NTAC:3NS-20

Artemis

Alpha Trust plc

Annual Report

for the year ended 30 April 2024

Contents

GROUP

SUMMARY

FINANCIAL HIGHLIGHTS

STRATEGIC

REPORT

Chairman’s

statement

Investment Manager’s review 7

ESG & stewardship at Artemis

Portfolio of investments as at 30 April 2024

Strategy and business review

Key performance indicators (“KPIs”)

Principal risks and risk management

Long-term viability

Duty to promote the success of the Company

DIRECTORS

AND

CORPORATE

GOVERNANCE

Board of directors 27

Directors’ report 28

Corporate governance report

Directors’ remuneration policy and report 36

Report of the audit committee

Statement of directors’ responsibilities in

respect of the annual report

INDEPENDENT AUDITOR’S REPORT

FINANCIAL STATEMENTS

Statement of comprehensive income 49

Statement of financial position 50

Statement of changes in equity

Statement of cash flows 52

Notes to the financial statements 53

SHAREHOLDER

INFORMATION

Notice of annual general meeting 66

Information for shareholders

Glossary 73

Investment manager, company secretary

and

advisers

Group Summary

Investment objective & policy

Investment objective

To provide long-term capital and income growth by investing

predominantly in listed companies and to achieve a net asset

value total return greater than the total return of the FTSE

All-Share Index.

Investment policy

The Investment Manager follows an unconstrained and

opportunistic approach with the aim of generating sustainable

outperformance of the FTSE All-Share Index. The Investment

Manager will seek to identify and invest in companies with

the following characteristics: attractive valuations, strong

business models, favourable long-term industry fundamentals

and high-quality management teams.

As a result of this approach, stock market capitalisations

and sector and geographic weightings are of secondary

consideration. Accordingly, there are no pre-defined

maximum or minimum exposure levels for each individual

sector, country or geographic region, but these exposures are

reported to, and monitored by, the Board in order to ensure

that the Company’s portfolio is invested and managed in a

manner consistent with spreading investment risk.

Given the Investment Manager’s particular focus on the

UK market, the majority of the portfolio is expected to

be invested in UK listed companies. However, the overall

geographical profile of the portfolio will change from time

to time depending on where opportunities are found. The

Company’s policy is not to invest more than 10 per cent of net

assets, at time of purchase, in any one investment. The total

number of holdings in the portfolio will vary over time but the

top positions will have a proportionally larger weighting.

There is no restriction on the amount of cash or cash

equivalent instruments that the Company may hold and

there may be times when the Investment Manager considers

it appropriate for the Company to have a significant cash or

cash equivalent position instead of being fully invested.

The Company may, but normally does not, invest up to

15 per cent of its total assets in other listed closed-ended

investment funds.

Unquoted investments

The Company will not invest more than 10 per cent, measured

at time of purchase, of its total assets in unquoted companies,

excluding follow-on investments that may be made in existing

unquoted investments in order to preserve the Company’s

economic interests in such investments. Any new or follow-

on investments in unquoted companies require the prior

approval of the Board.

Derivatives and hedging

The Company may use derivatives and similar instruments

for the purpose of capital preservation, hedging currency risk

and gearing.

Gearing

The Company may employ gearing of up to 25 per cent of

net assets. The effect of gearing may be achieved without

borrowing by investing in a range of different types of

instruments, including derivatives. The Company currently

uses contracts for difference as a means of providing gearing.

General

Limits referred to in the investment policy are measured

at the time of investment or, in the case of gearing, at the

time of draw-down or/and when derivative transactions are

entered into.

Dividend policy

The Company will seek to grow dividends paid in respect

of each financial year at a rate greater than inflation, as

defined by the UK Consumer Prices Index, in respect of the

immediately preceding financial year of the Company.

Triennial tender offers/liquidity events

Shareholders may recall that in concluding its strategic review in

2018, the Board stated its intention to propose to Shareholders

a tender offer for 25 per cent. of the issued shares at or around

the time of the Company annual general meeting in October

2021 and every three years thereafter subject to the level of

discount prevailing at the time (“Triennial Liquidity Events”).

Owing to changing circumstance, in 2021 the Board utilised its

discretion and did not put forward proposals for a tender offer

but instead committed itself to a sustainable share buyback

policy with the target of maintaining a narrow discount. At that

time, Shareholders approved of this approach and the Board

was clear that it still intended to propose a tender offer every

three with the next tender offer scheduled to occur in 2024.

It is th

e Board’s current intention to undertake a tender offer in

Quarter 4 of this year for up to 25 per cent of the issued ordinary

shares excluding treasury shares, subject to shareholder

approval. The Board may, however, at its sole discretion, decide

not to proceed with the tender offer if the ordinary shares

are trading at a premium to the estimated tender price. In

accordance with the Board's policy set out at the time of the

adoption of the triennial liquidity events, unless the Board

elects to use a tender realisation pool, the tender price will be

the prevailing NAV (cum-income) per ordinary share (or, if the

Board elects to use a tender realisation pool, the net proceeds

of realising the assets in that pool) less the tender offer costs

and less a discount of 3 per cent.

Capital structure

The capital structure of the Company as at 30 April 2024

consisted of 37,260,474 ordinary shares of 1p each in issue,

of which 4,547,322 ordinary shares were held in treasury.

Therefore, the Company’s total voting rights were 32,713,152

ordinary shares.

Financial

Highlights

Returns for the year ended 30 April 2024

Year ended

30 April

2024

Year ended

30 April

2023

Total returns

Net asset value per ordinary share* 15.1%

1.3%

Ordinary share price*

12.3%

(1.2)%

FTSE All-Share Index

7.5%

6.0%

Revenue and dividends

Revenue earnings per ordinary share 7.89p 6.74p

Dividends per ordinary share 6.80p 6.20p

Ongoing charges*

1.06%

1.08%

30 April

2024

30 April

2023

Capital

Net Assets (£’000) 135,329

119,817

Net asset value per ordinary share

413.68p

366.02p

Ordinary share price 351.00p 319.00p

Net gearing*

13.1%

13.4%

Source: Artemis/Datastream

Alternative Performance Measure (see Glossary on page 73)

Performance for the year ended 30 April 2024

120%

115%

110%

105%

100%

95%

90%

85%

80%

75%

70%

115%

110%

105%

100%

95%

90%

85%

80%

75%

70%

April 2023 July 2023 October 2023

January 2024

April 2024

Net Asset Value Total Return

Share Price Total Return

FTSE All-Share Index Total Return

Source: Artemis/Datastream

Discount during the year ended 30 April 2024

-4

-6

-8

-4

-6

-8

April 2023 July 2023 October 2023

January 2024

April 2024

Source: Artemis/Datastream

Premium/(Discount)

to Net Asset Value (%)

Total

Return (Rebasedto 100)

Total returns to 30 April 2024

3 years

5 years

years

Since 1 June 2003**

Net

asset value per ordinary share* (8.9)% 26.0% 43.3% 652.0%

Ordinary

share price* (16.5)% 32.1% 39.9% 574.6%

FTSE All-Share Index

23.9%

30.1%

75.8%

371.2%

** The date when Artemis was appointed as Investment Manager

Alternative Performance Measure (see Glossary on page 73)

Source: Artemis/Datastream

Performance from 1 June 2003 to 30 April 2024

750

700

650

600

550

500

450

400

350

300

250

200

150

100

750

700

650

600

550

500

450

400

350

300

250

200

150

100

Source: Artemis/Datastream

Net Asset Value

Share Price

FTSE All-Share Index

Dividends paid/payable to shareholders

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

2004 2005 2006 2007 2008 2009 2010

2011

2012 2013 2014 2015 2016

2017

2018 2019 2020 2021 2022 2023 2024

Year ended 30 April

Ordinary dividends

Special dividends

This chart shows the Company’s dividend history since Artemis was appointed as Investment Manager.

6.80

2.00 1.50

4.75

0.50

5.00

4.30

2.00

2.10

2.20

2.30

2.45

2.60

2.75

2.85

2.95

3.05

3.20

3.55

3.90

5.20

5.30

5.60

6.20

Pence per share

Total Return

April 2003

April 2004

April 2005

April

2006

April

2007

April

2008

April

2009

April 2010

April 2011

April 2012

April 2013

April 2014

April 2015

April 2016

April 2017

April 2018

April

2019

April

2020

April

2021

April

2022

April

2023

April 2024

Strategic

Report

Chairman’s statement

Performance

During the year ended 30 April 2024 your Company’s net asset

value per share rose by 15.1% and the share price by 12.3%

(on a total return basis). In comparison the benchmark FTSE

All-Share Index rose by 7.5%.

During the second half of the year your portfolio enjoyed a

stronger absolute and relative performance after a difficult first

half dominated by uncertainty and volatility. In the six months to

the end of April 2024 the net asset value per share rose by 27.3%

and the share price by 34.2% versus 14.2% for the benchmark.

Although the FTSE All-Share Index is our formal benchmark, a

significant proportion of the companies in the portfolio form

part of the FTSE 250 Index which rose by 6.3% over the year and

18.8% for the last 6 months. As we have reminded shareholders

in the past, the portfolio bears little relationship to the FTSE

All-Share and the stock-selection is not constrained by it. As

the last three years have shown, short-term performance is

likely to bear very little resemblance to the benchmark; our

aim remains to out-perform it over the long term.

Portfolio

The year to 30 April 2024 was good for equities globally as

a consequence of lower inflation and improving economic

conditions, thereby reducing concerns over the likelihood

of stagflation. The fading impact of the shock to energy and

commodity markets which followed Russia’s 2022 invasion of

Ukraine has been an important contributor to the improved

macro outlook. Investor confidence has increased as

expectations over the future path of interest rates has become

clearer, even if its timing remains uncertain. In addition,

corporate earnings have been stronger than expected, leading

to an increase in equity valuations.

The Manager remains optimistic about the UK and the

prospects for consumer spending in particular. Although

the portfolio includes some international names (such as

Alphabet, Nintendo and Universal Music), about half of your

Company’s net assets are invested in companies which are

primarily exposed to the UK economy. A combination of

improving macro conditions and a more positive outlook

for UK corporate earnings has drawn attention to the low

valuations placed on many UK companies such as banks and

housebuilders, as evidenced by the spate of takeovers in the

latter sector. While portfolio turnover has been slow, recent

additions such as Rolls-Royce and Alphabet have helped to

deliver positive returns. Many of our investee companies

stand to benefit from the improved prospects for consumer

spending reinforced by clear competitive advantages, going

some way to vindicating the thesis for selecting them. In

addition, the prospect of a more stable political environment

after the election may help to improve the rating of UK

companies, a process which has already become evident.

A more detailed review of the portfolio appears on pages 12

to 13.

Revenue earnings and dividends

We are pleased to be able to deliver growth in dividends at a

rate in excess of inflation, in line with our policy.

The Board has declared a final dividend of 4.26p (2023: 3.87p)

per share, which will be subject to approval by shareholders

at the Company’s Annual General Meeting on 17 October

2024. The final dividend, once approved by shareholders, will

be paid on 25 October 2024 to those shareholders on the

19 September 2024.

Total dividends declared for the year will therefore amount

to 6.80p per share (2023: 6.20p), an increase of 9.7% on the

previous year and ahead of the increase in the Consumer

Prices Index (8.7% as at April 2023), in line with our target.

Investment income from our investee companies increased

significantly during the year by 18.5%. The subsidiary company

continues to have healthy reserves with which to support the

Company’s earnings and dividends, if required.

Revenue earnings per share stand at 7.89p for the year to

30 April 2024, an increase of 17.1% on the 6.74p of the prior year.

Share buy backs/discount

We have maintained a pragmatic approach to buying back our

shares throughout the year, aiming to do so when we believe

this is in the best interests of our shareholders. Adverse

market conditions and sentiment have resulted in wider

discounts amongst our peer group and in the investment

trust sector generally. Despite a widening in the Company’s

discount, from 12.8% to 15.2%, particularly towards the end of

2023, buyback activity was limited. Our judgement was that

the risk of impacting the liquidity in our shares was likely to

outweigh the scope to create material accretion in net asset

value per share. The Company bought back 21,756 shares at a

total cost of £70,075 and an average discount of 13.0%.

The discount to underlying asset value averaged 14.2% over

the course of the year, ranging from 8% to 22%, and at the

year-end stood at 15.2%. As at 28th June 2024, the share price

stood at 366p, representing a discount of 11.6%.

iennial liquidity events

Under the arrangements approved by shareholders in 2021, a

tender offer for up to 25% of the Company’s shares is due to

take place later this year, subject to the level of the discount

prevailing at that time as well as shareholder approval. We

will be writing to shareholders nearer the time to outline

our plans.

Annual General Meeting

Your Company’s Annual General Meeting (“AGM”) will take

place on Thursday, 17 October 2024 at 10.00 a.m. at the

London offices of Artemis Fund Managers, Cassini House,

57 St. James’s Street, London, SW1A 1LD. The Directors look

forward to welcoming shareholders.

The Investment Manager will make a presentation and answer

any questions on the portfolio performance and strategy.

I would encourage you to make use of your proxy votes by

completing and returning the form of proxy enclosed with

this report.

Outlook

I am pleased that we have been able to deliver stronger returns

for shareholders, particularly during the second half of the

year. The Manager remains optimistic about the prospects for

the stocks which are held in the portfolio; current conditions

appear to offer an improved environment in which our

investee companies can thrive.

Board succession

During the year the Board will be looking for a successor

to take over from me as Chairman as I will have completed

the recommended tenure for that role. In the meantime

I look forward to being able to report further progress for

your Company.

Shareholders can keep up to date with Company performance

by visiting artemisalphatrust.co.uk where you will find

information on the Company, a monthly factsheet and

detailed quarterly updates from the Investment Manager.

The Board is always keen to hear from shareholders.

Should you wish to, I can be contacted by email on

alpha.chairman@artemisfunds.com.

Duncan Budge

Chairman

1 July 2024

Investment Manager’s review

Review

In the 12-month period ending 30th April 2024, the Trust’s NAV

increased by 15.1% (net of fees) compared to a 7.5% rise in the

FTSE-All Share Index.

Returns for the year were driven primarily by strong

performance in the second half, a period in which the

Trust’s NAV rose by 27.3% compared to a 14.2% rise in the

FTSE-All Share.

A number of holdings contributed over 1% each to NAV

performance including Ryanair (+32.7%/+2.1%), Alphabet

(+53.0%/+2.0%), Plus500 (+39.9%/+1.8%), Nintendo (+18.7/+1.3%),

Redrow (+29.8%/+1.3%), Rolls-Royce (+32.4%/+1.3%), Frasers

Group (+6.2%/+1.2%), and NatWest (+26.9%/+1.2%).

A positive aspect of the year’s performance, which is evident

from the names above, was that it came from a wide variety of

industries driven by different factors. Another is the validation

of our activity, as NatWest (September 2022), Alphabet

(November 2022), and Rolls Royce (January 2024) are all large

holdings that were purchased recently.

The year witnessed a rise in stock prices even as bond yields

increased. Several factors contributed to this outcome.

Inflation indicators moderated as pressures diminished,

resulting in less uncertainty about the future path of interest

rates. This happened without a significant deceleration in

economic activity, which meant corporate earnings were

stronger than expected. Also, continued hope for the benefits

of artificial intelligence lifted stock performance, especially in

the US market.

We are optimistic about the portfolio’s potential returns,

based on a combination of bottom-up and top-down factors

that can be summarised as follows:

■

Macro headwinds to UK corporate earnings and

confidence are set to ease.

■

Low valuations in UK domestic assets (e.g. Housebuilding/

Banking) should lead to high future returns.

■

“Wide moat” businesses (e.g. Technology/Media) continue

to offer up attractive opportunities.

■

Capital intensive industries (e.g. Retail/Aerospace) are

benefitting from a capital cycle.

In the following sections, we review the reasoning behind

these views, major events in the year, and any adjustments to

positioning. Compared to the prior year, our views are broadly

unchanged and if anything, conviction has been strengthened

by recent developments. For this reason, portfolio turnover

has been low.

UK macro headwinds are set to ease

For all that has been written about the inexpensiveness of

UK stocks (including by us), it is a fair challenge to highlight

that corporate earnings growth has been challenged. We

think that some of the headwinds faced are easing, and this

increases the possibility of more robust earnings growth.

One main reason for this view is improved prospects for

consumer spending. UK consumers spent 2% less than

they did in 2019, while US consumers spent 14% more (as of

Q4 2023). People have saved more after facing higher energy

prices, inflation and interest rates.

The energy shock hit the UK and Europe harder than the US.

According to the Bank of England, UK utility bills went up to

more than twice 2019 levels, while the US bills increased by

only 30%. In Europe, unlike the United States, gas prices set

electricity prices, and in August 2022, gas prices soared to $600

per barrel of oil equivalent because of problems and fear from

Russia/Ukraine. This was almost 10 times higher than in the US.

Gas prices have fallen to more normal levels owing to lower

demand in Europe, better use of gas storage facilities, and

improved LNG supply. UK utility prices are still high because

of the price cap system that the UK uses. This is forecast to

fall by about £500 in 2024. This, along with rising wages and

the cut to national insurance, means that spending is likely to

rebound, which should provide a tailwind to corporate profits.

Another reason is the prospect of a more stable political

environment. Betfair odds suggest that Labour is more than

90% likely to win the next election, probably with a large

majority. Both the Conservative and Labour parties have

moved to the centre lately. This makes the set-up for the

upcoming election very different from 2019, where voters

were divided and policies were wildly divergent.

The rise in mergers and acquisitions activity shows growing

confidence in UK assets returns. Our holdings in

Redrow

Hargreaves Lansdown

and

Currys

have recently received

offers. For the last two, we think this shows value in our

portfolio and the wider market, as the potential buyer was a

financial sponsor willing to pay a significant premium even

without synergies.

UK discounted assets to benefit from reduced risk premium

Approximately 50% of NAV is invested in companies primarily

exposed to the UK in Housebuilding (

Redrow

Bellway

Berkeley

Springfield

), Retail (

Frasers

Currys

), Banking

(

NatWest

Lloyds

) and Financial Services (

Hargreaves

Lansdown/Singer). These are all sectors that are geared to an

improving economy.

We also have a stake in the end-of-life industry through

Castelnau

, which is a unique opportunity with excellent

potential returns as it changes its business to leverage its

strong position in a resilient and growing industry.

