fair, balanced
and understandable, the Board has requested that
the Committee advise on whether it considers these
criteria have been satisfied. As part of this process the
Committee has considered the following:
– the procedures followed in the production of the
Annual Report, including the processes in place to
assure the accuracy of the factual content;
– the extensive levels of review that were undertaken in
the production process, by the Company’s Portfolio
Manager and Company Secretary and the Committee;
and
– the internal control environment as operated by the
Portfolio Manager, Company Secretary and other
service providers.
As a result of the work undertaken by the Committee,
it has confirmed to the Board that the Annual Report
and the Financial Statements for the year ended
31 March 2026, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
financial position, performance, business model
andstrategy.
The Committee addressed the overall accuracy of
the Annual Report by considering the draft Annual
Report, a letter from the Company Secretary in
support of the letter of representation made by the
Board to the Auditor and the Auditor’s Report to
theCommittee.
The Committee also considered a number of
key reporting matters which are outlined in the
followingsections.
Other Reporting Matters
(a) Internal controls and risk management
As set out on page 33 the Board is responsible for the
risk assessment and review of internal controls of the
Company, undertaken in the context of the overall
investment objective.
Audit Committee Report
ODYSSEAN INVESTMENT TRUST PLC
55
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
The review covers the key business, operational,
compliance and financial risks facing the Company
and was carried out within the year. In arriving at its
judgement of what risks the Company faces, the Board
has considered the Company’s operations in the light
of the following factors:
– the nature of the Company, with all management
functions outsourced to third party service providers;
– the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
investment objective;
– the material controls of the Company and its service
providers;
– the threat of such risks becoming a reality; and
– the Company’s ability to reduce the incidence and
impact of risk on its performance.
Against this background, a risk matrix has been
developed which covers key risks the Company
faces, the likelihood of their occurrence and their
potential impact, how these risks are monitored and
mitigating controls in place. The Board has delegated
to the Committee the responsibility for the review and
maintenance of the risk matrix and it reviews, in detail,
the risk matrix each time it meets, bearing in mind any
changes to the Company, its environment or service
providers since the last review. Any significant changes
to the risk matrix are discussed with the whole Board.
(b) Going concern and longer-term viability
In line with the AIC Code, the Committee considered
the Company’s financial requirements and viability for
the forthcoming year and over a longer period of three
years. As a result of this assessment, the Committee
concluded that the Company had adequate resources
to continue in operation and meet its liabilities as they
fall due both for the forthcoming year and over the
following two years. Related disclosures are set out on
page39.
(c) Maintenance of investment trust status
The Portfolio Manager and the Administrator have
reported to the Audit Committee to confirm continuing
compliance with the requirements for maintaining
investment trust status. The position is also discussed
with the Auditor as part of the audit process.
(d) Half Year Report
The Committee reviewed the Half Year Report
and Financial Statements, which are not audited or
reviewed by the external Auditor, to ensure that the
accounting policies used in the Annual Financial
Statements were also used at the half-year stage and
that they portrayed a fair balanced and understandable
picture of the period in question.
(e) Accounting Policies
During the year the Committee ensured that the
accounting policies, as set out on pages 73 to 75, were
applied consistently throughout the year. In light of
there being no unusual transactions during the year
or other possible reasons, the Committee agreed that
there was no reason to change the policies.
( f) Internal Audit
The Committee considered whether there was a need
for the Company to have an internal audit function.
As the Company delegates its day-to-day operations
to third parties and has no employees, the Committee
concluded that there was no such need.
(g) Audit Regulation
While the Committee has not had to consider any new
audit regulations in the past year, it noted reporting
guidance and thematic reviews published by the FRC.
The Committee also reviews the outcomes of the
FRC’s annual Audit Quality Reviews and discusses the
findings with our Auditor.
The Committee has noted, in particular, the
publication by the FRC of the Minimum Standard
for Audit Committees and the revised UK Corporate
Governance Code. The Minimum Standard will
apply to the Company on a comply or explain basis
as it is included by reference in the UK Corporate
Governance Code. The Committee will seek to
comply with the Standard as far as it is appropriate for
an externally-managed investment company to do so.
Audit Fees and Non-Audit Services
An audit fee of £68,500 has been agreed in respect of the
audit for the year ended 31 March 2026 (2025: £66,500).
In accordance with the Company’s non-audit services policy,
the Audit Committee reviews the scope and nature of all
proposed non-audit services before engagement, to ensure
that auditor independence and objectivity are safeguarded.
The policy includes a list of non-audit services which may
be provided by the Auditor provided there is no apparent
Audit Committee Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
56
threat to independence, as well as a list of services which are
prohibited. In respect of any permissible non-audit service
up to a fee of £10,000 or where any urgent matters arise, the
Audit Committee has delegated authority to the Portfolio
Manager to approve these between meetings. Non-audit
services are capped at 70% of the average of the statutory
audit fees for the preceding three years. No non-audit
services were provided by the Auditor during the year ended
31 March 2026 (2025:none).
Further information on the fees paid to the Auditor is set
out in note 4 to the Financial Statements.
Effectiveness of the External Audit
The Audit Committee monitors and reviews the
effectiveness of the external audit carried out by the
Auditor, including a detailed review of the audit plan and
the audit results report, and makes recommendations to the
Board on the re-appointment, remuneration and terms of
engagement of the Auditor. This review takes into account
the experience and tenure of the audit partner and team, the
nature and level of services provided, and confirmation that
the Auditor has complied with independence standards.
Any concerns with the effectiveness of the external audit
process would be reported to the Board. No concerns were
raised in respect of the year ended 31 March 2026.
The Committee has direct access to the Auditor, KPMG
LLP, who attends Committee meetings on a regular basis.
The Committee has the opportunity to meet with the
Auditor without the Portfolio Manager nor the Company
Secretary being present.
Independence and objectivity of the Auditor
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
during the year. Following a review of the performance of the
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
obligations that would restrict the Committee in selecting
an alternative external auditor.
KPMG LLP have been the Auditor to the Company since
launch in 2018. The Auditor is required to rotate the audit
partner every five years. This is the third year for Matthew
Humphrey as audit partner.
No tender for the audit of the Company has been
undertaken. The Committee will review the continuing
appointment of the Auditor on an annual basis and
give regular consideration to the Auditor’s fees and
independence, along with matters raised during each audit.
Re-appointment of the Auditor
Following consideration of the performance of the
Auditor, the services provided during the year and a review
of its independence and objectivity, the Committee has
recommended to the Board the re-appointment of KPMG
LLP as Auditor to the Company.
In accordance with the requirements relating to the
appointment of Auditor, the Company would need to
conduct an audit tender no later than for the accounting
period beginning 1 April 2028.
Effectiveness of the Committee
The Committee’s performance over the past year was
reviewed and discussed as part of the annual Board
evaluation. The evaluation considered the composition of
the Committee and the efficacy of Committee meetings,
as well as assessing the Committee’s role in monitoring
and overseeing the Company’s financial reporting and
accounting, risk management and internal controls,
compliance with corporate governance regulations and
also the assessment of the external audit.
I am pleased to confirm that the evaluation result was
positive and no matters of concern or requirements for
change were highlighted.
Richard King
Chairman of the Audit Committee
16 June 2026
Audit Committee Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
57
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Statement from the Chairman
I am pleased to present the Directors’ Remuneration
Report for the year ended 31 March 2026.
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 2026, the annual fees were
set out at the rate of £43,000 for the Chairman, £35,000
for the Chairman of the Audit committee and £30,000 for
a Director.
For the year ending 31 March 2027, Directors’ fees
increased with effect from 1 April 2026 as follows: £45,000
for the Chairman, £36,000 for the Chairman of the Audit
Committee and £31,000 for a Director.
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 receive and approve the Directors’
Remuneration Report.
The Directors’ Remuneration Policy was last approved
by shareholders at the AGM held on 4 September 2025
and an ordinary resolution to approve the policy will be
put to shareholders at the 2028 AGM. The provisions
of the Remuneration Policy, as detailed on page60, 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.
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.
50
70
90
110
130
150
170
190
DNSCI + AIM ex. IC
OIT Share Price
April 2018
Aug 2018
Dec 2018
Feb 2019
Mar 2019
May 2019
Sep 2019
Jan 2020
May 2020
Sep 2020
Jan 2021
May 2021
Sep 2021
Jan 2022
May 2022
Sep 2022
Jan 2023
May 2023
Sep 2023
Jan 2024
May 2024
Sep 2024
Jan 2025
May 2025
Sep 2025
Jan 2026
March 2026
As at 31 March 2026. Performance measured from close of business on 1 May 2018. Share performance since inception assumes IPO price of 100.0p.
Source:Bloomberg. Rebased to 100.
Directors’ Remuneration Report
ODYSSEAN INVESTMENT TRUST PLC
58
Directors’ Remuneration for the Year Ended 31 March 2026 (audited)
The single total figure table below details the remuneration received by the Directors who served during the year:
Year ended 31 March 2026 Year ended 31 March 2025
Director Fees
Taxable
benefits Total Fees
Taxable
benefits Total
Linda Wilding £43,000 £227 £43,227 £39,500 £1,137 £40,637
Arabella Cecil
1
£12,881 – £12,881 £28,100 – £28,100
Peter Hewitt £30,000 £1,448 £31,448 – £1,264 £1,264
Richard King £35,000 – £35,000 £32,200 – £32,200
Neil Mahapatra £30,000 – £30,000 £28,100 – £28,100
Michael Sayers
2
£5,000 – £5,000 – – –
£155,881 £1,675 £157,556 £127,900 £2,401 £130,301
1
Retired from the Board on 4 September 2025.
2
Appointed to the Board on 1 February 2026.
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
2026
Fees
2026
% Change
2025
Fees
2025
% Change
2024
Fees
2024
% Change
2023
Fees
2023
% Change
2022
Fees
2022
% Change
Linda Wilding £43,000 8.9% £39,500 236% £11,769 n/a n/a – n/a –
Arabella Cecil
1
£12,881 (54.42)% £28,100 4% £27,000 4% £25,900 4% £25,000 4%
Peter Hewitt £30,000 –% – – – – – – – –
Richard King £35,000 8.7% £32,200 4% £31,000 5% £29,500 4% £28,500 4%
Neil Mahapatra £30,000 6.8% £28,100 4% £27,000 n/a n/a – n/a –
Michael Sayers
2
£5,000 –% n/a n/a n/a n/a n/a n/a n/a n/a
1
Retired from the Board on 4 September 2025.
2
Appointed to the Board on 1 February 2026.
Relative Importance of Spend on Pay
The table below shows the amount of the Company’s income spent on pay.
Year ended
31 March 2026
Year ended
31 March 2025
Spend on Directors’ fees* £157,556 £130,301
Management fee and other expenses £3,306,000 £3,325,000
* The Company has no employees and the total spend on pay comprises only the Directors’ fees.
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’
Directors’ Remuneration Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
59
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
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)
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 2026 and 31 March 2025 are
shown in the table below:
31 March
2026
Number of shares
31 March
2025
Number of shares
Peter Hewitt 70,000 35,000
Richard King 119,855 106,365
Neil Mahapatra 50,152 16,700
Linda Wilding 151,500 151,500
Michael Sayers 150,000 –
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 2026 to the date of this report, there have
been no other changes to any of the Directors’ share interests.
Voting at AGM
The Directors’ Remuneration Report for the year ended 31 March 2025 was approved at the AGM held on 4 September
2025. The votes cast by proxy on the resolution were:
Directors’ Remuneration Report
Number of votes % of votes cast
For 55,801,357 99.97
Against 14,240 0.03
Total votes cast 55,815,597 41.67
Any proxy votes which were at the discretion of the Chairman were included in the “For” total.
Directors’ Remuneration Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
60
Remuneration Policy
The Company follows the recommendation of the AIC
Code that non executive Directors’ remuneration should
reflect the time commitment and responsibilities of
the role. The Board’s policy is that the remuneration of
non- executive Directors should reflect the experience of
the Board as a whole, and be determined with reference to
comparable organisations and appointments.
All Directors are non-executive, appointed under the terms
of letters of appointment. There are no service contracts in
place. The Company has no employees.
The fees for the non-executive Directors are determined
within the limits (not to exceed £300,000 per annum)
set out in the Company’s Articles of Association, or any
greater sum that may be determined by special resolution
of the Company. Directors are not eligible for bonuses,
share options, long-term incentive schemes or other
performance-related benefits as the Board does not believe
that this is appropriate for non-executive Directors. There
are no pension arrangements or retirement benefits in
place for the Directors of the Company.
Under the Company’s Articles of Association, if any
Director is called upon to perform or render any special
duties or services outside their ordinary duties as a Director,
they may be paid such reasonable additional remuneration
as the Board, or any committee authorised by the Board,
may from time to time determine.
The Directors are entitled to be repaid all reasonable
travelling, hotel and other expenses properly incurred
by them in or about the performance of their duties as
Director, including any expenses incurred in attending
meetings of the Board or any committee of the Board or
general meetings of the Company.
Directors’ and Officers’ liability insurance cover is
maintained by the Company on behalf of the Directors.