The Labour party is placing housebuilding at the centre of

its policy with an aim of increasing build rates. As the CMA’s

lengthy investigation recently noted, the complex and difficult

planning system is the key factor that drives high returns

for incumbent housebuilders. An improvement in planning

processing should be a positive for all industry participants

through improving returns on capital. A relaxation to the point

that would encourage new entrants or create excess supply

seems unlikely.

The recent depressed market has only served to compound

the undersupply of housing in the UK. This accumulated

deficit of over 1 million homes underpins long-term demand

for new homes. Housebuilders trade at book value, scarcely

above the liquidation value of their physical assets, and yet

their franchises are likely to offer double digit cash returns for

years to come.

UK bank stock prices have trailed behind those of other

European banks as their earnings have not felt the full positive

effect of higher interest rates yet owing to their practice

of hedging against interest rate changes. We think that it is

improbable that interest rates will go back to zero, and so our

opinion is that UK banks have experienced a lasting boost in

their returns, which is only temporarily obscured.

The low valuation of UK banks (earnings yields in excess of

15%) is also anomalous given that asset quality and capital

ratios have been steadily improving. This is something that

Andrew Bailey, Governor of the Bank of England acknowledged

in a speech in February when he said, “(compensation for) the

cost of risk – the return equity investors demand – does not

seem to have fallen in line with what appears to be greater

stability and lower risk per unit of equity.”

UK banks are trading at discounts of greater than 20% to

tangible equity and are targeting returns on that equity of

about 15%. With limited reinvestment opportunities, earnings

are distributed to shareholders through share buybacks and

dividends. As we believe targeted returns to be achievable,

we expect returns of close to 20% (15%/0.8x) with greater

upside in the short-term if valuation multiples were to rise. For

these reasons, we increased our position in

NatWest

during

the year.

Wide moat businesses offer attractive returns

Approximately 30% of the Trust’s assets are invested in

businesses that are characterised by their visible competitive

advantage. This includes holdings in Technology and Media

(Alphabet/UMG/Autotrader), Video Games & Hobbies

(Nintendo), Pharmaceuticals & Staples (GSK/Haleon) and

Infrastructure (Vinci/AENA).

A holding was purchased in Alphabet in 2022 and increased

significantly in early 2023 as concerns over the potential

impact of OpenAI on Google’s market position led to share

price weakness.

Alphabet’s share price has recovered as product releases

such as Gemini have demonstrated its advantages in AI as

a first mover and with vertical integration (semiconductors,

products, and distribution). Earnings have also been

supported by a greater focus on cost efficiency. Despite its

share price performance, we continue to see attractive returns

in Alphabet, supported by a reasonable starting valuation (20x

PE) and strong earnings growth prospects.

In a similar vein, Universal Music Group (UMG) suffered price

weakness as concerns grew that generative AI would impact

industry revenue adversely as the shift to online streaming

did in the early 2000s. We purchased a holding in May 2023

as we felt this risk was overstated. AI may increase the supply

of music, but it is unlikely to change how it is distributed,

with distribution dominated by a handful of digital service

platforms who can ensure copyright is enforced.

Music preferences are slow to change because of the human

phenomenon of “ear worm” (the experience of a song or

melody becoming stuck in the brain). This means that UMG in

effect owns a royalty on the music industry, which is growing

as streaming penetration continues to grow and we were

able to purchase it an attractive price due to the opportunity

created by AI uncertainty.

The trust has been invested in Nintendo since 2016 and it has

been a major holding since 2021. We have always believed that

the fluctuations in earnings from the video gaming cycle have

caused the market to undervalue its intellectual property, as

it hides both the potential and the longevity of its earnings.

The most important development for Nintendo in the year

was the successful launch of its Mario movie, which earned

over $1.3bn in the box office (as the second biggest animated

film ever) and was watched by over 169m people. This showed

more evidence of the company’s ability to make money from it

IP beyond video games. Nintendo has a market value of $64bn

and net cash of $15bn, so its enterprise value is less than

$50bn, which is significantly lower than the price Microsoft

paid for Activision even though Nintendo makes almost 2x

the operating profit of Activision at the time of acquisition.

Capital cycles leading to improved profitability

Approximately 30% of the Trust’s capital is invested in sectors

benefitting from a capital cycle that should lead to improved

profitability. This includes Airlines (

Easyjet

Ryanair

Aerospace (Rolls Royce) and Food Delivery (Delivery Hero/

Just Eat

)

The pandemic had a severe effect on the aerospace industry

as it caused huge cash losses and supply chain problems.

Boeing and Airbus made nearly 2,000 fewer planes during this

time, which together with ageing fleets and now resurgent

demand, have resulted in plane order books being full until

the end of the decade.

Supply chain challenges have been hard to overcome. Pratt

and Whitney’s troubles with the GTF engine and Boeing’s

production difficulties mean that no amount of money can

resolve the capacity shortage that has emerged in recent

years. We think this will likely increase the earnings power

of our positions in low-cost carriers

Ryanair

and

Easyjet

as it implies that the outlook for yields is robust. Easyjet in

particular, is trading at an attractive valuation as its market

value is barely more than the total value of its £1bn of net cash

and owned Airbus planes.

We began investing in

Rolls Royce

at the beginning of 2024

because we think it is benefitting from similar dynamics.

Engine makers have unmatched ability to increase prices

because demand exceeds supply, meaning they do not need

to compete for market share.

Aftermarket pricing increased by more than 10% in 2023

and peer Safran has guided for future increases to be 3-4%

ahead of inflation. As aftermarket spare parts typically have

a gross margin of 60%, price increases have a geared impact

on profitability, especially for Rolls Royce where the starting

point is an 11% operating margin.

The food delivery industry has seen valuations fall sharply

as the cost of capital has risen. This is leading to market

rationalisation and consolidation. Since fixed capital

investments are low, capacity should adapt to market

changes, and increase profitability. We still think that the

service is in the beginning stages of adoption and so industry

growth rates will improve.

John Dodd and Kartik Kumar

Fund Managers

Artemis Fund Managers Limited

1 July 2024

Current positioning

April 2024 – key sector exposures

2024

2023

Sector

Companies

13.3% 13.2%

Housebuilding

Redrow, Bellway, Berkeley, Springfield

13.2% 14.8% General Retail Frasers Group, Currys

12.5% 6.1% Financial Services Plus500, Hargreaves Lansdown, Singer Capital Markets

12.0% 12.8%

Airlines

easyJet, Ryanair

10.8% 7.7% Banking Lloyds, NatWest

9.5% 5.4% Aerospace & Defence Reaction Engines, Rolls Royce, Melrose Industries

8.7% 9.1% Video Games & Hobbies Nintendo, Hornby

8.6% 5.9% Technology & Media Alphabet, Universal Music, Auto Trader

6.5% 4.1% Pharmaceuticals & Staples

GSK,

Haleon

6.1% 6.8% Funeral Services

Castelnau

5.5% 6.2% Food Delivery Delivery Hero, Just Eat Takeaway

4.6%

2.1%

Infrastructure

Vinci, AENA

Source: Artemis

ESG & stewardship at Artemis

Introduction

Artemis believes stewardship activities contribute to

improvement in company performance and to consequently

higher returns for our clients.

At Artemis, ESG analysis and integration is the responsibility

of each individual fund management team. Whilst individual

strategies are distinctive, views and ideas are shared across

investment teams. The Stewardship team provides a dedicated

resource to support and challenge our investment teams, on

ESG integration, engagement, voting and related activities.

As part of the Net Zero Asset Managers initiative, in November

2022, Artemis initially committed 80% of assets under

management to be in-scope. Developed market equities and all

equity and fixed income assets within funds designated SFDR

Article 8 & 9 and those funds with a sustainability objective are

included in our in-scope assets.

Additionally, we have submitted our 2023 Stewardship Report

to the Financial Reporting Council (FRC), our fourth submission

under the new Stewardship Code. Our 2020, 2021 and 2022

reports received signatory status.

We use a number of data service providers to support our

stewardship activities and have developed internal tools

to inform and guide our stewardship focus and continue to

strengthen our controls and processes.

Approach to stewardship

Our Stewardship team is specifically dedicated to supporting

our fund managers by providing insight, research and analysis,

discussion, and challenge on ESG and stewardship matters

including:

■

Identifying and incorporating a wider set of risks and

opportunities into investment processes including ESG

factors

■

Monitoring and escalating issues with companies and

exercising shareholder rights at company meetings, and

■

Working collaboratively to develop and promote best

practice internally and across the industry.

Artemis Alpha stewardship approach

The Company employs a long-term value investing strategy

to pick stocks. The framework is based on valuing companies

using fundamental analysis and sizing positions according

to the attractiveness of share prices relative to our view of

their value. The Company’s strategy is underpinned by a core

principle that the key driver of long-term value is achieving a

high and sustainable return on capital employed.

Investee companies that do not adhere to strong governance,

look after their employees, or fail to recognise environmental

and societal harm risk inhibiting their long-term potential.

The investment process requires a focus on the ESG risks and

opportunities present in each business and industry.

Risk

mitigation

Our view is that ESG factors are most pertinent in their

contribution when creating the risk of a permanent loss of

capital, usually through obsolescence, excessive leverage,

misjudged investment value, misallocations of capital,

and regulation.

This is evident in the portfolio where we are significantly

underweight controversial sectors (as defined by ESG data

providers), and therefore are less exposed to key ESG risks that

may affect the prospects of these businesses.

ATS exposure to at-risk sectors

Defence

Alcohol

Gambling

Oil & Gas

Power

Generation FF

Tobacco

Portfolio Weight

Benchmark Weight

We actively monitor ESG risks and opportunities primarily through our fundamental and bottom-up driven research process

for monitoring existing and evaluating prospective investments. We frequently engage with management teams on strategy,

capital allocation, incentive alignment and communication.

Engagement and voting

The Fund Manager continues to engage with current and

potential holdings, ensuring appropriate monitoring and due

diligence for the portfolio. During the year, the Fund Manager

conducted 119 (vs 220 last year) company meetings, 42 with

existing and 77 with prospective investments.

During the year we engaged with Ryanair and easyJet on actions

being taken to meet transition plan targets. Areas of focus are

on aircraft fleet renewal and other operational efficiencies,

sustainable aviation fuel (SAF) capacity in the short to medium

term (next 10 years), and the role of new technology in the longer

term. This is a challenging sector to decarbonise which is also

reliant on behaviour change and Government policy support to

deliver the right incentives. We will continue to engage on both

the short and longer-term transition strategies.

Additionally, at the end of 2023, we conducted a thematic

review of the largest UK listed banks including Lloyds

Banking Group and NatWest Group, which included

analysis of disclosure, and then direct engagement on their

approaches to sustainability but with a specific focus on

climate change risks and opportunities and how this could

impact the investment case. The underlying investment

thesis in this context is that financing the transition to a

low-carbon economy will require large amounts of capital.

Our analysis and engagement provided further insight on

some of the detailed work banks are doing on climate related

risks and opportunities, areas for further development and

the challenges to delivering on their plans. We will continue

to monitor overall disclosure on target setting, transition

plans, and progress on those plans.

Voting activity – Artemis Alpha Trust (year to 30 April 2024)

Meeting overview

Category

Number

Percentage

Votable items 339

Items

voted

339 100%

Items against management

Breakdown of votes against management

Capital issuance 57.1%

Compensation 14.0%

Director related 29.0%

Portfolio carbon emissions

The portfolio’s carbon emissions relative to its benchmark, the FTSE All-Share Index, have remained elevated since the onset

of COVID-19 in early 2020. This is because our airline holdings are still recovering from depressed revenues that penalised their

carbon intensity statistics based on emissions per revenue. Furthermore, expectations of a strong recovery in revenue have

resulted in increases in their share prices, leading to an increased weighting in the portfolio of their temporarily inflated carbon

intensity figures. We expect this measure to normalise somewhat as airline revenues fully recover in 2024. The chart below

shows that the Company’s carbon intensity excluding its airlines weighting is significantly better than that of the benchmark.

Artemis Alpha carbon intensity

300

250

200

150

100

Artemis Alpha

Artemis Alpha Ex-airlines

FTSE All-Share

Source = FactSet, MSCI, ISS as at 30 April 2024

Tonnes

of C02 / £1m of revenue

31 December 2020

26 February 2021

30 April 2021

30 June 2021

August

2021

October

2021

31 December 2021

28 February 2022

29 April 2022

30 June 2022

31 August 2022

October

2022

December

2022

February

2023

28 April 2023

30 June 2023

31 August 2023

31 October 2023

29 December 2023

29 February 2024

30 April 2024

Portfolio of investments as at 30 April 2024

Investment

Business

activity

Country of

incorporation

Global

exposure

£'000

% of

NAV

Market

value

£'000

Consumer Discretionary

Bellway (long CFD)¹ UK housebuilder UK 4,048 3.0 (45)

Berkeley Group Holdings (long CFD)¹ UK housebuilder UK 2,434

1.8

(20)

Currys European electricals retailer UK 2,304

1.7

2,304

Delivery Hero Online food delivery company Germany 4,937 3.6 4,937

easyJet

European low-cost airline UK 7,859 5.8 7,859

Frasers Group Sports and general apparel retailer UK

15,513

11.5

15,513

Hardlyever² Apparel e-commerce platform UK 569 0.4 569

Hornby³

Hobby and toy products UK 5,005 3.7 5,005

Nintendo, ADR Video games Japan 6,792 5.0 6,792

Redrow UK housebuilder UK 8,261

6.1

8,261

Rok Entertainment Group

Global mobile entertainment USA – – –

ROK

Global

Global mobile entertainment UK – – –

Ryanair Holdings European low-cost airline

Ireland

8,410 6.2 8,410

Springfield Properties³ UK housebuilder UK 3,

302 2.4 3,302

Universal Music Group (long CFD)¹ Movies & entertainment

Netherlands

2,481

1.8

Total Consumer Discretionary

71,915

53.0

62,893

Financials

Castelnau Group Limited Closed-ended investment company Guernsey 8,294

6.1

8,294

Hargreaves Lansdown Investment services UK 4,883 3.6 4,883

Lloyds Banking Group UK retail bank UK 6,617 4.9 6,617

NatWest Group UK retail bank UK 8,043 5.9 8,043

Plus500 Global online financial trading platform Israel 8,431 6.2 8,431

Singer Capital Markets² UK investment bank UK 3,592 2.7 3,592

Total Financials

39,861

29.4

39,861

Industrials

Aena

Transportation Infrastructure

Spain

3,224

2.4

3,224

MBA Polymers² Plastics recycling USA – – –

Melrose Industries Aerospace manufacturing company UK 156

0.1

156

Rated People² UK home maintenance services platform UK 500 0.4 500

Reaction Engines² Rocket propulsion systems UK 6,433 4.8 6,433

Rolls Royce Holdings Complex power and propulsion solutions UK 6,195 4.6 6,195

Vinci (long CFD)¹ French concessions and construction company France 2,919 2.2 (9)

Total Industrials

19,427

14.5

16,499

Health Care

GlaxoSmithKline Global healthcare company UK 4,599 3.4 4,599

Haleon

Multinational consumer healthcare company

UK 4,158

3.1

4,158

Total Health Care

8,757

6.5

8,757

CFDs are disclosed in Derivative assets/liabilities at market value in the Statement of financial position on page 50.

Unquoted investment.

AIM quoted investment.

Delisted, suspended or investments in administration or liquidation.

* Global exposure has been calculated in line with the guidelines issued by the European Securities and Markets Authority (‘ESMA’) and represents

the market value of an equivalent position in the underlying investment of each derivative contract. For all other asset types the percentage of

net assets has been calculated based on the valuation of each holding.

Investment

Business

activity

Country of

incorporation

Global

exposure

£'000

% of

NAV

Market

value

£'000

Technology

Alphabet Inc (long CFD)¹

Multinational technology conglomerate

USA 7,227 5.3 (146)

Auto Trader Group

Automotive marketplace

UK 2,095

1.5

2,095

Just Eat Takeaway.com Online food delivery company

Netherlands

2,579

1.9

2,579

Total Technology

11,901

8.7

4,528

Energy

Energy Equity Resources (Norway)

African oil and gas exploration UK – – –

Leed Resources

Oil and gas exploration and production company UK – – –

PetroHunter Energy

Oil and gas exploration and production company USA – – –

Total Energy

–

Total investments (excluding CFDs)

132,752

98.0

132,752

Total CFDs

19,109

14.1

(214)

Total investments (including CFDs)

151,861

112.1

132,538

Forward Currency Contracts

Buy GBP 3,979,428 Sell USD 5,000,000 16/05/2024

(14)

Buy

GBP

8,122,474

Sell

EUR

9,500,000

16/05/2024

Forward Currency Contracts total

(7)

Portfolio fair value

132,531

Net other assets

2,798

Net assets

135,329

CFDs are disclosed in Derivative assets/liabilities at market value in the Statement of financial position on page 50.

Unquoted investment.

AIM quoted investment.

Delisted, suspended or investments in administration or liquidation.

* Global exposure has been calculated in line with the guidelines issued by the European Securities and Markets Authority (‘ESMA’) and represents

the market value of an equivalent position in the underlying investment of each derivative contract. For all other asset types the percentage of

net assets has been calculated based on the valuation of each holding.

Portfolio has been analysed using ICB industry classifications.

Market cap analysis

Large Cap

Mid Cap

Small

Cap

30 April 2024

30 April 2023

Unquoted

Forward currency contracts

Net other assets*

-15

-10 -5 0 5 10 15 20 25 30 35 40 45 50 55 60 65 70

% of NAV

Large cap – market cap equivalent to FTSE 100 companies

Mid cap – market cap equivalent to FTSE 250 companies

Small cap – market cap equivalent to companies below FTSE 250

* adjusted to show the gross economic exposure of the CFD positions, with net other assets adjusted accordingly.

Geographical analysis

Country of incorporation

2024

% of NAV

2023

% of NAV

UK 71.4 75.2

Ireland

6.2 5.3

Israel 6.2 5.0

Guernsey

6.1

–

USA 5.3 4.7

Japan 5.0

6.1

Netherlands

3.7 5.5

Germany 3.6 3.7

Spain 2.4 –

France 2.2 3.6

Isle of Man – 0.7

Forward currency contracts – 0.2

Net other assets*

(12.1)

(10.0)

100.0

* adjusted to show the gross economic exposure of the CFD positions, with net other assets adjusted accordingly.