Directors’ fee levels
Component Role
Rate at
1 April
2026
Purpose of
Remuneration
Annual fee Chairman £45,000 Commitment as
Chairman
1
Annual fee Non-executive
Director
£31,000 Commitment as
non-executive Director
2
Additional
fee
Chairman of
the Audit
Committee
£5,000 For additional
responsibilities and
time commitments
3
borrowing
Additional
fee
All Directors N/A For extra or special
services performed in
their role as a Director
4
Expenses All Directors N/A Reimbursement of
expenses incurred in
the performance of
duties as a Director
1 The Chairman of the Board is paid a higher fee than the other Directors to
reflect the more onerous role.
2 The Company’s Articles of Association limit the aggregate fees payable to the
Board of Directors to £300,000 per annum.
3 The Chairman of the Audit Committee is paid a higher fee than the other
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.
Each of the Directors has agreed to use a cumulative amount
equal to their applicable Directors’ fees (net of applicable
taxes) to acquire the Company’s ordinary shares in the
secondary market, subject to regulatory requirements.
Fees are reviewed annually in accordance with the above
policy. The fee for any new Director appointed to the
Board will be determined on the same basis. The Company
is committed to ongoing shareholder dialogue and any
views expressed by shareholders on the fees being paid to
Directors would be taken into consideration by the Board
when reviewing the Directors’ remuneration policy and in
the annual review of Directors’ fees.
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
16 June 2026
Directors’ Remuneration Report (continued)
ODYSSEAN INVESTMENT TRUST PLC
61
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial period. Accordingly,
the Directors have prepared the Financial Statements
in accordance with IFRS as adopted by the United
Kingdom. Under company law, the Directors must not
approve the Financial Statements unless they are satisfied
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
for that period.
In preparing the Financial Statements, the Directors are
required to:
– select suitable accounting policies in accordance with
IAS 8: “Accounting Policies, Changes in Accounting
Estimates and Errors” and then apply them
consistently;
– present information, including accounting policies, in
a manner that provides relevant, reliable, comparable
and understandable information;
– provide additional disclosures when compliance
with specific requirements in IFRS is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on
the Company’s financial position and financial
performance;
– state whether applicable IFRS have been followed,
subject to any material departures disclosed and
explained in the Financial Statements;
– make judgements and accounting estimates that are
reasonable and prudent; and
– prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the Financial Statements
comply with Companies Act 2006 and Article 4 of the
IAS Regulation. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that comply with that law and
those regulations, and for ensuring that the Annual Report
includes information required by the UK Listing Rules of
the FCA.
The Financial Statements are published on the Company’s
website, www.oitplc.com, which is maintained on behalf
of the Company by Cadarn. The work carried out
by the Auditor does not involve consideration of the
maintenance and integrity of this website and accordingly,
the Auditor accepts no responsibility for any changes that
have occurred to the Financial Statements since they were
initially presented on the website.
Under the Portfolio Management Agreement, the
Portfolio Manager is responsible for the maintenance
and integrity of the corporate and financial information
included on the Company’s website. Visitors to the
website need to be aware that legislation in the United
Kingdom covering the preparation and dissemination
of the financial statements may differ from legislation in
their jurisdiction.
We confirm that to the best of our knowledge:
– the Financial Statements, which have been prepared
in accordance with IFRS as adopted by the United
Kingdom, give a true and fair view of the assets,
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.
Statement of Directors’ Responsibilities
ODYSSEAN INVESTMENT TRUST PLC
62
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
16 June 2026
Statement of Directors’ Responsibilities (continued)
ODYSSEAN INVESTMENT TRUST PLC
63
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
1. Our opinion is unmodified
We have audited the financial statements of Odyssean
Investment Trust Plc (“the Company”) for the year
ended 31 March 2026 which comprise the statement of
comprehensive income, statement of changes in equity,
statement of financial position, cash flow statement, and
the related notes, including the accounting policies in
note1.
In our opinion the financial statements:
– give a true and fair view of the state of the Company’s
affairs as at 31 March 2026 and of its return for the
year then ended;
– have been properly prepared in accordance with UK-
adopted international accounting standards; and
– have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities 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.
We were first appointed as auditor by the directors on
29 November 2018. The period of total uninterrupted
engagement is for the eight financial years ended 31 March
2026. We have fulfilled our ethical responsibilities under,
and we remain independent of the Company in accordance
with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were
provided.
Overview
Materiality:
Financial statements as
a whole
£2.4m (2025: £1.8m)
1% of Total Assets (2025: 1%)
Key audit matters vs 2025
Recurring risks Carrying amount of
quoted investments
to the members of Odyssean Investment Trust plc
Independent
auditor’s report
t
t
ODYSSEAN INVESTMENT TRUST PLC
64
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 2025), in arriving at our audit opinion
above, 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
investments
(2026: £238.8m;
2025: £183.0m)
Refer to page 53 (Audit
Committee Report), page 73
(accounting policy) and pages
78 - 79 (financial disclosures)
Low risk, high value
The Company’s portfolio of quoted
investments makes up 98.9% (2025:
99.0%) of the Company’s total assets
by value and is considered to be the key
driver of results. We do not consider
these investments to be at a high
risk of significant misstatement, or
to be subject to a significant level of
judgement because they comprise liquid,
quoted investments. However, due to
their materiality in the context of the
financial statements as a whole, they
are considered to be the area which had
the greatest effect on our overall audit
strategy and allocation of resources in
planning and completing our audit.
We performed the tests below rather than seeking
to rely on any of the Company’s controls because the
nature of the balance is such that we would expect to
obtain audit evidence primarily through the detailed
procedures described.
Our procedures included:
Tests of detail: Agreeing the valuation of 100% of
investments in the portfolio to externally quoted prices;
and
Enquiry of custodians: Agreeing 100% of investment
holdings in the portfolio to independently received third
party confirmations from investment custodians.
Our results
– We found the carrying amount of quoted investments
to be acceptable (2025: acceptable).
3. Our application of materiality and an overview of the
scope of our audit
Materiality for the financial statements as a whole was set
at £2.4m (2025: £1.8m ), determined with reference to a
benchmark of total assets, of which it represents 1% (2025:
1%).
In line with our audit methodology, our procedures on
individual account balances and disclosures were performed
to a lower threshold, performance materiality, so as to reduce
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% (2025: 75%) of
materiality for the financial statements as a whole, which
equates to £1.8m (2025: £1.6m). We applied this percentage in
our determination of performance materiality because we did
not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £120k
(2025: £92k), in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality
level specified above and was performed by a single audit team.
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65
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Additional Information Overview
ODYSSEAN INVESTMENT TRUST PLC
3. Our application of materiality and an overview of the
scope of our audit (continued)
As disclosed on page 29, administrative operations of the Company
are provided by NSM Funds (UK) Limited (the ‘Administrator’). We
therefore identified that the financial reporting system operated by
the Company’s Administrator to be the main IT system relevant to
our audit. We obtained and read the Administrator’s type 2 service
organisation controls report to assist us in evaluating the design of
the IT general controls of the main finance system and whether
there is a need to iterate our initial risk assessment.