65.1%

14.4%

12.9%

10.3%

0.2%

12.1%

10.0%

Industry analysis

Consumer Discretionary

Financials

Industrials

Technology

Health Care

Energy

Forward currency contracts

Net other assets*

–

0.9%

–

0.2%

-12.1%

10.0%

8.9%

8.7%

8.2%

6.5%

8.0%

18.8%

14.5%

29.4%

53.0%

65.0%

30 April 2024

30 April 2023

-15

-10 -5 0 5 10 15 20 25 30 35 40 45 50 55 60 65 70

% of NAV

adjusted to show the gross economic exposure of the CFD positions, with net other assets adjusted accordingly.

Portfolio has been analysed using ICB industry classifications.

Strategy and business review

Culture, purpose & values

The Directors drive the culture, purpose and values of Artemis

Alpha Trust plc (“the Company”) and by doing so seek to ensure

that these three elements underpin the delivery of strategy.

Culture

The Company is an externally managed investment trust and

as such its culture is created by the Board of Directors and the

Investment Manager, Artemis Fund Managers Limited.

Purpose

Our purpose is to provide our shareholders, large or small,

with a diversified and cost-effective investment opportunity

to achieve long-term growth.

Values

The Company provides access to a portfolio of investments

which the Board expects to be managed with integrity,

transparency and accountability and with appropriate due

diligence to environmental, social and governance matters.

The constructive and openly discursive nature of the

relationship between the Board and the Investment Manager

helps ensure their respective values are aligned and focused

on delivering the strategy for our shareholders.

The core values that contribute to the Board culture include:

■

Integrity:

the Board seeks to comply with all applicable

laws and regulations, both to the letter and in spirit.

■

Accountability: the Board recognises the need to explain

the Company’s performance to investors and to highlight

the risks in a clear and open manner. The Board has a

key role to encourage and challenge the performance of

its Investment Manager and its other service providers

to help ensure the Company continues to provide

shareholder value.

■

Respect & Transparency: the Board seeks to communicate

clearly and openly with shareholders and service providers

respecting individual opinions and expectations. Contact by

shareholders via the Chairman’s email address is welcomed.

■

Environmental, Social and Governance (“ESG”) issues:

We are stewards of our shareholders’ capital; both the

Board and Investment Manager recognise that this

comes with responsibilities. ESG considerations are

integrated within the investment process.

An overview of the Investment Manager’s culture, values

and stewardship activities can be found on the website at

www.artemisfunds.com.

Corporate strategy & policy

The Company is incorporated in England as a public company

limited by shares. Its business as an investment trust is to

buy and sell investments with the aim of achieving the

investment objective and in accordance with the policy set

out on page 2.

Gearing

The Company uses gearing (i.e. borrowing) as part of its

investment strategy. The Company’s Articles of Association

limit borrowing to 50 per cent of the Company’s net assets.

However, the investment policy limits this to 25 per cent of net

assets. Subject to compliance with this restriction, the level

of borrowing is a matter for the Board, whilst the utilisation

of borrowings is delegated to the Investment Manager. This

utilisation may be subject to specific guidelines established

by the Board from time to time. The current guidelines permit

the Investment Manager to employ borrowings of up to 20 per

cent of net assets. The Company had no borrowing facility as

at 30 April 2024 or the prior year. The use of gearing by the

Investment Manager will vary from time to time, reflecting

its views on the potential returns from stock markets. The

Company’s gearing is reviewed by the Board and Investment

Manager on an ongoing basis. At the year end, net gearing

was created through the use of contracts for difference and

stood at 13.1 per cent (13.4 per cent as at 30 April 2023).

Leverage

Leverage is defined in the Alternative Investment Fund

Manager Directive (“AIFMD”) as any method by which the

Company can increase its exposure by borrowing cash or

securities, or from leverage that is embedded in derivative

positions. The Company has an agreement with Northern

Trust to utilise contracts for difference as a form of leverage.

A result of 100 per cent indicates that no leverage has been

used. The Company is permitted by its Articles to borrow up

to 50 per cent; however the Company’s investment policy

restricts this to 25 per cent. The Company is permitted to

have additional leverage of up to 100 per cent of its net assets,

which results in permitted total leverage of 225 per cent under

both ratios. Artemis as the Alternative Investment Fund

Manager (“AIFM”), monitors leverage limits on a daily basis

and reviews them annually. No changes have been made to

these limits during the year. At 30 April 2024, the Company’s

leverage was 124.8 per cent (134.2 per cent as at 30 April 2023)

as determined using the gross method and 115.1 per cent

(115.7 per cent as at 30 April 2023) under the commitment

method (refer to the Glossary on page 73 for details).

The Investment Manager requires prior Board approval to:

(i)

enter into any stocklending agreements;

(ii)

borrow money against the security of the Company’s

investments; or

(iii)

create any charges over any of the Company’s

investments.

Operating environment

The Company operates as an investment trust company and

is an investment company within the meaning of section 833

of the Companies Act 2006 (the “Act”).

The Company has been approved as an investment trust

in accordance with the requirements of section 1158 of the

Corporation Taxes Act 2010 which remains subject to the

Company continuing to meet the eligibility conditions and

ongoing requirements of the regulations. The Board will manage

the Company so as to continue to meet these conditions.

The Company has no employees and delegates most of its

operational functions to service providers.

Current & future developments

A summary of the Company’s developments during the year

ended 30 April 2024, together with its prospects for the future,

is set out in the Chairman’s Statement on page 5 and the

Investment Manager’s Review on pages 7 to 9. The Board’s

principal focus is the delivery of positive long-term returns

for shareholders and this will be dependent on the success

of the investment strategy. The investment strategy, and

factors that may have an influence on it, such as economic

and stock market conditions, are discussed regularly by the

Board and the Investment Manager. The Board regularly

considers the ongoing development and strategic direction of

the Company, including its promotion and the effectiveness

of communication with shareholders.

Key Performance Indicators (“KPIs”)

The performance of the Company is reviewed regularly by the

Board and it uses a number of KPIs to assess the Company’s

success in meeting its objective. The KPIs which have been

established for this purpose and remain unchanged from the

prior year are:

■

Discrete annual total returns

Year ended 30 April

Net

asset

value*

price*

FTSE

All-Share

Index

2019 (8.6)% (8.9)% 2.6%

2020

(11.3)%

(12.5)% (16.7)%

2021 56.0% 80.8% 26.0%

2022 (21.9)% (24.8)% 8.7%

2023

1.3%

(1.2)% 6.0%

2024

15.1%

12.3%

7.5%

Source: Artemis/Datastream

Alternative Performance Measure (see Glossary on page 73)

■

Dividends per ordinary share

Year

ended

30 April

Ordinary

Special

Total

pence per

ordinary

Ordinary

increase

Total

increase/

(decrease)

2019 5.00p 0.50p

5.50p 5.3%

(13.4)%

2020 5.20p –

5.20p 4.0%

(5.5)%

2021 5.30p –

5.30p

1.9%

2022 5.60p –

5.60p 5.7%

5.7%

2023 6.20p –

6.20p 10.7%

10.7%

2024

6.80p

–

6.80p

9.7%

■

Ongoing charges as a proportion of shareholders’ funds

As at 30 April

Ongoing charges*

2019 0.93%

2020 0.95%

2021 0.93%

2022

1.01%

2023

1.08%

2024

1.06%

Alternative Performance Measure (see Glossary on page 73)

■

Discount management

In addition to the above KPIs, the Board monitors the

discount to the underlying net asset value at which the

shares trade. The discount levels throughout the financial

year are shown within the Financial Highlights on page 3. No

specific discount target has been set, but the Board sets the

share buyback policy and has given the Investment Manager

discretion to exercise the Company’s authority to buyback

its own shares from time to time to address any imbalances

between the supply and demand in the Company’s shares or

at times where it is believed this is the best use of available

capital to increase NAV per share. This is reviewed regularly

by the Board. The Board will also use its authority to issue

new ordinary shares from time to time should there be excess

demand for the Company’s shares. The Company will also

provide tender offers every three years. The first tender offer

was due in 2021, for 25 per cent of the ordinary shares then in

issue. However, following a shareholder vote, this did not take

place. The next proposal for a tender offer will be in 2024.

Principal risks and risk management

As required by the 2018 UK Code of Corporate Governance,

the Board has carried out a robust assessment of the

principal and emerging risks facing the Company. Following

consideration of the investment, regulatory and operational

risks, the Board has concluded that there are no emerging

risks facing the Company that require to be added to the

principal risks.

The Board, in conjunction with the Investment Manager,

has developed a risk map which sets out the principal

risks faced by the Company and the controls established

to mitigate these risks. This is an ongoing process and the

risk map, including any emerging risks, is formally reviewed

every six months. The Board has given particular attention

to those risks that might threaten the long-term viability of

the Company. Further information on the Company’s internal

controls is set out in the corporate governance section on

page 35. As an investment company the main risks relate to

the nature of the individual investments and the investment

activities generally; these include market price risk, foreign

currency risk, interest rate risk, credit risk and liquidity risk.

A summary of the key areas of risk, their movement during the

year and their mitigation is set out below:

Movement during the year:

No change

Decreased risk

Increased risk

Emerging/new risk included during the year

Movement

Principal risk

Mitigation/control

Strategic risk

Investment objective and policy are not appropriate in

the current market and not favoured by investors.

The share price performance lags net asset value

performance resulting in widening discount.

The Company's net assets decline to a level where it

becomes uneconomic to continue.

The investment objective and policy of the

Company

is set by the Board and is

subject to ongoing review

and monitoring in conjunction with the Investment

Manager. Views expressed by the Company’s

shareholders are also taken into account.

The Investment Manager reviews the absolute level

discount and relative discount against the sector.

The

Company is authorised to buy back its own shares and

an agreed buy back policy has been established by the

Board and communicated to shareholders.

The Company operates a triennial liquidity event for

shareholders. The tender offers may be made every

three years, with the next event due in 2024, subject

the level of the discount prevailing at that time as

well

as shareholder approval.

The Board regularly reviews the Company’s overall

strategy, its net assets and ongoing running costs.

Going

concern and viability assessments are considered at

each period end.

Movement

Principal risk

Mitigation/control

Investment risk

The Board considers that this risk is justified by the

longer-

term nature of the investment objective and

the Company’s closed-ended structure, and that

such

investments should be a source of positive returns

for

shareholders. Risks are

diversified through having a

range of investments in the portfolio covering

various

sectors. The Board discusses the investment

portfolio

and performance with the Investment Manager at each

Board meeting, and at each month end between Board

meetings, and part of this discussion includes a

detailed

review of the Company’s unquoted investments,

their

valuations and future prospects together with their

portfolio weighting.

The Board receives management information

concerning

the geographical sector split of the portfolio.

All borrowing arrangements entered into require the

prior approval of the Board and gearing levels,

provided

by the use of contracts for difference, are regularly

discussed and reviewed by the Board and

Investment

Manager.

The Company’s investments are selected on their

individual merits and the performance of the portfolio is

not likely to track the wider UK market (FTSE All-Share

Index). Whilst the focus is on large cap companies the

Company also invests in small cap (listed), AIM traded

and unquoted investments which can be subject

to a higher degree of risk than that of larger quoted

investments. From time to time, the Company may also

have significant exposure to particular industry sectors.

The Investment Manager’s high conviction approach

leads to a concentrated portfolio, typically containing

between 25 and 60 stocks, carrying a higher degree of

stock-specific risk than a more diversified portfolio.

The Company is dependent upon the Investment

Manager’s ability to create an investment portfolio

capable of generating attractive returns. Failure to

do so may mean the Company becomes unattractive

to investors.

The Company’s functional and reporting currency is

Sterling. However, the investment objective and policy

may result in a proportion of the Company’s portfolio

being invested in overseas equities denominated in

currencies other than Sterling. As a result, movements

in exchange rates may affect the Sterling value of these

investments and their returns.

The Company may borrow money for investment

purposes or use derivatives to similarly increase

exposure. If the investments fall in value, any

borrowings/use of derivatives will magnify the extent of

the losses.

Legal and regulatory risk

A breach of s1158 Corporation Tax Act 2010 could lead

to a loss of investment trust status and the resultant

taxation of realised capital gains.

The principal laws and regulations the Company is

required to comply with are the Companies Act 2006,

the Alternative Investment Fund Managers’ Directive,

the Market Abuse Regulation, the UK Listing Rules and

the Disclosure Guidance and Transparency Rules.

The Investment Manager provides investment,

company secretarial, administration and accounting

services through the use of qualified professionals.

The Board receives internal control reports from the

Investment Manager confirming compliance with

regulations. These reports also highlight any matter

that the Compliance team feel should be brought to

the Board’s attention along with any items discussed

during internal audit review.

A breach of the FCA listing rules could lead to

suspension of the Company’s shares. A breach of the

Companies Act 2006 could lead to criminal proceedings

and reputational and financial damage.

The Board meets each year with the Risk and

Compliance team to discuss the areas of risk

appropriate to the Company and the control

environment.

Movement

Principal risk

Mitigation/control

Operational risk

Disruption to, or failure of, the Investment Manager’s

and/or any other third-party service providers’ systems

which could result in an inability to report accurately

and monitor the Company’s financial position.

The Investment Manager loses the portfolio manager

or other key staff.

Both the Investment Manager and the

Administrator

have established business continuity plans to facilitate

continued operation in the event of a major

service

disruption or disaster.

All of the Investment Manager’s and Administrator’s

staff can work from home with no impact to operations.

The Investment Manager has a breadth of expertise

across the fund management team with appropriate

succession plans in place. Regular engagement is had

with the Board to allow consideration of any change

and discussion on continued support of the Investment

Manager as necessary.

Cyber risk

Failure or disruption of the Investment Manager’s and/

or any other third-party service providers’ systems as a

result of a cyber-attack, data theft, service disruption,

etc. Whilst the risk of a direct financial loss by the

Company is low, the risk of reputational damage and

the risk of loss of control of sensitive information is

more significant.

The Company benefits from the cyber security

precautions in place at the Investment Manager and

also those in place at the third party suppliers such

the registrar and depositary.

The Board receives regular updates from the

Investment

Manager and its service providers which describe

the

protective measures taken to enhance security.

Climate change

Globally, climate change effects are already emerging

in the form of changing weather patterns. Extreme

weather events could potentially impair the operations

of individual investee companies, potential investee

companies, their supply chains and their customers.

The Investment Manager takes such risks into

account,

along with the downside risk to any company

(whether

in the form of its business prospects or market

valuation

or sustainability of dividends) that is perceived to be

making a detrimental contribution to climate change.

The Company invests in a broad portfolio of

businesses

with operations spread geographically, which should

limit the impact of location- specific weather events.

Geopolitical risk

There remains a risk to market stability from

geo-political conflicts, such as the Middle East, Russia

and Ukraine.

The Board discusses such risks as they arise and

continues to monitor the impact on the Company

and

its investments through discussion with the Investment

Manager as and when required.

The Company does have one holding in an area

operating in a conflict, Plus 500 (Israel), however,

the

Investment Manager is comfortable that there are

contingencies and robust systems in place to cope

with

such a period.

The Board is provided with information from the

Investment Manager on the measures it takes to

assess

the potential impact of geopolitical events, both on

itself and other service providers, and any action taken.

Inflationary risk

Central Bank decisions, the war in Ukraine or any other

economic or political factors or global events, may

result in increasing levels of inflation directly affecting

economic growth and the underlying investment values.

The Board and its Investment Manager have regular

discussions to assess the likely impact of inflation

rates on the economy, corporate profitability and

asset prices.

Further information on risks and the management of them are set out in the notes to the financial statements on pages 53 to 65.

Long-term viability

Viability statement

In accordance with the Association of Investment Companies (the “AIC”) Code of Corporate Governance, the Board has

considered the longer-term prospects for the Company beyond the twelve months required by the going concern basis of

accounting. The period assessed is for five years to 30 April 2029. The Board has concluded that this period is appropriate,

carefully taking into account the inherent risk with equities and the long-term investor outlook.

As part of its assessment of the viability of the Company, the Board has discussed and considered each of the principal risks,

including matters relating to geopolitical events and inflationary pressures, as stated on page 20, and their impact on the

Company. Although the damage to the economy through the total impact of inflation and the geopolitical effect of Russia/

Ukraine and ongoing conflict in the Middle East cannot be known with certainty, the Board has considered these risks and does

not believe they affect the long-term viability of the Company and its portfolio. The Investment Manager carried out stress testing

scenarios in connection with a longer-lasting damage to the economy, of the withdrawal of liquidity by the financial authorities

and of a significant and sustained fall in markets. The Board has also considered the liquidity of the Company’s portfolio to

ensure that it will be able to meet its liabilities, as they fall due. The results demonstrated the impact on the Company’s NAV

throughout the five year period and on its expenses and liabilities. The Board have concluded, given the realisable nature of the

majority of the investments, the level of ongoing expenses and the availability of gearing that the Company will continue to be

in a position to cover its liabilities.

The Board also made the below assumptions when considering the viability of the Company:

■

Investors will continue to wish to have exposure to UK listed companies

■

There will be continued demand for investment trusts

■

Regulation will not increase to such an extent as to hinder operational efficiency

The Directors do not expect there to be any significant change in the current principal risks and the associated mitigating

controls. The Directors also do not envisage any change in strategy or objectives that would prevent the Company from

continuing to operate over the five-year period. The Company’s assets are liquid, its commitments limited, and it intends to

continue as an investment trust.

The tender offers in 2024 and 2027 of up to 25% of the share capital have been considered by the Board when assessing the

continuing viability of the Company.

Taking into account the results of the above review, the Board has a reasonable expectation that the Company will be able to

continue in operation and meet its liabilities as they fall due over the period to 30 April 2029.

Life of the Company

The Company operates a triennial liquidity event for shareholders. The tender offers may be made every three years, with the

next event due in 2024, subject to shareholder approval. Each tender offer will be for up to 25 per cent of the ordinary shares

then in issue (excluding Treasury Shares), save that the Board may, at its sole discretion, decide not to proceed with the tender

offer if the ordinary shares are trading at a premium to the estimated tender price. The tender price will be the prevailing NAV

(cum-income) per ordinary share (or, if the Board elects to use a tender realisation pool, the net proceeds of realising the assets

in that pool) less the tender offer costs and less a discount of 3 per cent.

Share capital

Shareholders authorised the Company to buyback up to 14.99 per cent of the shares in issue at the 2023 AGM.

During the year, the Company bought back 21,756 ordinary shares. As at 30 April 2024, 4,547,322 ordinary shares are held

in treasury.

A resolution to renew the Company’s buyback authority will be put to shareholders at the AGM on 17 October 2024.

No ordinary shares were issued during the year.

Duty to promote the success of the Company

How the Directors discharge their duties under s172 of the

Companies Act

Under section 172 of the Companies Act 2006, the Directors

have a duty to act in a way they consider, in good faith, would

be likely to promote the success of the Company for the

benefit of its shareholders as a whole, and in doing so have

regard to:

the likely consequences of any decision in the long term;

the interests of the Company’s employees;

the need to foster the Company’s business relationships

with suppliers, customers and others;

Engagement with key stakeholders

the

impact

the

Company’s

operations

the

community and the environment;

the desirability of the Company maintaining a reputation

for high standards of business conduct; and

the need to act fairly as between members of the

Company.

As an externally managed investment trust, the Company has

no employees or physical assets, our stakeholders include our

shareholders and service providers, such as the Investment

Manager.

The below tables describe the impact of engagement with our

stakeholders that has taken place during the year:

Stakeholders

Engagement

Impact

Shareholders and potential

investors

The Board is responsible for promoting the

long-term sustainable success and strategic

direction of the Company for the benefit of

the Company’s shareholders. Whilst certain

responsibilities are delegated, Directors’

responsibilities are set out in the schedule

of matters reserved for the Board and the

terms of reference of its committees, which

are reviewed regularly by the Board.

To help the Board in its aim to act fairly

as between the Company’s members,

it welcomes communications with all

shareholders and encourages attendance at

the AGM. The Annual and Half-Yearly reports

are issued to shareholders and are available

on the Investment Manager’s website

together with other relevant information

including monthly factsheets. The Board

receives regular feedback on shareholder

meetings from the Company’s broker and

any shareholder communications are

reviewed and discussed by the Board to

ensure that shareholder views are taken into

consideration as part of any decisions taken

by the Board. The Chairman is available

to contact via email: alpha.chairman@

artemisfunds.com. The Board considers

communication with shareholders an

important function and Directors are always

available to respond to shareholder queries.

For further information see ‘Relations with

shareholders’ on page 34.

Through the publication of the Annual Report

and the Half-Yearly Report, monthly

factsheets

and Fund Manager updates to the

Company’s

website, shareholders are kept informed of

Company performance and portfolio activities.

Shareholders are encouraged to raise

questions

and communicate with the Chairman and the

Fund Manager.

Stakeholders

Engagement

Impact

Artemis

as Investment

Manager

■

Fund management

■

Company secretarial

■

Financial reporting

■

Sales & marketing

■

Compliance and internal

control functions

■

Internal audit

■

Investment

administration

(outsourced to

Northern Trust)

The Board has set the parameters within

which the Investment Manager operates

and these are set out in the Investment

Management Agreement and agreed by

the Board.

The Board receives regular updates

from the Investment Manager and other

service providers and ensures that

information pertaining to its stakeholders

is provided, as required, as part of the

information presented in regular Board

meetings. During the year, additional

monthly performance updates were

held between the Board and Investment

Manager to discuss the continuing impact

of geopolitical, inflationary and market

movements events on the Company and

its portfolio. The Board, with the support of

its Management Engagement Committee,

regularly reviews the performance of the

Investment Manager and other service

providers to ensure that services provided

to the Company are managed efficiently

and effectively for the benefit of the

Company’s shareholders.

The Board has reviewed and discussed

plans for the future marketing and

development of the Company with the

Investment Manager during the year.

During the year, the performance of the

Company

rose significantly versus its benchmark.

Buybacks were limited during the year as

adverse

market conditions and sentiment

resulted in

wider discounts across the investment trust

sector. It was felt that additional buybacks

may

have limited impact on material NAV

accretion

with the potential risk of reducing liquidity in

the market for the Company’s shares, which

marginally increased on the prior year.

Further

detail can be found within the Chairman’s

Statement and Investment Manager’s Review.

The Fund Manager worked on a number of

initiatives to raise the profile of the Company

and generate interest with new investors;

taking

part in various shareholder in-person events

and

webinars during the year.

Stakeholders

Engagement

Impact

Other

third-party

service

providers

■

Northern Trust as

Depositary and Custodian

■

Singer Capital Markets as

Broker

■

Link Group as Registrar

■

Johnston Carmichael LLP

as Auditor

As an investment company, all services are

outsourced to third-party service providers.

The Board considers the Depositary, the

Custodian, the Broker, the Registrar and

Auditor to be key stakeholders.

The Board relies on the Investment Manager

to work alongside these key stakeholders

to meet the requirements of the Company.

The Management Engagement Committee

reviews the performance of these service

providers, along with their fee levels, and

provides recommendations to the Board as

required.

The Investment Manager has constant

interaction with the service providers and

provides feedback to and from the Board

as required.

Annual assurance reports are received to

assist the review of the internal control

environments of the Depositary and

Custodian.

Reporting from the Company’s broker,

auditor and Company Secretary alerts the

Board to proposed changes in regulations

and market practice. This helps the Board

plan and manage risks as well as complying

with relevant regulations.

The performance of the third-

party service

providers is continually monitored throughout

the year. Assurance is sought through regular

due diligence to ensure high standards of

governance are in place. Cost effectiveness is

also tracked through regular benchmarking.

As and when appropriate, third-party

providers

present to the Board.

Following formal review by the Management

Engagement Committee and Board at the

year

end, it was concluded that the service providers

were operating effectively and provided a

good

level of service.

Investee

companies

(see

pages 12 to 13)

The Board sets the investment objective

and discusses stock selection, asset

allocation, and the ESG qualities of investee

companies with the Fund Manager at each

Board meeting.

The Fund Manager often engages with the

investee companies, prior to investment

and on an on-going basis.

The Fund Manager has discretionary

powers to exercise the Company’s voting

rights on resolutions proposed by the

investee companies within the Company’s

portfolio.

The Fund Manager has a dedicated

Stewardship Team which supports the

Fund Manager in the investment process.

The engagement of the Fund Manager with

the investee companies aids awareness and

understanding of the ESG environment in

operation as well as the valuation and

prospects

of their businesses.

During the year, the Fund Manager voted at

shareholder meetings. More details can be

found

on page 11.

The Association of

Investment

Companies (“AIC”)

The Company is a member of the AIC which

is an organisation that represents the

interests of investment trusts, VCTs and

other closed-end funds.

The Board continues to choose to report

under

the AIC Code of Corporate Governance. This

Code better reflects the nature of an

investment

trust in the context of good corporate

governance.

Board

discussions

and

decisions

The following are the key discussions and decisions made by the Board during the year ended 30 April 2024:

Topic

Background & discussion

Decision

buyback policy

The level of buybacks and their effect on

the discount is discussed at each Board

meeting.

The Board discussed the current strategy

in relation to buybacks and the proposed

tender offer.

The Board weighs up the effectiveness of the

buyback policy in helping to maintain/reduce

the discount to NAV against its impact on the

Company and the liquidity in its shares. In

light

of the intended tender offer in 2024, the

Board

decided to continue its current strategy and

continue to monitor the level of discount in

line with discount and liquidity requirements.

Triennial

Tender Offer The Board discussed the proposed tender

offer for 2024, which was in line with its

objective to provide such a mechanism

every three years.

Discussions were held to plan any steps

required to complete this corporate action

such as potential costs of third parties,

timetable and the movement in the share

price discount during the year.

The Company broker was approached to

discuss

actions required.

Discussions on this are on-going.

Gearing

The Board discussed the current policy of

providing gearing through Contracts for

Difference.

The Board decided that this policy continues

provide gearing at a reduced cost compared to

conventional bank loan.

Internal

audit

The Audit Committee regularly discusses

the possibility of the Company having its

own internal audit function.

The Audit Committee and Board continue to

believe that the Company should continue to

place reliance on the internal audit function

performed by the Investment Manager.

Board

structure and Director

succession

The Board continued to discuss the

structure of the Board and succession of

Directors taking into account the number

of years served, the mix of skills required

to perform the role and the diversity

requirements of the new legislation.

The Board acknowledged that it had not been

compliant with the gender diversity guidelines

during the year, reiterating its commitment

return to a position of compliance as part of its

succession plan.

Administrator,

Custodian,

Depositary,

Banker

The Management Engagement Committee

and the Board discussed each of the new

service providers to the Company to

ensure service level agreement KPIs were

being met.

The Board concluded that it was satisfied that

the

services were being provided in accordance

with

the agreed KPIs.

The Board’s primary focus is to promote the long-term

success of the Company for the benefit of the Company’s

shareholders. In doing so, the Board has regard to the impact

of its actions on other stakeholders as described above.

Directors & diversity

The Directors of the Company and their biographical details

are set out on page 27.

No Director has a contract of service with the Company.

The Board supports the recommendations of the Hampton-

Alexander Review on gender diversity and the Parker Review

on ethnic representation on boards.

The Board recognises the principles of diversity in the

boardroom and acknowledges the benefits of having greater

diversity, including gender, social and ethnic backgrounds,

and cognitive and personal strengths. When setting a new

appointment brief, the Nomination Committee considers

diversity alongside seeking to ensure that the overall

balance of skills and knowledge that the Board has remains

appropriate, so that it can continue to operate effectively.

The Board’s Director selection policy will, first and foremost,

seek to identify the person best qualified to become a Director

of the Company, based on merit and objective criteria.

The Board is currently comprised of four male Directors and

one female Director.

The FCA announced a new policy statement on diversity and

inclusion on company boards in April 2022. Companies are

required to comply with the targets or explain the reasons

for non-compliance. Outlined below is an overview of the

targets and the Company’s compliance as at 30 April 2024 in

accordance with Listing Rule 9.8.6R(9):

■

40% of the Board is represented by women: As at 30 April

2024, and during the year, 20% of the individuals on the

Board were women and therefore, the Company does

not meet this diversity target and a further explanation is

given on page 25.

■

One woman in a senior position: as at 30 April 2024

one woman was in a senior position. In the absence of

Executive roles, the Company considers the role of Senior

Independent Director, to qualify as a senior position.

Mrs Stewart held the role of Senior Independent Director

from 28 June 2023.

■

One individual from a minority ethnic background: as

at 30 April 2024, no individuals on the Board are from a

minority ethnic background. The Company does not

therefore meet this diversity target.

The following tables set out the data on the diversity of

the Directors on the Company’s Board in accordance with

Listing Rule 9.8.6R(10) as at 30 April 2024. This data has been

collected through consultation with the Board. Subsequent

to the record date of 30 April 2024, Mrs Stewart became the

Senior Independent Director.

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

Number in

executive

management

Percentage

of executive

management

Men

4 80%

N/A

Women

20%

N/A

Not specified/prefer not to say

N/A

Mr Duncan Budge is the Chairman of the Board, a senior position as defined by the Listing Rules and Mrs Victoria Stewart is the Senior Independent

Director.

Not applicable as the Company does not have an executive management team.

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

Number in

executive

management

Percentage

of executive

management

White

British or other White 5 100% 2

N/A

Mixed/Multiple

ethnic groups

0 0% 0

N/A

Asian/Asian

British 0 0% 0

N/A

Black/African/Caribbean/Black

British 0 0% 0

N/A

Other

ethnic group, including Arab 0 0% 0

N/A

Not specified/prefer not to say

N/A

Not applicable as the Company does not have an executive management team.

Modern Slavery Act 2015

The Company does not fall within the scope of the Modern

Slavery Act 2015 as its turnover is less than £36m. Therefore,

no slavery and human trafficking statement is included in the

Annual Report.

Sustainability and environmental, social and governance

(‘ESG’) matters

The Board recognises that the most material way in which

the Company can have an impact on ESG is through

responsible ownership of its investments. The Board has

appointed Artemis as Investment Manager, who engages

actively with investee companies undertaking extensive

evaluation and engagement on a variety of matters such as

strategy, performance, risk, dividend policy, governance and

remuneration. All risks and opportunities are considered as

part of the investment process in the context of enhancing

the long-term value of shareholders’ investments. This will

include matters relating to material environmental, human

rights and social considerations that will ultimately impact

the profitability of a company or its stock market rating and

hence these matters are an integral part of Artemis’ thinking

as investors. The ESG and stewardship engagement of

Artemis is detailed on page 10.

Financial statements

The financial statements of the Company are included on

pages 49 to 52 of this report.

For and on behalf of the Board,

Duncan Budge

Chairman

1 July 2024

Directors and Corporate Governance

Board of Directors

The Directors of the Company who were in office during

the year and up to the date of signing of the financial

statements were:

Duncan Budge (Chairman)

Duncan Budge, was an Executive Director and Chief Operating

Officer of RIT Capital Partners plc between 1995 and 2011. He

is chairman of Dunedin Enterprise Investment Trust plc and

a director of Lowland Investment Company plc, BioPharma

Credit plc and Asset Value Investors Limited. He retired as a

director of Menhaden Resource Efficiency plc in June 2023,

subsequent to the Company's year end.

Appointed as an independent non-executive Director on

19 November 2013 and Chairman on 2 October 2014, Mr Budge

was also appointed Chairman of the Nomination and

Management Engagement Committees on 2 October 2014.

John Ayton MBE

John Ayton, practised as a corporate lawyer in Hong Kong and

the City of London before founding Links of London, a global

jewellery brand. After selling the company in 2007, Mr Ayton

has been an investor in, and chairman of, a number of

emerging luxury brands (including Bremont Watch Company

and Orlebar Brown (subsequently sold to Chanel)), as well as

launching the jewellery brand Annoushka. He is director of a

number of private companies. He was awarded an MBE for his

services to the UK jewellery industry in 2012.

Appointed as an independent non-executive Director on

25 June 2015.

Jamie Korner

Jamie Korner, is a retired partner of Stanhope Capital LLP.

A Cambridge graduate, he joined Inchcape in 1978 and worked

both overseas and in the UK, following a period in farming.

After working at stockbroker Fielding Newson Smith and as a

manager of institutional funds at M&G, he moved to Newton

Investment Management in 1995. He led the charity and

smaller institutional business of Newton until his retirement

in 2011. He is a trustee of the Foyle Foundation and other

charities as well as an adviser to other institutions in the arts

and education fields.

Appointed as an independent non-executive Director on

6 April 2017.

Tom Smethers

Tom Smethers has held a number of senior finance positions in

the retail, aviation, travel and hospitality sectors. From 2007 to

2013 Mr Smethers was Group Financial Controller at easyJet

plc, from 2013 to 2015 Vice President Finance at Jumeirah

Hotels & Resorts in Dubai, from 2015 to 2019 Finance Director

for TUI Airways in the UK and Nordic region and more recently

from 2019 to 2021 Global Finance Director for Costa Coffee,

part of the Coca-Cola Company. He joined Britvic in March

2021 as Group Finance Director.

Mr Smethers qualified as a Chartered Accountant with

Deloitte and worked in the Audit and Advisory practice in

London and Auckland, New Zealand.

Appointed as an independent non-executive Director and

Chairman of the Audit Committee on 15 March 2023.

Victoria Stewart

Victoria Stewart spent 22 years as a Fund Manager, joining

Chiswell Investment Management in 1994 before moving to

Royal London Asset Management in 1998. Mrs Stewart was

the sole manager of the Royal London UK Smaller Companies

Fund from its inception in 2007, leaving in 2016 and taking up a

non-executive director role with Secure Trust Bank plc where

Mrs Stewart is also chairman of the Remuneration Committee.

Mrs Stewart is also a non-executive director of Aberforth

Smaller Companies Trust plc and JPMorgan Claverhouse

Investment Trust plc. Mrs Stewart has considerable

experience of managing and investing in various investment

vehicles, specifically mid and small-cap listed companies and

has a strong working knowledge of performance analysis and

corporate governance.

Appointed as an independent non-executive Director on

31 May 2019 and Senior Independent Director on 28 June

2023.

All non-executive Directors were considered independent of

the Investment Manager throughout the year ended 30 April

2024 and up to the date of this report. They were all members

of the Audit, Nomination and Management Engagement

Committees throughout the year.

Directors’ Report

The Directors have pleasure in presenting their report, together

with the audited financial statements of the Company for the

year ended 30 April 2024.

Results and dividends

The results for the year are set out in the Statement of

comprehensive income on page 49. The Board has declared

dividends for the year totalling 6.80 pence per ordinary share.

This is made up of a first interim dividend of 2.54 pence and

a proposed final dividend of 4.26 pence. The final dividend,

subject to shareholder approval, will be paid on 25 October

2024 to shareholders who are on the register at the close of

business on 19 September 2024, with an ex-dividend date of

18 September 2024.

References to future development and financial risk

management are included in the Strategic Report on pages 16

and 18 to 20 respectively.

Management and management fees

The Company’s investments are managed by Artemis Fund

Managers Limited (“Artemis”), subject to an Investment

Management Agreement dated 15 July 2014 (the “Agreement”)

(as amended on 7 June 2018). Pursuant to the Agreement,

Artemis is entitled to a management fee of 0.75 per cent per

annum on the first £250 million of the average monthly market

capitalisation of the Company. The balance above £250 million

and up to £500 million would be charged at a reduced rate of

0.70 per cent per annum and the balance above £500 million

at a further reduced rate of 0.65 per cent per annum. No

performance fees are payable.

The Agreement may be terminated by either party on

twelve months’ written notice. In the event of the Company

terminating the Agreement by giving less than twelve months’

notice, Artemis is entitled to an amount in lieu of notice

equivalent to 0.75 per cent of the market capitalisation of the

Company on the date of termination in accordance with the

Agreement.

During the year, the Company’s portfolio was managed by

Kartik Kumar and John Dodd.

Portfolio ideas may also be generated by the other members

of the Artemis investment team from time to time, but all

investment decisions are the responsibility of the Fund

Managers.