We took a fully substantive approach in all areas of our audit,
consistent with our approach noted within the key audit matters in
section 2 of our report, as we consider this to be a more efficient
and effective approach to gaining the appropriate audit evidence.
We did not plan to rely on any of the Company’s controls in relation
to any areas of our audit, because the nature of the majority of
the Company’s balances (including cash and dividend income) is
such that we would expect to obtain audit evidence primarily from
external confirmations (for cash) and data analytical procedures (for
dividend income) based on the investment portfolio confirmed by
the custodian and external market data.
4. Going concern
The Directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Company
or to cease its operations, and as they have concluded that the
Company’s financial position means that this is realistic. They have
also concluded that there are no material uncertainties that could
have cast significant doubt over its ability to continue as a going
concern for at least a year from the date of approval of the financial
statements (“the going concern period”).
We used our knowledge of the Company, its industry, and the
general economic environment to identify the inherent risks to its
business model and analysed how those risks might affect the
Company’s financial resources or ability to continue operations over
the going concern period. The risks that we considered most likely
to adversely affect the Company’s available financial resources and
its ability to operate over this period were:
– impact of a significant reduction in the valuation of
investments;
– the liquidity of the Level 1 investments and its ability to
meet the liabilities of the Company as and when they fall
due; and
– the operational resilience of key service organisations.
We considered whether these risks could plausibly affect the
liquidity in the going concern period by assessing the degree of
downside assumption that, individually and collectively, could
result in a liquidity issue, taking into account the Company’s liquid
investment position (and the results of their stress testing).
Our conclusions based on this work:
– we consider that the directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
– we have not identified, and concur with the directors’
assessment that there is not, a material uncertainty related
to events or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to continue
as a going concern for the going concern period; and
– we found the going concern disclosure in note 1 to be
acceptable.
However, as we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were
made, the above conclusions are not a guarantee that the
Company will continue in operation.
5. Fraud and breaches of laws and regulations – ability
to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud
risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to
commit fraud. Our risk assessment procedures included:
– enquiring of Directors as to the Company’s high-level
policies and procedures to prevent and detect fraud,
as well as whether they have knowledge of any actual,
suspected or alleged fraud;
– assessing the segregation of duties in place between the
Directors, the Administrator and the Company’s Investment
Manager; and
– reading Board and Audit Committee minutes.
As required by auditing standards, we perform procedures to
address the risk of management override of controls, in particular
to the risk that management may be in a position to make
inappropriate accounting entries. We evaluated the design and
implementation of the controls over journal entries and other
adjustments and made inquiries of the Administrator about
inappropriate or unusual activity relating to the processing of
journal entries and other adjustments. We substantively tested
all material post closing entries and, based on the results of our
risk assessment procedures and understanding of the process,
including the segregation of duties between the Directors and
the Administrator, no further high-risk journal entries or other
adjustments were identified.
On this audit we do not believe there is fraud risk related to
revenue recognition because the revenue is non-judgemental and
straightforward, with limited opportunity for manipulation. We did not
identify any significant unusual transactions or additional fraud risks
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably
be expected to have a material effect on the financial statements
from our general commercial and sector experience and
through discussion with the Directors, the Investment Manager
and the Administrator (as required by auditing standards) and
discussed with the Directors the policies and procedures
regarding compliance with laws and regulations. As the Company
is regulated, our assessment of risks involved gaining an
understanding of the control environment including the entity’s
procedures for complying with regulatory requirements.
The potential effect of these laws and regulations on the financial
statements varies considerably.
Firstly, the Company is subject to laws and regulations that
directly affect the financial statements including financial reporting
legislation (including related companies legislation), distributable
profits legislation, and its qualification as an Investment Trust
under UK taxation legislation, any breach of which could lead to
the Company losing various deductions and exemptions from UK
corporation tax, and we assessed the extent of compliance with
these laws and regulations as part of our procedures on the related
financial statement items.
ODYSSEAN INVESTMENT TRUST PLC
66
5. Fraud and breaches of laws and regulations – ability to
detect (continued)
Secondly, the Company is subject to many other laws and
regulations where the consequences of non-compliance could
have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or
litigation. We identified the following areas as those most likely to
have such an effect: money laundering, data protection, bribery and
corruption legislation and certain aspects of company legislation
recognising the financial and regulated nature of the Company’s
activities and its legal form. Auditing standards limit the required
audit procedures to identify non-compliance with these laws
and regulations to enquiry of the Directors and the Administrator
and inspection of regulatory and legal correspondence, if any.
Therefore, if a breach of operational regulations is not disclosed
to us or evident from relevant correspondence, an audit will not
detect that breach.
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we
have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed non-
compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the
inherently limited procedures required by auditing standards would
identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
6. We have nothing to report on the other information in
the Annual Report
The directors are responsible for the other information presented
in the Annual Report together with the financial statements. Our
opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or,
except as explicitly stated below, any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so,
consider whether, based on our financial statements audit work,
the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge. Based solely on
that work we have not identified material misstatements in the
other information.
Strategic report and directors’ report
Based solely on our work on the other information:
– we have not identified material misstatements in the
strategic report and the directors’ report;
– in our opinion the information given in those reports for the
financial year is consistent with the financial statements;
and
– in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether there
is a material inconsistency between the directors’ disclosures in
respect of emerging and principal risks and the viability statement,
and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
– the directors’ confirmation within the Risk Management
disclosures on page 33 that they have carried out a robust
assessment of the emerging and principal risks facing the
Company, including those that would threaten its business
model, future performance, solvency and liquidity;
– the Risk Management disclosures describing these risks
and how emerging risks are identified, and explaining how
they are being managed and mitigated; and
– the directors’ explanation in the viability statement of how
they have assessed the prospects of the Company, over
what period they have done so and why they considered
that period to be appropriate, and their statement as
to whether they have a reasonable expectation that
the Company will be able to continue in operation and
meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the viability statement, set out
on page 39 under the UK Listing Rules. Based on the above
procedures, we have concluded that the above disclosures are
materially consistent with the financial statements and our audit
knowledge.
Our work is limited to assessing these matters in the context
of only the knowledge acquired during our financial statements
audit. As we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the absence of anything to report on these
statements is not a guarantee as to the Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
corporate governance disclosures and the financial statements
and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements
and our audit knowledge:
– the directors’ statement that they 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;
– the section of the annual report describing the work of
the Audit Committee, including the significant issues that
the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
ODYSSEAN INVESTMENT TRUST PLC
67
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– the section of the annual report that describes the review
of the effectiveness of the Company’s risk management
and internal control systems.