Artemis is also the Alternative Investment Fund Manager

(“AIFM”) to the Company. The Agreement sets out Artemis’

duties to the Company in respect of the AIFMD. No fees

are paid to Artemis in respect of its role as the AIFM to the

Company. Artemis has delegated responsibility for the day-

to-day portfolio management of the Company’s portfolio to

Artemis Investment Management LLP.

Both Artemis entities are authorised and regulated by

the Financial Conduct Authority and at 30 April 2024 had

£24.3 billion, in aggregate, of assets under management.

Continuing appointment of the Investment Manager

The Board has reviewed the Investment Manager’s

engagement, including its management processes, risk

controls and the quality of support provided to the Board

and believes that its continuing appointment remains in

the interests of shareholders at this time. Such a review is

carried out on an annual basis, supported by the Management

Engagement Committee.

Elections of Directors

The Board has adopted a policy that all Directors should

stand for re-election on an annual basis at each AGM. The

Board recommends the re-election of Mr Budge, Mr Ayton,

Mr Korner, Mr Smethers and Mrs Stewart. The contribution of

each individual Director has been reviewed and considered

by the Board, with the support of the Nomination Committee,

and the re-election of each of the Directors is recommended

on the basis of their industry knowledge, experience and their

individual contributions to the operation of the Company.

Directors’ insurance and indemnification

Directors’ and officers’ liability insurance cover is held by the

Company to cover Directors against certain liabilities that

may arise in conducting their duties.

The Company’s Articles provide the Directors, subject to

the provisions of UK law, with an indemnity in respect of

liabilities which they may sustain or incur in connection with

their appointment. The Company has also prepared deeds of

indemnity in favour of each of its Directors. The deeds cover

any liabilities that may arise to a third party, other than the

Company, for negligence, default or breach of trust or duty.

The Directors are not indemnified in respect of liabilities to the

Company, any regulatory or criminal fines, any costs incurred

in connection with criminal proceedings in which the Director

is convicted or civil proceedings brought by the Company in

which judgement is given against him/her. In addition, the

indemnity does not apply to any liability to the extent that it is

recovered from another person.

Capital structure and voting rights

At 30 April 2024, the Company had 37,260,474 ordinary shares

(2023: 37,260,474) in issue.

During the year, the Company repurchased a total of 21,756

ordinary shares for an aggregate consideration of £70,075

representing 0.07 per cent of the issued share capital as at

30 April 2023 with the shares bought at an average discount of

12.99 per cent (2023: 11.18) adding approximately 0.03p to the

net asset value per share.

There were 4,547,322 shares held in treasury as at 30 April 2024

(2023: 4,525,566). No treasury shares were cancelled during

the year (2023: nil). The Company’s total voting rights as at

30 April 2024 were 32,713,152.

Since the year end, no ordinary shares have been purchased

into treasury, and nil ordinary shares held in treasury have

been cancelled. As at 1 July 2024, the Company had 37,260,474

ordinary shares in issue. Of these, 4,547,322 ordinary shares

are held in treasury and therefore the Company’s total voting

rights are 32,713,152.

At any general meeting of the Company, every ordinary

shareholder attending in person or by proxy (or by corporate

representative) is entitled to one vote on a show of hands

and, where a poll is called, every ordinary shareholder

attending in person or by proxy is entitled to have one vote

for every ordinary share of which he is the holder. There are

no restrictions concerning the voting rights of the Company’s

ordinary shares or the holding or transfer of the Company’s

shares and there are no special rights attached to any of the

ordinary shares. The Company’s ordinary shareholders may

approve dividends by ordinary resolution, provided such

dividends are not in excess of any dividends recommended by

the Directors. The Directors may also pay interim dividends.

The Company is not aware of any agreements between

shareholders which may result in any restriction on the

transfer of shares or on the voting rights.

The table below sets out those shareholders as at 30 April

2024, who have notified the Company that they hold more

than 3 percent of the voting rights attaching to the ordinary

shares in issue.

Shareholder

Ordinary

held at

30 April 2024

% of

Total

voting

rights at

30 April 2024

1607 Capital Partners 4,958,227

15.16

John Dodd 2,292,893 7.01

Adrian Paterson 2,134,001 6.52

Rossie House Investment

Management Nominees

2,090,011

6.39

Mark Tyndall

1,931,679 5.90

Raymond James Investment

Services

1,558,400

4.76

Derek Stuart

1,054,911

3.2

Since 30 April 2024, the Company has received notification

from Mr John Dodd that he holds 1,962,893 ordinary shares,

representing 6 percent of the total voting rights. There have

been no other changes notified to the Company in respect of

the above holdings, and no other new holdings notified, since

the year end.

Additional shareholder information

The requirements relating to the appointment and

replacement of Directors are contained in the Articles of the

Company, a copy of which can be found on the Company’s

website at artemisalphatrust.co.uk. Amendments to the

Articles, and the giving of powers to issue or buyback the

Company’s shares, require appropriate resolutions to be

passed by shareholders. The current authorities to buyback

and issue shares will expire at the AGM and proposals for

their renewal are set out in the Notice of Meeting on page 66.

There are no agreements to which the Company is party that

might affect its control following a takeover bid; and there

are no agreements between the Company and its Directors

concerning compensation for loss of office.

Going

concern

The Directors have considered the likely cash flows and

operational costs of the Company for the twelve months

from the date of approval of this Annual Report. As part of the

assessment of going concern the Directors have reviewed the

stress testing performed by the Investment Manager which

models the impact of adverse economic and market conditions

through various increasingly severe scenarios on the

Company’s portfolio as well as the triennial tender offers and

buyback policy. The Company has no borrowing arrangements.

The Directors, having taken in to account the Principal Risks and

Uncertainties as disclosed in the Strategic Report on page 18,

believe the Company has adequate financial resources to

continue in operational existence for a period of not less than

12 months from the date of this Annual Report. The Company

has a diversified and liquid portfolio to fund any short-term

operational expenses as required. The Directors have reviewed

the revenue and expense forecasts and cash flows and have

concluded the Company should continue to adopt the going

concern basis in the preparation of the financial statements.

nnual General Meeting (‘AGM’)

The Company’s AGM will be held at 10.00 a.m. on 17 October

2024. The Board invites shareholders to attend the meeting at

the offices of Artemis Fund Managers Limited, Cassini House,

57 St. James’s Street, London SW1A 1LD. The Fund Manager

will present his review of the portfolio and will be pleased to

answer your questions, as will the Board. Details of the 2024

AGM are set out in the Chairman’s Statement on page 5 and

the Notice of Meeting on page 66.

Voting recommendation

Resolutions to be put to the AGM are included in the Notice

of AGM sent with this Annual Report. The Board considers

that passing the resolutions to be proposed at the AGM will

be in the best interests of the Company and shareholders as a

whole and unanimously recommends that shareholders vote

in favour of each of these resolutions, as the Directors intend

to do in respect of their own holdings.

Post balance sheet events

The Directors confirm that there have been no post balance

sheet events up to 1 July 2024 other than those included in

note 21 on page 65.

In accordance with the FCA’s requirements under the

Environmental, Social and Governance Sourcebook, Artemis

is required to publish disclosures consistent with the

Taskforce on Climate-Related Financial Disclosures (“TCFD”)

for the period 1 January 2023 to 31 December 2023. The

entity-level TCFD report contains information about how

Artemis manages climate-related risks and opportunities in

investment portfolios and across its business operations and

the product-level TCFD report contains certain climate related

metrics required to be published for Artemis Alpha Trust plc.

These TCFD reports, which were published on 30 June 2024,

can be found here: www.artemisfunds.com/en/gbr/adviser/

stewardship-and-esg/climate-related-financial-disclosures.

Greenhouse

gas

emissions

As the Company has delegated the investment management

and administration of the Company to third party service

providers, and has no fixed premises, there are no greenhouse

gas emissions to report from its operations. The Company

has no employees and all of its Directors are non-executive,

with all day-to-day activities being carried out by third parties.

The Company considers itself to be a low energy user as

defined in the Streamlined Energy and Carbon Reporting

Regulations and therefore is not required to disclose energy

and carbon information.

Corporate governance report

The Board is committed to high standards of corporate

governance and is pleased to report to shareholders on the

Company’s governance arrangements and the application of

the principles of the codes during the year.

Applicable governance codes

The Board has considered the principles and provisions of the

AIC Code of Corporate Governance 2019 (the “AIC Code”).

The AIC Code addresses the Principles and Provisions 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.

The Board considers that reporting against the Principles

and Provisions of the AIC Code, which has been endorsed by

the Financial Reporting Council (“the FRC”) provides more

relevant information to shareholders.

The FRC has confirmed that AIC member companies who

report against the AIC Code will be meeting their obligations

in relation to the Corporate Governance Code and the

associated disclosure requirements of the Disclosure Rules.

The AIC Code that was issued in February 2019 was applicable

to the Company in the year under review. The AIC Code is

available on the AIC website (www.theaic.co.uk). It includes

an explanation of how the AIC Code adapts the Principles and

Provisions set out in the Corporate Governance Code to make

them relevant for investment companies.

In January 2024, the FRC published a revised version of the

UK Corporate Governance Code and associated Corporate

Governance Code Guidance. The scope of the changes in

the revised version has been significantly scaled back from

the proposals on which the FRC originally consulted in 2023.

The most significant changes in this version of the Corporate

Governance Code are to the reporting requirements in relation

to internal controls in section 4, though changes are being

made throughout, including in section 1 on outcomes-based

reporting; section 3 on diversity, inclusion and equality of

opportunity; and to the provisions on remuneration in section

5. The revised Corporate Governance Code will apply to

financial years beginning on or after 1 January 2025. However,

companies will have an extra year to comply with the new

disclosure requirements in relation to internal controls, with

the revised Provision 29 applying to financial years beginning

on or after 1 January 2026. The Board will review the changes

to the Corporate Governance Code and any corresponding

changes to the AIC Code (which have not yet been published)

during 2024 with a view to ensuring that it can report on its

compliance with effect from 1 May 2025 or explain any areas

of non-compliance.

Statement of compliance

The Board considers that during the course of the year, and

up to the date of this report, the Company has complied with

the Principles and Provisions of the AIC Code, in so far as they

apply to the Company’s business, and the relevant provisions

of the UK code, except as noted below:

The UK Code includes provisions relating to:

■

the role of the chief executive;

■

executive directors’ remuneration; and

■

the need for an internal audit function as explained on

page 25.

For reasons explained in the AIC Guide and the UK Code,

the Board considers these provisions are not relevant to

the Company, being an externally management investment

company. In particular, all of the Company’s day-to-day

management and administrative functions are outsourced

to third parties. As a result, the Company has no executive

directors, employees or internal operations. The Company has

therefore not reported further in respect of these provisions.

Board leadership and purpose

The Board is responsible for promoting the long-term

sustainable success and strategic direction of the Company

and for providing leadership in terms of the Company’s

culture, purpose and values (see page 16). The Board

appoints all third-party service providers and monitors their

performance throughout the year. The Board, assisted by the

Management Engagement Committee, formally evaluates the

quality of the service provided by third parties and considers

their terms of engagement. The Board, assisted by the Audit

Committee, reviews the risks faced by the Company and

assesses the effectiveness of internal controls in place to

mitigate these risks.

The Board also provides independent oversight of the

operations, particularly those of the Investment Manager, and

challenges investment and operational decisions taken.

The Board meets formally four times a year to review the

performance of the Company’s investments, the financial

position of the Company, its performance in relation to the

investment objective and all other important issues to ensure

that the Company’s affairs are managed within a framework of

prudent and effective controls. The Investment Manager also

provides a monthly update to the Board via a written report

and video-conference.

Division of responsibilities

Responsibilities are clearly defined and allocated between

the Chairman, the Board, the Investment Manager and a

number of third-party service providers. The performance of

the Investment Manager and third-party service providers are

reviewed by the Board on a regular basis, supported by the

Management Engagement Committee.

No one individual has unfettered powers of decision. The

Chairman, Mr Budge, was at the time of his appointment,

and remains, independent of the Investment Manager. The

Chairman leads the Board and ensures its effectiveness on all

aspects of its operation ensuring that each Director receives

accurate, timely and clear information enabling them to

perform effectively as a Board.

The Company Secretary liaises with the Chairman prior to

each meeting to agree agenda content and papers to be

submitted to Board and Committee meetings. In addition,

the Chairman is responsible for ensuring there is effective

communication with shareholders.

The Board has set the parameters within which the Investment

Manager operates and these are set out in the Investment

Management Agreement and in Board minutes. The Board

sets the scope of the Investment Manager’s responsibilities,

including principal operating issues such as unquoted

investments, gearing, derivatives, share buybacks and

share issuance. The Board regularly reviews the investment

restrictions set out in the Investment Management

Agreement and any other restrictions set by the Board from

time to time to confirm their continuing appropriateness. The

Board retains authority to approve any changes to investment

policy, including such material changes as may require

approval of the shareholders and may review and amend the

investment policy guidelines laid down for the Investment

Manager as it deems appropriate.

Representatives of the Investment Manager attend each

Board meeting enabling the Directors to seek clarification

on its activities in managing the Company. The Investment

Manager also provides the Board with monthly updates

and the opportunity to meet and discuss the Company

performance.

The Board has formalised arrangements under which

Directors, in furtherance of their duties, may take independent

professional advice at the Company’s expense. The Directors

have access to the advice and services of the Company

Secretary, through its appointed representatives, who are

responsible to the Board for ensuring that proper procedures

are followed, and that applicable rules and regulations are

complied with.

The appointment and removal of the Company Secretary is a

matter for the Board as a whole.

Board composition

The Board currently comprises five Directors, comprising

four male and one female, all of whom are non-executive.

The names of the Directors, together with their biographical

details, are set out on page 27 of this Report.

The Board considers that all the Directors are independent

of the Investment Manager and comply with the criteria for

independence as set out in the AIC Code. The Nomination

Committee meets annually to consider the performance of the

Board and consider matters of independence. The Directors

are not aware of any issues that have been raised directly by

shareholders in respect of Board composition during the year.

Diversity policy

The Board recognises the importance of having skilled and

experienced Directors represented on the Board to allow it

to fulfil its obligations. The Board also recognises the benefits

of diversity and gives regard to this during its recruitment of

new Board members; by doing so the Board will not display

bias for age, gender, race, sexual orientation, socio-economic

background, religion, ethnic or national origins or disability in

considering the appointment of Directors. The Board seeks

to meet the targets of the FCA’s Listing rule 9.8.6R (9)(a) and

will continue to plan for this during its succession discussions

whilst also ensuring that all appointments are made on the

basis of merit against the requirements of the role.

Appointments to the Board

Directors are appointed subject to the provisions of the Act

and the Company’s Articles. Any Directors appointed by the

Board are subject to election by shareholders at the first

AGM following their appointment and to annual re-election

thereafter.

The contribution of each individual Director has been

reviewed and considered by the Board, with the support of

the Nomination Committee, and the re-election of each of

the Directors is recommended on the basis of their industry

knowledge, experience and their individual contributions to

the operation of the Company.

The Directors of the Company have not been appointed

subject to a service contract. The terms and conditions of

their appointments are set out in letters of appointment,

which are available for inspection at the registered office of

the Company and at the AGM.

Board committees

In order to enable the Directors to discharge their duties,

three Board committees, each with written terms of reference,

have been established. Committee membership is set out

on page 34 of this Report. Attendance at meetings of the

committees is restricted to members and persons expressly

invited to attend. Copies of the terms of reference for the

Board committees are available from the Company Secretary

or on the Company’s website artemisalphatrust.co.uk. The

Chairman of the Board acts as Chairman for the committees,

with the exception of the Audit Committee, which is currently

chaired by Mr Smethers.

The Company Secretary acts as the Secretary to each

committee.

Audit committee

The responsibilities of the Audit Committee are disclosed in

the Report of the Audit Committee on page 38 of this Report.

Management Engagement committee

The Management Engagement Committee, which meets at

least annually, reviews the terms of appointment and the

performance of each of the Company’s third-party service

providers, including the Investment Manager but excluding

the Auditor, which is reviewed by the Audit Committee.

The Committee makes recommendations to the Board for

improvement or change as appropriate.

The outcome of this review is as below.

Management agreement: The Investment Manager gives a

full and detailed report on performance and the portfolio at

each Board meeting and on monthly telephone calls. The

Board has scrutinised the performance of the portfolio at

each Board meeting and has concluded that the continuing

appointment of the Investment Manager is in the best

interests of the Company.

Third party agreements: the Board reviewed the performance

of the material third parties such as the registrar, fund

administrator, broker and depositary. It was concluded that

each party continued to provide the required level of service

and support to the Company.

Nomination committee

The Nomination Committee consists of all the Directors

and meets at least annually. Given the size of the Company

and the independence of the Directors, the Board considers

it appropriate for all to be members. It is responsible for

ensuring that the Board has an appropriate balance of skills

and experience to carry out its duties, for identifying and

nominating to the Board new Directors and for proposing

that existing Directors be re-elected. The Committee is also

responsible for reviewing and making recommendations to

the Board with respect to succession planning, governance

policies; including those policies relevant to the tenure of the

chair, diversity, and inclusion.

The Committee undertakes an annual performance

evaluation of the Board and individual Directors, led by

the Chairman. On those occasions when the Committee is

reviewing the Chairman, or considering his successor, the

Nomination Committee will normally be chaired by the Senior

Independent Director. The Committee annually considers the

appointment of an external evaluator. An external evaluator

was not engaged during the financial year.

As detailed in the Strategic Report on page 25, the Board

supports the principles of diversity in the boardroom and

considers this when seeking to ensure that the overall balance

of skills and knowledge of the Directors remains appropriate

to enable the Board to operate effectively.

Board evaluation and effectiveness review

The Board, led by the Nomination Committee, conducted an

annual review of its performance and that of its Committees,

the Chairman and individual Directors. The review addressed

Board and committee composition including knowledge,

skills, experience, diversity, independence as well as the time

commitment of the Directors to allow them to discharge

their responsibilities effectively. This review was based on a

process of appraisal by interview, with the evaluation of the

performance of the Chairman being undertaken by the other

Directors, led by the Senior Independent Director.

The Board concluded that the Board has effective oversight

of the management of the Company and has the appropriate

diversity of skills and experience to safeguard shareholders’

interests. The review did not identify any areas of concern.

Board succession

Board appointments are subject to a formal and transparent

procedure, the Nomination Committee considers the skill set

needs of the Company and seeks to ensure that any vacancies

are filled with highly qualified individuals that will bring

the required knowledge and experience to the Board. The

Nomination Committee considers diversity of gender, social

and ethnic backgrounds alongside the individual experience

and knowledge.

A plan for the orderly succession over time has been

discussed commencing with the retirement of Mr Budge in

2025. The recruitment for this role, facilitated by an external

recruitment consultant, will begin later this year.

Directors’ & Chairman’s tenure

The Board has adopted a policy of annual re-election by

shareholders. The Board does not consider length of service

itself to affect independence or the contribution of Directors

where experience and continuity can be an advantage to an

investment trust board. The Board notes that the AIC Code no

longer imposes a nine year limit on the tenure of an investment

trust company chairman. Through the evaluation work of the

Nomination Committee, the tenure of individual Directors

and the Chairman will be assessed against their continuing

contribution to the Board alongside the need to ensure

ongoing diversity and a strong line of succession. Individual

director skills and expertise are considered when debating

the Board structure; noting that continuity and experience

can strengthen the Board during times of market volatility.

The Board has agreed a procedure for the appointment of new

Directors. Formal consideration of the skills and experience of

the Board is undertaken to help identify the capabilities of a

new Director when a vacancy arises.

Induction and training

New Directors appointed to the Board are provided with an

induction which is tailored to the particular circumstances

of the appointee. Regular updates are provided on changes

in regulatory requirements that could affect the Company.

The Directors are encouraged to attend industry and other

seminars covering issues and developments relevant to

investment trusts and receive other training as necessary.

Board and committee meetings

The following table sets out the Directors’ attendance at the

scheduled Board and Committee meetings held during the

year to 30 April 2024.

Board

Meetings

Audit

Committee

Meetings

Number of meetings held

Mr Ayton

4/4

3/3

Mr Budge

4/4

3/3

Mr Korner

4/4

3/3

Mr Smethers

4/4

3/3

Mrs Stewart

4/4

3/3

Management

Engagement

Committee

Meetings

Nomination

Committee

Meetings

Number of meetings held

Mr Ayton

1/1

Mr Budge

1/1

Mr Korner

1/1

Mr Smethers

1/1

Mrs Stewart

1/1

In addition to the above meetings, the Board and Investment

Manager held informal meetings each month end, in months

when there had not previously been a Board meeting. There

were also two instances on which sub-committees of the

Board met, the attendance at which was delegated to

certain Directors.

Relations with shareholders

The Board considers communication with shareholders an

important function and Directors are always available to

respond to shareholder queries. The Board aims to ensure

that shareholders are kept fully informed of developments in

the Company’s business through the annual and half-yearly

financial reports, as well as the daily announcement of the

net asset values of the Company’s ordinary shares to the

London Stock Exchange. The Investment Manager produces

a monthly factsheet and a detailed quarterly commentary on

the portfolio and Company performance which can be found

on the Company’s website at artemisalphatrust.co.uk, along

with other information on the Company. The Investment

Manager meets with the Company’s major shareholders on a

periodic basis.

Shareholders are encouraged to attend and vote at the

AGM, during which the Board and Investment Manager are

available to discuss issues affecting the Company. Details

of shareholder voting are declared at every AGM and are

available on the website as soon as practicable following the

close of the meeting. Should 20 per cent or more of votes

be cast against a Board recommendation for a resolution,

an explanation of what actions the Company intends to

take in order to consult shareholders will be provided when

announcing voting results. An update on views received from

shareholders and actions taken will also be published no later

than six months after the AGM together with a final summary

in the next Annual Report.

All Directors intend to attend this year’s AGM, details of which

are set out in the Notice of Meeting on page 66 of this Report.

Engagement with Stakeholders

More information about how the Board fosters the

relationships with its shareholders and other stakeholders,

and how the Board considers the impact that any material

decision will have on relevant stakeholders, can be found in

the section 172 statement in the Strategic Report on pages 22

to 24.

UK Stewardship Code

The Artemis 2023 Stewardship Report has been submitted

to the FRC with the intention that Artemis will once again be

included as a signatory to the UK Stewardship Code. The 2020,

2021 and 2022 reports received signatory status. The Board

has given the Investment Manager discretion to exercise the

Company’s voting rights and therefore does not intend to

apply to become a signatory to the new code itself. A copy of

Artemis’ stewardship policy and report can be found on the

Investment Manager’s website at artemisfunds.com.

Voting policy

The Board has given the Investment Manager discretion to

exercise the Company’s voting rights and the Investment

Manager, so far as is practicable, will exercise them in

respect of resolutions proposed by investee companies. The

Investment Manager’s voting record is summarised on its

website at artemisfunds.com.

Bribery Act 2010

The Company is committed to carrying out business fairly,

honestly and openly and policies and procedures have been

established to prevent bribery.

Conflicts of interest

The Board has put in place procedures to deal with conflicts

and potential conflicts of interest and considers that these

have operated effectively throughout the year. The Board

also confirms that its procedures for the approval of conflicts

and potential conflicts of interest have been followed by the

Directors during the year under review.

Mr Ayton is a shareholder in Hardlyever, an unquoted

investment within the Company’s portfolio. Mr Ayton holds

2.4% of the investee company. Mr Ayton also has the right

to appoint a director to the Board so long as he and his

investor group hold at least 5% of the issued share capital

of the company. Following discussion, the Board, excluding

Mr Ayton, agreed the potential conflicts in relation to this

matter could be managed and have implemented control

measures to mitigate any conflicts that may arise.

Internal controls and management of risk

The Board recognises its responsibility for the implementation,

review and maintenance of effective systems of internal

control to manage the risks to which the Company is

exposed, as well as ensuring that a sound system of internal

control is maintained to safeguard shareholders’ interests

and the Company’s assets. As the majority of the Company’s

systems are maintained on behalf of the Company by third

party service providers under contract, the Board fulfils its

obligations by requiring these service providers to report

and provide assurances on their systems of internal control,

which are designed to manage, rather than eliminate, risks. In

light of the Board’s reliance on these systems and the reports

thereon, the Board can only provide reasonable and not

absolute assurance against material misstatement or loss.

The Board does, however, ensure that these service providers

are employed subject to clearly defined contracts.

Both the Investment Manager and the Administrator have

established internal control frameworks to provide reasonable

assurances as to the effectiveness of the internal control

systems operated on behalf of their clients. The Investment

Manager reports to the Board on a regular basis with regard

to the operation of its internal controls and risk management

within its operations in so far as it impacts the Company.

In addition, the Investment Manager reports quarterly to

the Board on compliance with the terms of its delegated

authorities under the Investment Management Agreement

and other restrictions determined by the Board.

The Administrator also reports, on a quarterly basis, any

operational errors and any breaches of law and regulation.

This enables the Board to address any issues with regard to

the management of the Company as and when they arise

and to identify any known internal control failures. The key

procedures which have been established to provide effective

internal controls are as follows:

■

The Board, through its Audit Committee, carried out and

documented a risk and control assessment, which was

reviewed twice during the year and will be kept under

ongoing, and at least a six monthly, review.

■

Investment management, accounting and custody of

assets are segregated. The procedures of the individual

parties carrying out these functions are designed to

complement each other.

■

Investment management and company secretarial

services are provided by Artemis. The Board is

responsible for setting the overall investment policy and

monitoring the actions of the Investment Manager. The

Board reviews information produced by the Risk and

Compliance function of the Investment Manager in detail

on a regular basis.

■

Administration services are provided by The Northern

Trust Company, London Branch. The Administrator

reports to the Board on a quarterly basis and ad hoc

as appropriate. In addition, the Board receives the

Administrator’s reports on internal controls.

■

The Board is aware of the whistleblowing procedures of

Artemis and the Administrator, which are considered

satisfactory.

■

The Audit Committee receives regular updates of

any internal audit reviews conducted on behalf of

the Investment Manager which may be considered of

relevance to the Company.

■

Safekeeping of the Company’s assets is undertaken by

The Northern Trust Company, London Branch.

■

Oversight of certain administrative and custodial

procedures is undertaken by the Company’s Depositary,

Northern Trust Investor Services Limited. The Board

reviews information provided by the Depositary on a

regular basis.

■

The Board clearly defines the duties and responsibilities

of its agents and advisers in the terms of their contracts.

The appointment of agents and advisers is conducted

by the Board after consideration of their capabilities to

deliver the required services; their ongoing performance

and contractual arrangements are monitored through

the Management Engagement Committee to ensure that

they remain effective.

■

Mandates for authorisation of investment transactions

and expense payments are approved by the Board.

By the procedures set out above, the Directors have reviewed

the effectiveness of the Company’s internal controls

throughout the year under review and up to the date of

this Report.

Information on the risks and the management of them is set

out in the Strategic Report on page 18 and in note 19 of the

notes to the financial statements.

The Directors consider that the Annual Report, taken

as a whole, is fair, balanced and understandable and the

information provided to shareholders is sufficient to allow

them to assess the Company’s position, performance,

business model and strategy.

By order of the Board

Artemis Fund Managers Limited

Company Secretary

1 July 2024

Directors’ remuneration policy and report

The remuneration policy of the Company was approved

by shareholders at the Annual General Meeting held on

21 September 2023 when 99.35% of votes received were in

favour, 0.10% were against and votes withheld were 0.55%. The

policy will apply until the 2026 AGM (being three years from

the date of shareholder approval of the policy).

Fees payable to Directors are commensurate with the amount

of time Directors are expected to spend on the Company’s

affairs, whilst seeking to ensure that fees are set at an

appropriate level so as to enable candidates of a sufficient

calibre to be recruited. The Company’s Articles state the

maximum aggregate amount of fees that can be paid to

Directors in any year. This is currently set at £200,000 per

annum and shareholder approval is required for any changes

to this. The Board reviews and sets the level of Directors’ fees

annually, or at the time of the appointment of a new Director,

taking into account a range of external information, including

peer group comparisons and relevant independent research.

The Board did not engage the services of a remuneration

consultant during the financial year.

Each Director is entitled to a base fee. The Chairman of the

Board is paid a higher fee than the other Directors to reflect

the additional work required to be carried out in this role. The

Chairman of the Audit Committee also receives an additional

fee to reflect the additional responsibilities and work

associated with the role.

No Director is entitled to any benefits in kind, share options,

annual bonuses, long-term incentives, pensions or other

retirement benefits or compensation for loss of office.

Directors are appointed with no fixed notice periods and

are not entitled to any extra payments on resignation. It is

also considered appropriate that no aspect of Directors’

remuneration is performance-related in light of the Directors’

non-executive status.

Directors are able to claim expenses that are incurred

in respect of duties undertaken in connection with the

management of the Company.

New Directors will be remunerated in accordance with

this policy and will not be entitled to any payments from

the Company in respect of remuneration arrangements in

place with any other employers which are terminated upon

appointment as a Director of the Company.

To date no comments have been received from shareholders

in respect of the Remuneration Policy.

Directors’ remuneration report

The Directors are pleased to present the Company’s

remuneration report for the year ended 30 April 2024. The

Company’s Auditor is required to audit certain information

contained within this report and, where information set out

below has been audited, it is clearly indicated. The Auditor’s

opinion is included in the Independent Auditor’s Report which

can be found on pages 42 to 48.

The remuneration report will be submitted to shareholders for

approval at the AGM to be held on 17 October 2024. A Notice

of the AGM accompanies this Annual Report. In accordance

with the matters reserved for the Board’s decision, the Board

is responsible for:

(i)

Determining the remuneration of the Directors, subject

to compliance with the Articles and the Remuneration

Policy, as approved by shareholders.

(ii)

Approving the remuneration report and policy for

inclusion in the Annual Report.

(iii)

Approving the remuneration policy at least every three

years and monitoring the policy to ensure compliance.

The Board

During the year ended 30 April 2024, the Board consisted solely

of non-executive Directors who determine their remuneration

as a whole. Accordingly, a separate Remuneration Committee

has not been established. Following a review of Directors'

fees by the Board on 20 June 2024, the Board have agreed to

increase their fees by 5% effective 1 May 2024. Director’s fees

were last changed on 23 June 2022. The Board has not relied

upon the advice or services of any person to assist in making

its remuneration decisions, although the Directors carry out

reviews from time to time of the fees paid to directors of other

comparable investment trusts.

Directors’ fees (audited)

The Directors who served during the years ended 30 April

2024 and 30 April 2023 received the following annual fees. The

Company does not award any other remuneration or taxable

benefits to the Directors.

Director

2024

2023

Mr Ayton

£28,000 £28,000

Ms Bergin

– £15,000

Mr Budge

£40,000 £40,000

Mr Korner

£28,000 £28,000

Mr Smethers

2,3

£33,000 £4,158

Mrs Stewart

£31,698

£30,725

£160,698 £145,883

None of the Directors who are Directors of the Company’s wholly

owned subsidiary received any remuneration from this company.

Mr Smethers and Mr Budge received higher fees owing to their role

as Chairman of the Audit Committee, Nomination Committee and

Chairman of the Board.

Ms Bergin resigned from the Board 13 October 2022. Mr Smethers

was appointed to the Board on 15 March 2023. Mrs Stewart was

interim Audit Chair in the intervening period.

Annual percentage change in Directors’ remuneration

The following table sets out the annual percentage change

in Directors’ fees for the past four years from 1 May 2020 to

30 April 2024

Director

2024

Fees

2023

Fees

2022

Fees

2021

Fees

Mr Ayton

0.0 7.7 8.3 0.0

Mr Budge

0.0

11.1

9.1

0.0

Mr Korner

0.0 7.7 8.3 0.0

Mr Smethers

0.0 – – –

Mrs Stewart

0.0

18.2

8.3

–

Mrs Stewart was interim Audit Chair from 13 October 2022 to

15 March 2023.

Expenditure by the Company as remuneration and

distributions to shareholders

The table below compares the remuneration paid to Directors

with distributions made to shareholders during the year under

review and the prior financial review.

2024

2023

Directors’ fees £160,698 £145,883

Distributions to shareholders

–

dividends £2,098,000 £1,906,000

– share buybacks

£70,075

£3,167,000

Directors’ interests (audited)

The Directors’ interests in the capital of the Company who

held office at 30 April 2024 were as follows:

Ordinary shares

30 April 2024

30 April 2023

Beneficial

Non-

beneficial

Beneficial

Non-

beneficial

Mr Ayton

13,241

–

13,241

–

Mr Budge

15,000 – 15,000 –

Mr Smethers

6,000 – – –

Mr Korner

30,000 – 30,000 –

Mrs Stewart

–

There have been no changes in the Directors’ interests up to the

date of signing.

At no time during the year did any Director hold a material interest

in any contract, arrangement or transaction with the Company or

its subsidiary undertaking.

Performance graph

100%

80%

60%

40%

20%

40%

Net Asset Value

Share Price

FTSE All-Share Index

Source: Artemis/Datastream

The performance graph above sets out the Company’s

ordinary share price total return (assuming re-investment

of dividends) from 30 April 2014 to 30 April 2024 compared

with the total return of a notional investment in the FTSE All

Share Index. As investments are selected on their individual

merits, the portfolio will not track any comparative index, and

there is likely to be a divergence in performance between the

Company and the index.

Statement of voting at the last annual general meeting

The following table sets out the votes received at the last

AGM of shareholders, held on 21 September 2023, in respect

of the approval of the Directors’ Remuneration Report:

Votes

cast

for

Votes

cast against

Total

votes

cast

Number

of votes

withheld

Number

10,417,403

99.90

10,072

0.10

10,427,475

59,519

On behalf of the Board and in accordance with the Regulations,

I confirm that the Directors’ Remuneration Report summarises,

for the year ended 30 April 2024, the review undertaken and the

decisions made, regarding the fees paid to the Board.

Duncan Budge

Chairman

1 July 2024

April 2014

April 2015

April 2016

April 2017

April 2018

April 2019

April 2020

April 2021

April 2022

April 2023

April 2024

Report of the Audit Committee

The Audit Committee (the “Committee”) is chaired by Mr

Smethers, an experienced chartered accountant. All other

Directors are members of the Committee and although the

members of the Committee are not accountants by profession,

it is considered that they have relevant and recent financial

and investment experience as a result of their employment in

financial services and other industries.

With reference to the AIC Code, Mr Budge, Chairman of

the Board, remains a member of the Audit Committee. The

Board considers this is appropriate given the experience of

Mr Budge and the contribution he brings.

Meetings

The Committee meets at least twice each year and

representatives from the Investment Manager and the

Administrator may be invited to attend the meetings of the

Audit Committee to report on issues as required.

The Audit Committee meets with representatives of the

Company’s Auditor at least twice each year to plan for and

discuss any matters arising from the audit.

Roles

and

responsibilities

The main responsibilities of the Audit Committee include:

■

monitoring the integrity of the financial statements of

the Company and any formal announcements relating

to the Company’s financial performance, and reviewing

significant financial reporting judgements contained in

them;

■

providing a challenge to areas of judgement such an

unquoted valuations;

Activities during the year

■

providing advice (where requested by the Board)

on whether the Annual Report, taken as a whole, is

fair, balanced and understandable, and provides the

information necessary for shareholders to assess the

Company’s position and performance, business model

and strategy;

■

reviewing the Company’s internal financial controls and

internal control and risk management systems;

■

conducting the audit tender process and making

recommendations to the Board, about the appointment,

reappointment and removal of the external auditor, and

approving the remuneration and terms of engagement of

the external auditor;

■

reviewing and monitoring the external auditor’s

independence and objectivity;

■

reviewing the effectiveness and quality of the external

audit process, taking into consideration relevant UK

professional and regulatory requirements;

■

developing and implementing policy on the engagement

of the external auditor to supply non-audit services,

ensuring there is prior approval of non-audit services,

considering the impact this may have on independence,

taking into account the relevant regulations and ethical

guidance in this regard, and reporting to the Board on any

improvement or action required; and

■

reporting to the Board on how it has discharged its

responsibilities.

The Audit Committee provides a forum through which the

Company’s auditor reports to the Board.