We are required to review the part of Corporate Governance
Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified by
the UK Listing Rules for our review. We have nothing to report in
this respect.
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:
– adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
– the Company financial statements and the part of the
Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
– certain disclosures of directors’ remuneration specified by
law are not made; or
– we have not received all the information and explanations
we require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 61,
the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and
fair view; such internal control as they determine is necessary
to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error;
assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
using the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report. Reasonable assurance is
a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the
financial statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements
in an annual financial report prepared under Disclosure Guidance
and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report
provides no assurance over whether the annual financial report
has been prepared in accordance with those requirements.
9. The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and
the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Matthew Humphrey, (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GH
16 June 2026
ODYSSEAN INVESTMENT TRUST PLC
68
FINANCIAL STATEMENTS
69 Statement of Comprehensive Income
70 Statement of Changes in Equity
71 Statement of Financial Position
72 Cash Flow Statement
73 Notes to the Financial Statements
Financial Statements
ODYSSEAN INVESTMENT TRUST PLC
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Additional Information Overview
Statement of Comprehensive Income
Year ended 31 March 2026 Year ended 31 March 2025
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Income 2 2,534 – 2,534 2,900 – 2,900
Gains/(losses) on investments at fair value 7 – 46,982 46,982 – (22,984) (22,984)
Currency exchange (losses)/gains – (10) (10) – 4 4
Gross return 2,534 46,972 49,506 2,900 (22,980) (20,080)
Expenses
Portfolio management and performance fees 3 (2,166) – (2,166) (2,059) – (2,059)
Other expenses 4 (1,140) – (1,140) (1,266) – (1,266)
Total expenses (3,306) – (3,306) (3,325) – (3,325)
Net return before taxation (772) 46,972 46,200 (425) (22,980) (23,405)
Taxation 5 – – – (37) – (37)
Net return for the year (772) 46,972 46,200 (462) (22,980) (23,442)
Basic and diluted return per share (pence) 6 (0.6) 34.7 34.1 (0.4) (17.8) (18.2)
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.
for the year ended 31 March 2026
ODYSSEAN INVESTMENT TRUST PLC
70
Statement of Changes in Equity
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Year ended 31 March 2026
Opening balance as at 1 April 2025 1,330 72,823 85,475 24,741 (857) 183,512
Net return for the year - - - 46,972 (772) 46,200
Net proceeds from share issuance 61 10,160 - - - 10,221
As at 31 March 2026 1,391 82,983 85,475 71,713 (1,629) 239,933
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
To t a l
£’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 116 19,281 – – – 19,397
As at 31 March 2025 1,330 72,823 85,475 24,741 (857) 183,512
The accompanying notes are an integral part of these financial statements.
for the year ended 31 March 2026
ODYSSEAN INVESTMENT TRUST PLC
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Statement of Financial Position
Notes
As at 31 March
2026
£’000
As at 31 March
2025
£’000
Non current assets
Investments at fair value through profit or loss 7 238,819 182,971
Current assets
Trade and other receivables 8 1,194 487
Cash and cash equivalents 1,593 1,436
2,787 1,923
Total assets 241,606 184,894
Current liabilities
Trade and other payables 9 (1,673) (1,382)
Total liabilities (1,673) (1,382)
Total assets less current liabilities 239,933 183,512
Net assets 239,933 183,512
Represented by:
Share capital 10 1,391 1,330
Share premium account 82,983 72,823
Special distributable reserve 10 85,475 85,475
Capital reserve 71,713 24,741
Revenue reserve (1,629) (857)
Total equity attributable to equity holders of the Company 239,933 183,512
Basic and diluted net asset value per ordinary share (pence) 11 172.4 137.9
The accompanying notes are an integral part of these financial statements.
These statements were approved and authorised for issue by the Board on 16 June 2026 and signed on its behalf by:
Linda Wilding
Chairman
Company Registered Number: 11121934
as at 31 March 2026
ODYSSEAN INVESTMENT TRUST PLC
72
Cash Flow Statement
Year ended
31 March 2026
£’000
Year ended
31 March 2025
£’000
Reconciliation of net return before taxation to net cash outflow from
operating activities
Net return before taxation 46,200 (23,405)
(Gains)/losses on investments held at fair value through profit and loss (46,972) 22,980
Increase in receivables (312) (357)
Increase in payables 142 20
Taxation paid – (37)
Net cash outflow from operating activities (942) (799)
Investing activities
Purchases of investments (40,327) (68,168)
Sales of investments 31,215 46,067
Net cash outflow from investing activities (9,112) (22,101)
Financing activities
Net proceeds from share issuance 10,221 19,397
Net cash inflow from financing activities 10,221 19,397
Increase/(decrease) in cash and cash equivalents 167 (3,503)
Reconciliation of net cash flow movements in funds
Cash at the beginning of the year 1,436 4,935
Exchange rate movements (10) 4
Increase/(decrease) in cash 167 (3,503)
Cash at end of year 1,593 1,436
The accompanying notes are an integral part of these financial statements.
for the year ended 31 March 2026
ODYSSEAN INVESTMENT TRUST PLC
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Financial Statements
Additional Information Overview
for the year ended 31 March 2026
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.
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 amended in July 2022, 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
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.
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
volatility from trade tariffs and the conflicts in Ukraine and the Middle East on the Company, operations
and the investment portfolio.
The Directors noted the net cash balance exceeds any short-term liabilities, the Company has no debt and
the Company holds a portfolio of investments listed on the London Stock Exchange. The Company is a
closed end fund, where assets are not required to be liquidated to meet redemptions. Whilst the economic
future is uncertain, and the Directors believe it is possible the Company could experience further reductions
in income and/or market value this should not be to a level which would threaten the Company’s ability to
continue as a going concern. The Directors, the Portfolio Manager and other service providers have put in
place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material
uncertainties that may cast doubt upon the Company’s ability to continue as a going concern, having taken
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.
Notes to the Financial Statements
ODYSSEAN INVESTMENT TRUST PLC
74
Notes to the Financial Statements (continued)
for the year ended 31 March 2026
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. In December 2025, the AIC issued an amended SORP applicable
to accounting periods beginning on or after 1 January 2026 which the Company has not adopted early.
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.
The Directors have applied their judgement for the allocation of expenses between revenue and capital in
the income statement as set out in note 1h, the treatment of special dividend income between capital and
income, as set out in note 1g, the assessment of the Company as an investment entity as set out in note 1f
and in the assessment of the Company’s continuing Investment Trust status. The Directors do not believe
that these judgements nor any accounting estimates, assumptions or judgements that have been applied to
the financial statements have a significant risk of causing material adjustment to the carrying amount of assets
and liabilities within the next financial year.