The Audit Committee met three times during the year. At these meetings, the Committee considered the Annual Report, the Half-

Yearly Report, reviewed the Company’s compliance with s1158 of the Corporation Taxes Act 2010 and discussed the valuation of

unquoted securities with the Investment Manager. The Committee also discussed, updated and approved the Company’s risk

Significant issue

How the issue was addressed

Valuation and ownership of the Company’s

investments, particularly the unquoted investments

The Company’s

investments are valued in accordance with the

accounting policies, and the listed investments are valued by the

Company’s administrator. These prices are reviewed and overseen by

the Company’s Investment Manager. The Depositary is responsible

for

holding the Company’s assets in custody and verifying the

ownership

of these assets. The Company receives regular reports from the

Depositary, including at the year end.

The Audit Committee also reviewed the valuation of unquoted

investments, as approved by the Artemis Fair Value Pricing

Committee,

included in the Annual Report and discussed and challenged these in

detail with the Investment Manager.

Allocation of expenses

The Committee reviews the allocation of expenses between income

and capital on an annual basis. Following this review, no change was

recommended to the current 20% income/80% capital split.

Compliance with Section 1158 of the Corporation

Tax Act 2010

The Board and Audit Committee receives regular reporting to

ensure

compliance from the Investment Manager including as at the year

end date.

Significant issue

How the issue was addressed

Maintaining Internal controls

As part

of the Board’s review of internal controls, the Audit Committee

carries out and documents a risk and control assessment, which is

kept

under ongoing, and at least a six monthly, review. The Audit

Committee

reports its findings and recommendations to the Board.

Both the Investment Manager and the Administrator have established

internal control frameworks to provide reasonable assurance as to

the effectiveness of the internal controls operated on behalf of their

clients. Both third parties report to the Board, on a quarterly basis, any

operational errors or breaches of law or regulation.

Recognition of investment income

The recognition of investment income, including the allocation of

special dividends to income or capital, is undertaken in accordance

with

accounting policy note 1(e) to the financial statements on page 53.

The Board and Audit Committee review the revenue forecast at

each meeting.

Going concern & viability

The Committee considered the Company’s investment objective,

risk

management policies, capital management policies and

procedures,

the nature of the portfolio and expenditure and cash flow

projections.

As a result, they have determined that the Company has adequate

resources, an appropriate financial structure and suitable

management

arrangements in place to continue in operational existence for at least

twelve months from the date of approval of these financial statements

and made this recommendation to the Board.

The Committee also assessed the viability of the Company, reviewing

a series of stress tests on the Company’s net assets and the

impact

of negative market movements and the

triennial tender offer. The

Committee discussed the buyback programme and the effect

decreasing the market capitalisation may have on the longer term

viability of the Company. Following this assessment, the

Committee

recommended the Viability Statement to the Board.

Appointment and remuneration of the external Auditor

Regulations in place require the Company to rotate audit

firms after a period of ten years, which may be extended

where audit tenders are carried out or where more than one

audit firm is appointed to perform the audit. The audit firm is

required to rotate the partner every five years.

Johnston Carmichael LLP were appointed as external Auditor

in December 2020.

The fees paid to Johnston Carmichael LLP in respect of audit

services are disclosed in note 3 of the notes to the financial

statements.

Audit for the year ended 30 April 2024

As part of the planning for the annual audit, the Audit

Committee Chairman met with Johnston Carmichael LLP and

reviewed their audit strategy document, which highlighted

the level of materiality to be applied by the Auditor, the key

perceived audit risks, and the scope of the audit.

The key areas of audit focus undertaken by the external

auditor and agreed by the Committee were:

■

Valuation of quoted investments;

■

Valuation of unquoted investments; and

■

Revenue recognition, including allocation of special

dividends as revenue or capital returns.

The auditor also considered the going concern and viability of

the Company, the maintenance of its investment trust status,

the investment in the subsidiary, the transition of service

providers and the Company's compliance with all relevant

regulations.

The Audit Committee met with representatives of the

Company’s Auditor at the Audit Committee meeting held on

20 June 2024 to discuss any matters arising from the annual

audit and to assess the independence and effectiveness of

the external audit process.

Effectiveness and independence of the external auditor

The Committee monitors the auditor’s independence through

assurances provided by the auditor on its compliance with

the relevant ethical standards; through approval of, and

compliance with, the non-audit services policy, and by

assessing the appropriateness of the fees paid to the auditor

for work undertaken during the annual external audit.

During the audit planning, Johnston Carmichael confirmed

its independence to the Committee and its willingness to

continue in office as independent auditor.

The effectiveness of the audit was evaluated through

discussion of the services received from the auditor between

the Committee and those at the Investment Manager closely

involved in the audit process. The Committee also assessed

the level and robustness of questioning performed by the

auditor; the timeliness of performing the audit tasks; the

responsiveness of the audit team to queries and the quality

of review of the Annual Report. The Committee also met

privately with the Audit Partner to discuss the efficiency of

response and accuracy of information provided from the

Investment Manager during the audit.

After careful consideration of the services provided since

appointment and the above review of its effectiveness,

the Audit Committee recommended to the Board that

Johnston Carmichael should be re-appointed as Auditor for

the Company. Accordingly, resolutions will be proposed at

the forthcoming AGM for the auditor’s appointment and to

authorise the Directors to agree the Auditor’s remuneration.

Non-audit services

The Audit Committee has established a policy for the provision

of non-audit services to the Company which prohibits

the provision of certain services by the Auditor which the

Audit Committee believes would compromise auditor

independence. Non-audit services are permitted subject to

the Audit Committee being satisfied that the engagement

would not compromise independence, where the total fees

for non-audit services is less than 70 per cent of the average

audit fees for the last three years and where knowledge would

be advantageous in carrying out the service.

There were no non-audit services provided by Johnston

Carmichael LLP during the year ended 30 April 2024.

Internal audit function

Systems and controls are in place to maintain a safe

environment for the Company’s assets and shareholders’

investments; helping to ensure the maintenance of proper

accounting records and the provision of accurate financial

information.

The Company is an investment company, has no employees

and delegates all operational and investment activities

to third-party service providers, including the Investment

Manager. The Board places reliance on the Company’s

framework of internal control. The Investment Manager has

an internal audit function on which the Investment Manager’s

Risk team reports quarterly to the Board and annually to

the Audit Committee. It is concluded therefore that it is not

necessary for the Company to have its own internal audit

function; this conclusion is however reviewed annually.

Assessment

The Audit Committee considers that the Annual Report,

taken as a whole, is fair, balanced and understandable and

the information provided to shareholders is sufficient to allow

them to assess the Company’s performance, business model

and strategy.

On behalf of the Board

Tom Smethers

Chairman of the Audit Committee

1 July 2024

Statement of Directors’ responsibilities in respect of the annual report

Management report

Listed companies are required by the Financial Conduct

Authority’s Disclosure Guidance and Transparency Rules

(the “Rules”) to include a management report in their annual

financial statements. The information required to be in the

management report for the purpose of the Rules is included

in the Strategic Report (pages 5 to 26). Therefore no separate

management report has been included.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report

and the financial statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law they are

required to prepare the financial statements in accordance

with UK-adopted international accounting standards.

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 their profit or loss for that period. In preparing each of the

financial statements, the Directors are required to:

■

select suitable accounting policies and then apply them

consistently;

■

make judgements and estimates that are reasonable and

prudent;

■

state whether they have been prepared in accordance

with UK-adopted international accounting standards;

and

■

prepare the financial statements on a 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 its financial statements

comply with the Companies Act 2006. They have general

responsibility for taking such steps as are reasonably open to

them to safeguard the assets of the Company and to prevent

and detect 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.

The financial statements are published on a website,

artemisalphatrust.co.uk, maintained by the Company’s

Investment Manager, Artemis. Responsibility for the

maintenance and integrity of the corporate and financial

information relating to the Company on this website

has been delegated to the Investment Manager by the

Directors. Legislation in the UK governing the preparation

and dissemination of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

Each of the Directors listed on page 27 confirm that, to the

best of their knowledge:

(a)

the financial statements, prepared in accordance with the

applicable set of UK-adopted international accounting

standards, give a true and fair view of the assets, liabilities

and financial position of the Company as at 30 April 2024,

and of the profit or loss of the Company for the year then

ended;

(b)

the Strategic Report includes a fair review of the

development and performance of the business and the

position of the Company, together with a description of

the principal risks and uncertainties that it faces; and

(c)

the Annual Report, taken as a whole, is fair, balanced and

understandable and provides the information necessary

for Shareholders to assess the Company’s position and

performance, business model and strategy.

In the case of each Director in office at the date the Directors’

Report is approved:

(a)

in so far as the Director is aware, there is no relevant audit

information of which the Company’s Auditor is unaware;

and

(b)

they have taken all steps that they ought to have taken

as a Director in order to make themselves aware of any

relevant audit information and to establish that the

Company’s Auditor is aware of that information.

For and on behalf of the Board

Duncan Budge

Chairman

1 July 2024

Independent auditor’s report

to the members of Artemis Alpha Trust plc

Opinion

We have audited the Financial Statements of Artemis Alpha Trust plc (“the Company”), for the year ended 30 April 2024, which

comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity,

the Statement of Cash Flows and notes to the Financial Statements, including significant accounting policies. The financial

reporting framework that has been applied in their preparation is applicable law and UK-adopted International Accounting

Standards (IFRSs).

In our opinion the Financial Statements:

■

Give a true and fair view of the state of the Company’s affairs as at 30 April 2024 and of its profit 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 under those standards are further described in the Auditor responsibilities for the audit of the Financial

Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are

relevant to our audit of the Financial Statements in the UK, including the FRC’s Ethical Standard, as applied to listed public

interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

We planned our audit by first obtaining an understanding of the Company and its environment, including its key activities

delegated by the Board to relevant approved third-party service providers and the controls over provision of those services.

We conducted our audit using information maintained and provided by The Northern Trust Company, London Branch (the

“Administrator” and the “Custodian”), and Artemis Fund Managers Limited (“the “Company Secretary”, “Investment Manager”

and “AIFM”), to whom the Company’s directors have delegated the provision of services.

We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the types of investments

within the Company, the involvement of the Administrator, the accounting processes and controls, and the industry in which

the Company operates.

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent

of our audit procedures on the individual financial statement line items and disclosures and in the evaluation of the effect of

misstatements, both individually and in aggregate on the Financial Statements as a whole.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial

Statements of the current period and include the most significant assessed risks of material misstatement (whether or not

due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the

context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate

opinion on these matters.

We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit addressed these

matters and the results of our audit work in relation to these matters.

Key

audit matter

How our audit addressed the key audit matter and

our conclusions

Valuation

of level 3 investments

(as

described on page 38 in the Report of the Audit Committee

and

as per the accounting policy on page 53 and Note 8).

At 30 April 2024 the valuation of the level 3 investments within

the investment portfolio was £11.2m (2023: £12.2m).

The Company determines the fair value of unquoted

investments in accordance with the revised International

Private

Equity and Venture Capital (IPEV) valuation guidelines.

Management is required to estimate the valuation of level 3

investments, which requires them to select an appropriate

valuation

method and appropriate inputs. There is significant

estimation

required, therefore this has been designated as a

key

audit matter, being one of the most significant assessed

risks of material

misstatements due to fraud or error.

We performed a walkthrough of the level 3 investment

valuation process to evaluate the design of the process

and

implementation of key controls.

We obtained evidence that the Manager’s Valuation Committee

review the valuation of the level 3 investments.

We obtained evidence of the Board’s challenge and approval

the valuation of the level 3 investments.

For 100% of the level 3 investments, we:

■

Assessed the degree to which the valuations were subject

to estimation uncertainty and the degree to which the

selection and application of the valuation method,

assumptions and data were affected by complexity and

subjectivity, to understand the specific risks of each

valuation.

■

Obtained an understanding of the sector for each investee

company for the period being audited, making enquiries of

management.

■

Corroborated data used in the valuation models to

independent sources, assessing if market conditions

meet management’s expectations and any forecasts used

in the valuation models are suitable, consistent and the

data is relevant and reliable, including considering any

contradictory data identified.

■

Reperformed the calculation of the valuation models to

ensure mathematical accuracy.

■

Assessed whether the valuation methodologies were in

line with the accounting policies, IPEV guidelines and UK

adopted International Accounting Standards.

Where appropriate, based on the valuation methodology

applied, we developed an auditor’s point estimate or range.

We performed back-

testing over investment disposals

(proceeds vs most recent valuation) to assess for potential

management bias in the valuation process.

From our completion of these procedures, we identified no

material misstatements in relation to the valuation of the

level

3 investments.

Key

audit matter

How our audit addressed the key audit matter and

our conclusions

Valuation

of level 1 and level 2 investments

(as

described on page 38 in the Report of the Audit Committee

and

as per the accounting policy on page 53 and Note 8).

At 30 April 2024 the valuation of the level 1, listed investment

portfolio was £121.7m (2023: £97.8m) and the

valuation of

the level 2, Contracts for Difference (CFD), was

-£0.2m

(2023:

£2.1m).

this is the largest component of the Company’s Statement

Financial Position, and a key driver of the Company’s net

assets and total return, this has been designated as a key

audit

matter, being one of the most significant assessed risks

of material misstatement due to fraud or error.

There

is a further risk that the investments held at fair value

may

not be actively traded and the quoted prices may not be

reflective of their fair value.

We obtained and assessed controls reports provided by

The

Northern Trust Company, London Branch (as Administrator

and as Custodian) to evaluate the design of the process

and

implementation of key controls.

compared market prices and exchange rates applied to all

level 1 listed investments and all level 2 CFDs held as at 30

April

2024 to an independent third-

party source and recalculated

the investment valuations.

We obtained average trading volumes or price data for all

level 1 investments from an independent third-

party source

to support the Board’s active market and liquidity

assessment

and noted no significant illiquid holdings.

For level 1 investments we have assessed historic trading

volumes and

challenged management’s assessment for

evidence for an active market.

From our completion of these procedures, we identified no

material misstatements in relation to the valuation of the level

1 and level 2 investments.

Revenue recognition, including allocation of special

dividends as revenue or capital returns

(as

described on page 39 in the Report of the Audit Committee

and

as per the accounting policy on page 53 and Note 2).

Investment

income recognised in the year to 30 April 2024 was

£3.6m

(2023: £3.1m), consisting primarily of dividend income

from listed investments and income from CFDs.

Revenue

-based performance metrics are often one of the

key performance indicators for stakeholders. The investment

income received by the Company during the year directly

impacts

these metrics and the minimum dividend required to

be paid by the Company.

There is a risk that revenue is incomplete or inaccurate

through failure to recognise income

entitlements or failure

to appropriately account for their treatment. It has therefore

been

designated as a key audit matter being one of the most

significant assessed risks of material misstatement due to

fraud or error.

Additionally, there is a further risk of incorrect allocation of

special

dividends as revenue or capital returns as judgement is

required

in determining their allocation within the Statement

of Comprehensive Income.

We obtained and assessed controls reports provided by

The

Northern Trust Company, London Branch (as Administrator)

and

The Northern Trust Company, London Branch (as

Custodian)

to evaluate the design of the process and implementation

key controls.

We confirmed that income was recognised and disclosed in

accordance with the financial reporting framework,

including

the AIC SORP and the Company’s accounting policies.

We recalculated 100% of dividends due to the Company

based on investment holdings throughout the year and

announcements made by investee companies.

We recalculated the expected income for a sample of

CFDs

using independent third-party data.

We agreed a sample of dividends received to bank statements.

We assessed the completeness of the special dividend

population with reference to third

party market data and

determined whether special dividends recognised were

revenue or capital in nature with reference to the

underlying

commercial circumstances of the dividend payments.

From our completion of these procedures, we identified no

material misstatements in relation to revenue recognition,

including allocation of special dividends as revenue or

capital returns.

Our application of materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature

and extent of our work and in evaluating the results of that work.

Materiality measure

Value

Materiality for the financial statements as a whole

– we have set materiality as 1% of net assets as we believe

that net assets is the primary performance measure used by investors and is the key driver of shareholder

value. It is also the standard industry benchmark for materiality for investment trusts and we determined the

measurement percentage to be commensurate with the risk and complexity of the audit and the Company’s

listed status.

£1,353,000

(2023:

£1,198,000)

Performance materiality – performance materiality represents amounts set by the auditor at less than materiality

for the Financial Statements as a whole, to reduce to an appropriately low level the probability that the aggregate

of uncorrected and undetected misstatements exceeds materiality for the Financial Statements as a whole.

In setting this we consider the Company’s overall control environment and any experience of the audit that

indicates a lower risk of material misstatements. Based on our judgement of these factors, we have set performance

materiality at 75% of our overall financial statement materiality.

£1,015,000

(2023:

£898,000)

Specific materiality

– recognising that there are transactions and balances of a lesser amount which could

influence the understanding of users of the Financial Statements we calculate a lower level of materiality for

testing such areas.

Specifically, given the importance of the distinction between revenue and capital for the Company, we also

applied a separate testing threshold for the revenue column of the Statement of Comprehensive Income, set at

the higher of 5% of the net return before taxation and our Audit Committee Reporting Threshold.

We have also set a separate specific materiality in respect of related party transactions and Directors’

remuneration.

We used our judgement in setting these thresholds and considered our experience and industry benchmarks for

specific materiality.

£136,000

(2023:

£108,000)

Audit Committee reporting threshold

– we agreed with the Audit Committee that we would report to them all

differences in excess of 5% of overall materiality in addition to other identified misstatements that warranted

reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a result of fraud.

£68,000

(2023:

£60,000)

During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at

year-end.

Conclusions relating to going concern

In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting in the

preparation of the Financial Statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to

continue to adopt the going concern basis of accounting included:

■

Evaluating management’s method of assessing going concern, including consideration of the tender offer and market

conditions and uncertainties;

■

Assessing and challenging the forecast cashflows and associated sensitivity modelling used by the Directors in support of

their going concern assessment;

■

Obtaining and recalculating management’s assessment of the Company’s ongoing maintenance of investment trust status;

■

Evaluating management’s assessment of the business continuity plans of the Company’s main service providers; and

■

Assessing the adequacy of the Company’s going concern disclosures included in the Annual Report.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at

least twelve months from when the Financial Statements are authorised for issue.

In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the Directors’ statement in the Financial Statements about whether the Directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections

of this report.