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.
The Company has determined that it is an investment entity under the definition of IFRS 10 as it meets the
following criteria:
i. The Company has obtained funds from investors for the purpose of providing those investors with
investment management services;
ii. The Company’s business purpose is to invest funds solely for returns from capital appreciation,
investment income or both; and
iii. The performance of investments made by the Company are substantially measured and evaluated on a
fair value basis.
As a consequence, the Company has applied the exemption from accounting for its associates using the
equity method as permitted by IAS 28 and accounts for them at fair value through profit or loss.
ODYSSEAN INVESTMENT TRUST PLC
75
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
for the year ended 31 March 2026
1. Material Accounting Policies (continued)
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.
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.
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.
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.
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
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.
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 £62,223,000 as at 31 March 2026 (2025: £67,268,000).
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
by way of dividends, to the extent realised.
ODYSSEAN INVESTMENT TRUST PLC
76
Notes to the Financial Statements (continued)
for the year ended 31 March 2026
2. Income
Year ended 31 March 2026 Year ended 31 March 2025
Income
£’000
Capital
£’000
Total
£’000
Income
£’000
Capital
£’000
To t a l
£’000
Income from investments*
UK dividends 2,477 – 2,477 2,500 – 2,500
Overseas dividends – – – 245 – 245
2,477 – 2,477 2,745 – 2,745
Other income
Bank interest 55 – 55 159 – 159
Exchange gain/(loss) 2 – 2 (4) – (4)
Total income 2,534 – 2,534 2,900 – 2,900
* 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 2026 Year ended 31 March 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Portfolio management fee 2,166 – 2,166 2,059 – 2,059
Performance fee – – – – – –
2,166 – 2,166 2,059 – 2,059
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 2026, no performance fee has
been accrued (2025:£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 29 and 30.
ODYSSEAN INVESTMENT TRUST PLC
77
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
for the year ended 31 March 2026
4. Other expenses
Year ended
31 March 2026
£’000
Year ended
31 March 2025
£’000
Administration fees – Frostrow* – 376
Administration fees – NSM 334 54
Administration fees – Cadam 243 84
Director’s fees** 156 128
Broker fees 60 62
Auditor fees*** 69 67
Custody fees 28 28
Registrar fees 23 29
Other expenses**** 227 438
1,140 1,266
* Frostrow resigned as Administrator during the year to 31 March 2025.
** During the year to 31 March 2025, Peter Hewitt did 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. Further details can be found in the Directors’ Remuneration Report on page 58.
*** Exclusive of VAT. The Company’s auditor provided no non-audit services (2025: none) during the year.
**** Other expenses in the year to 31 March 2025 includes £300,000 of fees relating to the tender offer undertaken during the year.
5. Taxation
Year ended 31 March 2026 Year ended 31 March 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Analysis of charge in year
Current tax:
Overseas withholding tax suffered – – – 37 – 37
– – – 37 – 37
ODYSSEAN INVESTMENT TRUST PLC
78
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
5. Taxation (continued)
The current taxation charge for the year is the standard rate of Corporation Tax in the UK of 25% (2025: 25%).
The differences are explained below:
Year ended 31 March 2026 Year ended 31 March 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
To t a l
£’000
Net return before taxation (772) 46,972 46,200 (425) (22,980) (23,405)
Theoretical tax at UK corporation tax
rate of 25% (2025: 25%) (193) 11,743 11,550 (106) (5,745) (5,851)
Effects of:
UK dividends that are not taxable (619) – (619) (625) – (625)
Overseas dividends that are not
taxable – – – (61) – (61)
Non-taxable investment (gains)/losses – (11,743) (11,743) – 5,745 5,745
Irrecoverable overseas withholding tax – – – 37 – 37
Unrelieved excess management
expenses 812 – 812 792 – 792
– – – 37 – 37
Factors that may affect future tax charges
At 31 March 2026, the Company had no unprovided deferred tax liabilities (2025: £nil). At that date, based on
current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses
of £21,661,000 (2025: £18,410,000) that are available to offset future taxable revenue. A deferred tax asset
of £5,415,000 (2025: 4,603,000) 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
135,234,041 (2025: 128,803,537).
There are no dilutive instruments issued by the Company.
ODYSSEAN INVESTMENT TRUST PLC
79
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
7. Investments held at fair value through profit or loss
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Opening book cost 225,498 192,012
Opening investment holding losses (42,527) (9,716)
Total 182,971 182,296
Analysis of transactions made during the year
Purchases at cost 40,476 67,919
Sales proceeds received (31,610) (44,260)
(Losses)/gains on sales of investments (5,035) 9,827
Unrealised gains/(losses) on investment holding 52,017 (32,811)
Closing fair value 238,819 182,971
Closing book cost 229,329 225,498
Closing investment holding gains/(losses) 9,490 (42,527)
Closing fair value 238,819 182,971
Transaction costs 220 318
The Company is required to classify fair value measurements using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The fair value hierarchy consists of the following
three levels:
– Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
An active market is a market in which transactions for the asset or liability occur with sufficient frequency
and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would
take place between market participants at the measurement date. Quoted prices provided by external pricing
services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market
transactions on an arms length basis.
– Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices).
– Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
ODYSSEAN INVESTMENT TRUST PLC
80
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
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 2026 As at 31 March 2025
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
To t a l
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Quoted at fair value 238,819 238,819 – – 182,296 182,296 – –
Total 238,819 238,819 – – 182,296 182,296 – –
There were no transfers between levels during the year.
The Company held interests of 3% or more of any share class in eight investee companies (2025: seven investee
companies).
Valuation
£’000
% of
voting rights
Xaar 21,046 23.3
Dialight 25,020 22.3
Flowtech Fluidpower 5,594 16.4
Gooch and Housego 24,618 12.1
XP Power 34,998 10.2
James Fisher and Sons 19,295 8.4
NCC Group 25,476 7.6
Blackline Safety 11,410 3.4
8. Trade and other receivables
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Due from brokers 395 –
Dividend income receivable 693 378
Other receivables 106 109
1,194 487
ODYSSEAN INVESTMENT TRUST PLC
81
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
9. Trade and other payables
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Due to brokers 875 726
Portfolio management fees 606 478
Other payables 192 178
1,673 1,382
10. Share capital
Year ended 31 March 2026 Year ended 31 March 2025
Number of
Shares £’000
Number of
Shares £’000
Issued and fully paid:
Ordinary shares of 1p:
Balance at the beginning of the year 133,094,212 1,330 121,452,053 1,214
Shares issued during the year 6,108,579 61 11,642,159 116
Balance at the end of the year 139,202,791 1,391 133,094,212 1,330
The Company currently has no shares in treasury. During the year, the Company issued 6,108,579 new ordinary
shares (2025: 11,642,159) for aggregate net proceeds of £10,221,000 (2025: £19,397,000) after issue costs of
£89,000 (2025: £184,000).
11. Net asset value per ordinary share
The basic net asset value per ordinary share is based on net assets of £239,933,000 (2025: £183,512,000) and the
number of ordinary shares in issue of 139,202,791 (2025: 133,094,212).
There are no dilutive instruments issued by the Company.
ODYSSEAN INVESTMENT TRUST PLC
82
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
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 £23,882,000 (2025: £18,297,000).
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 two investments in foreign currencies as at
31March2026 (2025: three). 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.
ODYSSEAN INVESTMENT TRUST PLC
83
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
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.
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Euro 5,124 7,146
CAD 11,410 7,092
16,534 14,238
Foreign currency sensitivity
The table below shows the impact on the Company’s net gain after taxation for the year ended and net assets,
if sterling had strengthened/weakened by 10% against the Euro and Canadian Dollar.
As at
31 March
2026
Strengthened
As at
31 March
2026
Weakened
As at
31 March
2025
Strengthened
As at
31 March
2025
Weakened
Euro (466) 569 (649) 794
CAD (1,037) 1,268 (645) 788
(1,503) 1,837 (1,294) 1,582
Interest rate risk
Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. Interest rate movements may potentially affect future cash flows from the
level of income receivable on cash deposits.
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 2026 of £1,593,000 (2025: £1,436,000), a 1% increase
in interest rates would increase the revenue return and net assets by £16,000 (2025: £14,000) and a fall of 1%
in interest rates would have the opposite effect on the Company’s revenue return and net assets.
The Portfolio Manager actively manages the cash positions of the Company.
ODYSSEAN INVESTMENT TRUST PLC
84
for the year ended 31 March 2026
Notes to the Financial Statements (continued)
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 £1,593,000
(2025:£1,436,000) 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 2026 was £2,166,000
(2025: £2,059,000), of which £606,000 (2024: £478,000) was outstanding at 31 March 2026.
Fees paid to the Company’s Directors and Directors’ shareholdings, are disclosed in the Directors’ Remuneration
Report. At the year end, there were no outstanding fees payable to Directors (2025: £7,000).
14. Subsequent events
Since the year end, the Company has issued 1,178,000 Ordinary Shares for net proceeds of £2,345,843, after
purchase costs of £14,000.
Since the year end and to the 11 June 2026, the latest practicable date prior to the publication of this report, the
Company’s NAV per share has increased 21.6% to 209.7p due to increases in the market value of the Company’s
portfolio investments and Share price per share increased 16.2% to 200.5p.
ODYSSEAN INVESTMENT TRUST PLC
85
Additional Information
ADDITIONAL INFORMATION
86 Shareholder Information
87 Glossary
89 Corporate Information
ODYSSEAN INVESTMENT TRUST PLC
86
Investing in the Company
The Company’s shares are traded openly on the London
Stock Exchange and can be purchased through a stock
broker or other financial intermediary. The shares are
available through savings plans (including Investment
Dealing Accounts, ISAs, Junior ISAs and SIPPs) which
facilitate both regular monthly investments and lump sum
investments in the Company’s shares. There are a number
of investment platforms that offer these facilities. A list of
some of them, that is neither comprehensive nor constitutes
any form of recommendation, can be found below:
AJ Bell YouInvest www.youinvest.co.uk
Barclays Smart Investor www.barclays.co.uk/smart-investor
Bestinvest www.bestinvest.co.uk
Charles Stanley Direct www.charles-stanley-direct.co.uk
Halifax Share Dealing www.halifaxsharedealing-
online.co.uk/
Hargreaves Lansdown www.hl.co.uk
HSBC www.hsbc.co.uk/investments
iDealing www.idealing.com
interactive investor www.ii.co.uk
iWeb www.iweb-sharedealing.co.uk/
share-dealing-home.asp
Risk warnings
Past performance is no guarantee of future performance.
The value of your investment and any income from it may
go down as well as up and you may not get back the amount
invested. This is because the share price is determined by
the changing conditions in the relevant stock markets in
which the Company invests and by the supply and demand
for the Company’s shares. As the shares in an investment
trust are traded on a stock market, the share price will
fluctuate in accordance with the supply and demand and
may not reflect the underlying net asset value of the shares;
where the share price is less than the underlying value of the
assets, the difference is known as the ‘discount’. For these
reasons investors may not get back the original amount
invested. Although the Company’s shares are denominated
in sterling, it may invest in stocks and shares which are
exposed to currencies other than sterling and to the extent
they do so, they may be affected by movements in exchange
rates. Investors should note that tax rates and reliefs may
change at any time in the future. The value of ISA tax
advantages will depend on personal circumstances. The
favourable tax treatments of ISAs may not be maintained.
Share capital and NAV information
Ordinary 1p shares 139,202,791 as at 31 March
2026
SEDOL number BFFK7H5
ISIN GB00BFFK7H57
Ticker OIT
LEI 213800RWVAQJKXYHSZ74
The Company’s NAV is released daily to the London Stock
Exchange and published on the Company’s website.
Sources of further information
Copies of the Company’s Annual and Half Yearly Reports,
Stock Exchange announcements and further information
on the Company can be obtained from its website:
www.oitplc.com.
Share register enquiries
The register for the ordinary shares is maintained by Equiniti
Limited. In the event of queries regarding your holding,
please contact the Registrar on 0371 384 2030. Changes
of name and/or address must be notified in writing to the
Registrar, at the address shown on page 89. You can check
your shareholding and find practical help on transferring
shares or updating your details at www.shareview.co.uk.
Key dates
Company’s year end 31 March
Annual results announced May/June
AGM September
Company’s half-year end 30 September
Half-yearly results announced November/December
Association of Investment Companies
The Company is a member of the AIC, which publishes
monthly statistical information in respect of member
companies. The AIC can be contacted on 020 7282
5555, enquiries@theaic.co.uk or visit the website:
www.theaic.co.uk.
Shareholder Information
ODYSSEAN INVESTMENT TRUST PLC
87
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
AGM
Annual General Meeting
AIC
Association of Investment Companies
Alternative Performance Measure (‘APM’)
An APM is a numerical measure of the Company’s current,
historical or future financial performance, financial
position or cash flows, other than a financial measure
defined or specified in the applicable financial framework.
Comparator Index Total Return
The Company’s Comparator Index is the DNSC (Deutsche
Numis Smaller Companies Index) ex IC plus AIM Total
Return Index. The benchmark is used only as a yard stick
to compare investment performance.
Year to
31 March
2026
Year to
31 March
2025
1 May
2018 to
31March
2026
Closing
index 17,297 15,581 17,297 a
Opening
index 15,581 15,636 14,955 b
Share
price total
return 11.0% (0.4)% 15.7% c=(a-b)/b
Cost
The book cost of each investment is the total acquisition
value, including transaction costs, less the value of any
disposals or capitalised distributions allocated on a
weighted average cost basis.
ESG
Environmental, social and governance
Gearing
Gearing refers to the ratio of the Company’s debt to its
equity capital. The Company may borrow money to invest
in additional investments for its portfolio. If the Company’s
assets grow, the shareholders’ assets grow proportionately
more because the debt remains the same. If the Company’s
assets fall, the situation is reversed. Gearing can therefore
enhance performance in rising markets but can adversely
impact performance in falling markets. The Company had
no borrowings during the year (2025: nil).
IPO
Initial public offering
M&A
Mergers and acquisitions
NAV Total Return (APM)
NAV total return is the closing NAV per share including
any cumulative dividends paid as a percentage over the
opening NAV. NAV total return is an alternative way
of measuring investment management performance of
investment trusts which is not affected by movements in
the share price.
Year to
31 March
2026
Year to
31 March
2025
Inception
to
31 March
2026
Closing
NAV per
share (p) 172.4 137.9 172.4 a
Opening
NAV per
share (p) 137.9 154.4 100.0 b
Dividend
reinvested
(p) – – –
NAV total
return 25.0% (10.7)% 72.4% c=(a-b)/b
Glossary
ODYSSEAN INVESTMENT TRUST PLC
88
Ongoing Charges (APM)
As recommended by the AIC in its guidance, ongoing
charges are the Company’s annualised expenses (excluding
finance costs and certain non-recurring items) expressed as a
percentage of the average monthly net assets of the Company
during the year as disclosed to the London Stock Exchange.
Performance fees are excluded from thecalculation.
31 March
2026
31 March
2025
Ongoing charges per Note 3
and 4 3,306,000 3,325,000
Less: one off legal fee (relating
to tender offer) – (300,000)
Total for ongoing charges 3,306,000 3,025,000 a
Average net asset value 222,245,908 206,067,885 c
Ongoing charges figure 1.49% 1.47% c=a/b
P/E
Price earnings ratio
R&D
Research and development
TMT
Technology, media and telecom
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)
calculation
31 March
2026
31 March
2025
Closing NAV per share (p) 172.4 137.9 a
Closing share price (p) 172.5 134.5 b
Premium/(discount) 0.1% (2.5)% c=(b-a)/a
The premium/discount is calculated in accordance with
guidelines issued by the AIC.
Share Price Total Return (APM)
Total return statistics enable the investor to make
performance comparisons between investment trusts with
different dividend policies. The combined effect of any
dividends paid, together with the rise or fall in the share
price. This is calculated by the movement in the share price
plus dividend income reinvested by the Company at the
prevailing share price.
Share Price Total Return
31 March
2026
31 March
2025
Closing share price (p) 172.5p 134.5 a
Opening share price (p) 134.5p 155.5 b
Dividend reinvested (p) – –
Share price total return 28.3% (13.5)% c=(a-b)/b
UCITS
Undertakings for the Collective Investment in Transferable
Securities
Volatility
The term volatility describes how much and how quickly
the share price or net asset value has tended to change in
the past. Those investments with the greatest movement
in their share prices are known as having high volatility,
whereas those with a narrow range of change are known as
having low volatility.
Glossary (continued)
ODYSSEAN INVESTMENT TRUST PLC
89
Strategic Report
Independent Auditor’s
Report
Governance
Financial Statements
Additional Information Overview
Directors
Linda Wilding (Chairman)
Peter Hewitt
Richard King
Neil Mahapatra
Michael Sayers
Company Secretary and Administrator
NSM Funds (UK) Limited
46-48 James Street
London W1U 1EZ
Email: OIT@nsm.group
Auditor
KPMG LLP
15 Canada Square
Canary Wharf
London E14 5GL
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline: +44 (0) 371 384 2030*
website: www.equiniti.com
* Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales).
Notifications of changes of address and enquiries
regarding share certificates or dividend cheques should
be made in writing to the Registrars quoting your
shareholder reference number. Registered shareholders
can obtain further details of their holdings on the internet
by visiting www.shareview.co.uk
AIFM
Odyssean Capital LLP
6 Stratton Street
Mayfair
London W1J 8LD
Tel: 020 7640 3280
Email: info@odysseancapital.com
website: www.odysseancapital.com
Broker
Winterflood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
Investor Relations
Cadarn Capital Limited
WeWork, Moor Place
1 Fore Street Avenue
London EC2Y 9DT
Solicitor
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
Depositary*
CACEIS UK Trustee and Depositary Services Ltd
Broadwalk House
5 Appold Street
London EC2A 2DA
* See page 30 for further information.
Custodian
CACEIS Bank, UK Branch
Broadwalk House
5 Appold Street
London EC2A 2DA
Corporate website
www.oitplc.com
For the purposes of the UK Sustainability Disclosure
Requirements, a sustainable investment label helps
investors find funds that have a specific sustainability
objective. The Company does not have a UK sustainable
investment label because it does not have a specific
sustainability objective. For more information on the
UK sustainable investment labelling and disclosure
requirements, please check the FCA webpage
https://www.fca.org.uk/consumers/sustainable-
investment-labels-greenwashing
Corporate Information
Avoid investment fraud
1 Reject cold calls
If you’ve received unsolicited contact about
an investment opportunity, chances are
it’s a high risk investment or a scam. You
should treat the call with extreme caution.
The safest thing to do is to hang up.
2 Check the FCA Warning List
The FCA Warning List is a list of firms and
individuals we know are operating without
our authorisation.
3 Get impartial advice
Think about getting impartial financial
advice before you hand over any money.
Seek advice from someone unconnected to
the firm that has approached you.
Report a Scam
If you suspect that you have been
approached by fraudsters please tell the
FCA using the reporting form at
www.fca.org.uk/consumers/report-
scam-unauthorised-firm. You can also call
the FCA Consumer Helpline on
0800 111 6768
If you have lost money to investment fraud,
you should report it to Action Fraud on
0300 123 2040 or online at
www.actionfraud.police.uk
Find out more at
www.fca.org.uk/scamsmart
Investment scams are
designed to look like
genuine investments
Spot the warning signs
Have you been:
• contacted out of the blue
• promised tempting returns
and told the investment is safe
• called repeatedly, or
• told the offer is only available
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!
Be ScamSmart
This report is printed on Revive 100% White Silk, a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
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
A member of the Association of
Investment Companies
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.
CBP036361
INVESTMENT TRUST PLC
Company Registered Number: 11121934
www.oitplc.com
Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2026