Other information

The other information comprises the information included in the Annual Report other than the Financial Statements and our

auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion

on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the Financial Statements or our knowledge obtained in the course of the audit, or otherwise appears to

be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

■

The information given in the Strategic Report and the Directors’ Report for the financial year for which the Financial

Statements are prepared is consistent with the Financial Statements; and

■

The Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we

have not identified material misstatements in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

to you if, in our opinion:

■

Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received

from branches not visited by us; or

■

The Financial Statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the

accounting records and returns; or

■

Certain disclosures of Directors’ remuneration specified by law are not made; or

■

We have not received all the information and explanations we require for our audit; or

■

A corporate governance statement has not been prepared by the Company.

Corporate governance statement

We have reviewed the Directors’ Statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate Governance Code specified

for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the Financial Statements or our knowledge obtained during the audit:

■

The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any

material uncertainties identified set out on page 29;

■

The Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the

period is appropriate set out on page 21;

■

The Directors’ statement on fair, balanced and understandable set out on page 35;

■

The Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue in operation

and meets its liabilities set out on page 21;

■

The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 18;

■

The section of the annual report that describes the review of the effectiveness of risk management and internal control

systems set out on page 35; and

■

The section describing the work of the Audit Committee set out on pages 38 to 40.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 41, the Directors are responsible for the

preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as

the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement,

whether due to fraud or error. In preparing the Financial Statements, the Directors are responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic

alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

Financial Statements.

A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting

Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to

which our procedures are capable of detecting irregularities, including fraud is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or

recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning

stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with

laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the sector in which

it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in

the Financial Statements. The most relevant frameworks we identified include:

■

Companies Act 2006;

■

FCA listing and DTR rules;

■

The principles of the UK Corporate Governance Code applied by the AIC Code of Corporate Governance (the “AIC Code”);

■

Industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust

Companies and Venture Capital Trusts (“the SORP”) issued in July 2022;

■

UK-adopted International Accounting Standards; and

■

The Company’s qualification as an investment trust under section 1158 of the Corporation Tax Act 2010.

Wegained an understanding of how the Company is complying with these laws and regulations by making enquiries of management

and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with

regulatory bodies and board meeting minutes.

We assessed the susceptibility of the Company’s Financial Statements to material misstatement, including how fraud might

occur, by meeting with management and those charged with governance to understand where it was considered there

was susceptibility to fraud. This evaluation also considered how management and those charged with governance were

remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and

how management and those charged with governance oversee the implementation and operation of controls. We identified

a heightened fraud risk in relation to the completeness and allocation of special dividends and the valuation of unlisted

investments (audit procedures performed in response to these risks are set out in the section on key audit matters above) and

management override (procedures in response to this risk are included below).

In addition to the above, the following procedures were

performed to provide reasonable assurance that the Financial

Statements were free of material fraud or error:

■

Reviewing minutes of meetings of those charged with

governance for reference to: breaches of laws and

regulation or for any indication of any potential litigation

and claims; and events or conditions that could indicate

an incentive or pressure to commit fraud or provide an

opportunity to commit fraud;

■

Performing audit work procedures over the risk of

management override of controls, including testing of

journal entries and other adjustments for appropriateness,

recalculation of the management fee, evaluating the

business rationale of significant transactions outside

the normal course of business and reviewing judgements

made by management in their calculation of accounting

estimates for potential management bias;

■

Completion of appropriate checklists and use of our

experience to assess the Company’s compliance with the

Companies Act 2006 and the Listing Rules; and

■

Agreement of the financial statement disclosures to

supporting documentation.

Our audit procedures were designed to respond to the risk

of material misstatements in the Financial Statements,

recognising that the risk of not detecting a material

misstatement due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may involve

intentional concealment, forgery, collusion, omission or

misrepresentation. There are inherent limitations in the audit

procedures described above and the further removed non-

compliance with laws and regulations is from the events and

transactions reflected in the Financial Statements, the less

likely we would become aware of it.

Other matters which we are required to address

Following the recommendation of the Audit Committee, we

were appointed by the Board on 22 December 2020 to audit

the Financial Statements for the year ended 30 April 2021

and subsequent financial periods. The period of our total

uninterrupted engagement is four years, covering the years

ended 30 April 2021 to 30 April 2024.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Company and we remain

independent of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to

the Audit Committee.

Use of our report

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.

Richard Sutherland (Senior Statutory Auditor)

For and behalf of Johnston Carmichael LLP

Statutory Auditor

Edinburgh, United Kingdom

1 July 2024

Financial

Statements

Statement of comprehensive income

For the year ended 30 April 2024

Year ended 30 April 2024 Year ended 30 April 2023

Note

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Investment income

3,617

–

3,617

3,052

–

3,052

Total revenue

3,617 – 3,617 3,052 – 3,052

Gains/(losses) on investments

–

13,261

– (4,609) (4,609)

Net gains on derivatives

–

3,511

– 4,134 4,134

Currency (losses)/gains

–

(65)

–

140

Total income

3,617 16,707 20,324 3,052 (335) 2,717

Expenses

Investment management fee

(155) (619) (774) (154) (615) (769)

Other expenses

(502)

(4)

(506)

(456)

(8)

(464)

Profit/(loss) before finance costs and tax

2,960 16,084 19,044 2,442

(958)

1,484

Finance costs

(247)

(986)

(1,233)

(115)

(461)

(576)

Profit/(loss) before tax

2,713 15,098

17,811

2,327 (1,419)

908

Tax

(131)

–

(131)

(101)

–

(101)

The total column of this statement represents the Statement of Comprehensive Income of the Company, prepared in accordance

with International Financial Reporting Standards. The supplementary revenue and capital columns are both prepared under

guidance published by the Association of Investment Companies.

All items in the above statement derive from continuing operations.

All income is attributable to the equity shareholders of Artemis Alpha Trust plc. There are no minority interests.

The notes on pages 53 to 65 form part of these financial statements.

Profit and total comprehensive income/(expense)

for the year

2,582 15,098 17,680 2,226 (1,419)

807

Earnings/(loss) per ordinary share

7.89p

46.15p

54.05p

6.74p

(4.30p)

2.44p

Statement of financial position

As at 30 April 2024

Note

2024

£’000

2023

£’000

Non

-current assets

Investments

8 132,752 109,979

Investments in subsidiary undertaking

4,548

4,264

137,300 114,243

Current

assets

Derivative

assets 9 6 2,187

Other

receivables

1,590 2,208

Cash and cash equivalents

1,685

7,653

Total assets

140,581

126,291

Current

liabilities

Derivative

liabilities 9 (227)

(106)

Collateral

pledged

(280)

(1,930)

Other payables

(4,745)

(4,438)

Total liabilities

(5,252)

(6,474)

Net assets

135,329

119,817

Equity

attributable to equity holders

capital

373 373

premium

676 676

Special

reserve

18,709 18,779

Capital

redemption reserve

217

Retained

earnings – revenue

3,921 3,437

Retained earnings – capital

111,433

96,335

Total equity

135,329

119,817

Net asset value per ordinary share

413.68p

366.02p

These financial statements on pages 49 to 52 were approved by the Board of Directors and signed on its behalf on 1 July 2024:

Duncan Budge

Chairman

The notes on pages 53 to 65 form part of these financial statements.

Company No: 253644

Statement of changes in equity

For the year ended 30 April 2024

capital

£’000

premium

£’000

Special

reserve

£’000

Capital

redemption

reserve

£’000

Retained earnings

Revenue

£’000

Capital

£’000

Total

£’000

For

the year ended 30 April 2024

1 May 2023 373 676 18,779

217

3,437 96,335

119,817

Total

comprehensive income:

Profit

for the year – – – – 2,582 15,098 17,680

Transactions

with owners recorded directly

equity:

Repurchase

of ordinary shares into treasury – – (70)

– – – (70)

Dividends paid

–

(2,098)

–

(2,098)

At 30 April 2024

373

676

18,709

217

3,921

111,433

135,329

For

the year ended 30 April 2023

1 May 2022 373 676 21,964

217

3,117

97,754

124,101

Total

comprehensive income:

Profit/(loss)

for the year

– – – – 2,226

(1,419)

807

Transactions

with owners recorded directly

equity:

Repurchase

of ordinary shares into treasury – – (3,185)

– – – (3,185)

Dividends paid

–

(1,906)

–

(1,906)

At 30 April 2023

373

676

18,779

217

3,437

96,335

119,817

The notes on pages 53 to 65 form part of these financial statements.

Statement of cash flows

For the year ended 30 April 2024

2024

£’000

2023

£’000

Operating

activities

Profit

before tax

17,811

908

Interest

payable

1,233 576

(Gains)/losses

on investments (13,261)

4,609

Net

gains on derivatives

(3,511)

(4,134)

Currency

losses/(gains) 65 (140)

Increase

in other receivables (255)

(6)

Increase/(decrease) in accrued expenses

(12)

Net cash inflow from operating activities before interest and tax

2,133

1,801

Interest

paid

(1,233)

(576)

Irrecoverable overseas tax expense

(138)

(101)

Net cash inflow from operating activities

762

1,124

Investing

activities

Purchase

of investments (31,032)

(24,601)

Sale

of investments 22,272 28,584

Sale

of derivatives 5,586 583

Collateral pledged

(1,650)

3,900

Net

cash (outlow)/inflow from investing activities

(4,824)

8,466

Financing

activities

Repurchase

of ordinary shares into treasury (70)

(3,251)

Dividends

paid (2,098)

(1,906)

Increase in intercompany loan

327

691

Net cash outflow from financing activities

(1,841)

(4,466)

Net

(decrease)/increase in net funds

(5,904)

5,124

Net funds at the start of the year

7,653

2,389

Effect of foreign exchange rate changes

(65)

140

Net funds at the end of the year

1,685

7,653

Cash and cash equivalents

1,685

7,653

The notes on pages 53 to 65 form part of these financial statements.

Notes to the Financial Statements

Accounting policies

(a)

Basis of preparation. The financial statements have been

prepared on a going concern basis under the historical cost

convention modified by the revaluation of financial assets and

liabilities held at fair value through profit or loss, in accordance

with UK-adopted international accounting standards (“IFRSs”)

which comprise standards and interpretations issued by

the International Accounting Standards Board (“IASB”), as

applied in accordance with the provisions of the Companies

Act 2006. The principal accounting policies adopted by the

Company are set out below.

Where presentational guidance set out in the Statement

of Recommended Practice (“SORP”) for investment trusts

and venture capital trusts issued by the Association of

Investment Companies (“AIC”) in July 2022 is consistent with

the requirements of IFRS, the financial statements have been

prepared in accordance with the SORP.

The accounting policies which follow set out those policies

which apply in preparing the financial statements for the year

ended 30 April 2024 have been applied consistently, other

than where new policies have been adopted. The financial

statements are presented in Sterling, which is the currency of

the primary environment in which the Company operates. All

values are rounded to the nearest thousand pounds (£’000)

except where otherwise indicated.

(b)

Segmental reporting. The Company has only one material

segment of business being that of an investment trust

company.

Investments are designated as fair value

through profit or loss upon initial recognition. Listed

investments are measured initially at cost, and are recognised

at trade date. Investments in subsidiary undertakings are

stated in the Company’s financial statements at fair value,

which is deemed to be the net assets of each subsidiary.

For financial assets acquired, the cost is the fair value of the

consideration. Subsequent to initial recognition, all listed

investments are measured at their quoted bid or Stock

Exchange Electronic Trading Service (“SETS”) prices without

deduction for the estimated future selling costs. Unquoted

investments are valued at fair value which is determined by

the Board, through discussion with the Investment Manager

and with reference to the valuation guidelines issued by the

International Private Equity and Venture Capital Valuation

Board in December 2022 and the Special Valuation Guidance

issued in March 2021. Valuation techniques employed may

include: calibrated price of recent investment; earnings

multiples; net assets; discounted cash flow techniques;

industry valuation benchmarks; and available market prices.

Changes in th

e value of investments held at fair value through

profit or loss and gains and losses on disposal are recognised in

the Statement of Comprehensive Income as gains/(losses) on

investments. Also included within this caption are transaction

costs in relation to the purchase or sale of investments.

Assets are derecognised at the trade date of the disposal.

Proceeds are measured at fair value which are regarded as the

proceeds of sale less any transaction costs.

(d) Derivatives.

The contracts for difference (‘CFD’) held in

the portfolio are valued based on the price of the underlying

security or index which they are purchased to reflect. The

nature and intended use of these derivatives is to synthetically

allow the Company to go long or short on an underlying asset

without the need to trade the physical securities. They are

valued based on the quoted bid price of the underlying security

when held long. There are revenue and capital returns to be

derived from these instruments. Dividends on contracts for

difference are recognised as revenue for long positions and as

an expense for short positions when the securities are quoted

ex-dividend. Cash held at CFD brokers as margin is reflected

separately within cash and cash equivalents balances.

Interest on margin accounts held with brokers is included in

the revenue return. All other gains/losses and cash flows from

derivatives are included in the capital return.

Open forward foreign exchange contracts are held at market

value and the net gains/(losses) are reflected within net gains/

(losses) on derivatives in the Statement of Comprehensive

Income. Dividends on contracts for difference are recognised

as revenue for long positions and as an expense for short

positions when the securities are quoted ex-dividend.

(e) Revenue.

Dividends receivable on equity shares of

underlying holdings (and any associated withholding tax) are

recognised as revenue on an ex-dividend basis. Provision is

made for any dividends not expected to be received. Income

from fixed interest securities is recognised on an effective

interest rate basis. Interest receivable from cash and short

term deposits is recognised on an accruals basis. Special

dividends are treated as repayment of capital or as revenue

depending on the facts of each particular case. The dividend

equivalent values on contracts for difference are recognised

when the underlying security is quoted ex-dividend.

(f)

Expenses and finance costs. All expenses and interest

payable are recognised on an accruals basis. Expenses are

charged through the revenue column in the Statement of

Comprehensive Income except as follows:

■

expenses which are incidental to the acquisition or

disposal of an investment are treated as capital; and

■

expenses are treated as capital where they are made

in connection with the maintenance or enhancement

of the value of investments. As a result, investment

management fees and finance costs are allocated on the

basis of 20 per cent to revenue and 80 per cent to capital.

(g)

Taxation. Taxation represents the sum of taxation payable,

any withholding tax suffered and any deferred tax. Taxation is

charged or credited in the Statement of Comprehensive Income.

Any taxation payable is based on the Company’s profit for the

year, calculated using tax rates in force at the balance sheet date.

Deferred taxation is recognised in full using the balance sheet

liability method, providing for temporary differences between the

carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes.

The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount of

assets and liabilities, using tax rates enacted or substantially

enacted at the balance sheet date. Deferred tax assets are

recognised only to the extent that it is probable that future

taxable profits will be available against which the asset can

be utilised

Due to the Company’s status as an investment trust, and the

intention to meet the conditions required to obtain approval

under section 1158 of the Corporation Taxes Act 2010 in the

foreseeable future, the Company has not provided for deferred

tax on any capital gains and losses arising on the revaluation

or disposal of investments.

(h)

Amounts held at futures clearing houses and brokers.

These are amounts held in segregated accounts as collateral

on behalf of brokers and carried at amortised cost.

(i) Cash and cash equivalents.

Cash and cash equivalents

comprises deposits and overdrafts with banks and bank loans

with maturities of less than three months from inception

and liquidity funds. Liquidity funds are considered cash

equivalents as they are held for cash management purposes

as an alternative to cash. Bank borrowings are used on a

periodic basis to meet the Company’s cash requirements and

are reviewed regularly by the Investment Manager. Loan draw

downs are normally of short durations which are subject to an

insignificant risk of change in valuation.

(j) Dividends.

Dividends are recognised from the date on

which they are irrevocably committed to payment.

(k) Foreign currency translation.

Transactions involving

foreign currencies are converted at the rate ruling at the

date of the transaction. Foreign currency monetary assets

and liabilities are translated into Sterling at the rates ruling

on the date of the Statement of Financial Position. Foreign

exchange differences arising on investment transactions are

recognised through capital.

(l) Other receivables and payables.

Other receivables do

not carry any interest and are short-term in nature and are

accordingly stated at their nominal value. Other payables are

non-interest bearing and are stated at their nominal value.

There are no material impact of expected credit losses on

financial assets or liabilities.

(m)

Reserves.

Retained earnings – capital

Retained earnings – capital is made up of Capital Reserve –

realised and Capital Reserve – unrealised.

Capital reserve – realised

This reserve includes:

■

gains and losses on the realisation of investments and

changes in the fair value of investments which are readily

convertible to cash; and

■

expenses, together with any related taxation effect, in

accordance with the above policies.

Capital reserve – unrealised

This reserve includes: changes in the fair value of investments

that are not readily convertible to cash and amounts by which

other assets and liabilities valued at market value differ from

their book value.

Special reserve

This reserve was created from the cancellation of the share

premium account with the amounts transferred treated as

distributable profits for all purposes, excluding the payment

of dividends. The cost of share buybacks is accounted for

through this reserve.

Capital redemption reserve

This reserve includes the nominal value of all shares bought

back and cancelled by the Company.

Retained earnings – revenue

The revenue profit or loss for the year is taken to or from this

reserve, and any dividends declared by the Company are paid

from this reserve.

(n) Accounting developments.

At the date of authorisation

of the financial statements, the following amendment to

the IFRS Standards and Interpretations was assessed to be

relevant and is effective for annual periods beginning on or

after 1 January 2023:

■

Definition of Accounting Estimates – Amendments to

IAS 8. Effective for annual reporting periods beginning on

or after 1 January 2023

■

Disclosure of Accounting Policies – Amendments to

IAS 1 and IFRS Practice Statement 2. Effective for annual

reporting periods beginning on or after 1 January 2023.

■

Deferred Tax related to Assets and Liabilities arising

from a Single Transaction – Amendments to IAS 12.

Effective for annual reporting periods beginning on or

after 1 January 2023.

Standards issued but not yet effective

At the date of authorisation of the financial statements, the

following standards and interpretations were assessed to

be relevant:

■

Non-current Liabilities with Covenants – Amendments

to IAS 1. Effective for annual reporting periods beginning

on or after 1 January 2024.

■

Lease Liability in a Sale and Leaseback – Amendments to

IFRS 16. Effective for annual reporting periods beginning

on or after 1 January 2024.

■

Supplier Finance Arrangements – Amendments to

IAS 7 and IFRS 7. Effective for annual reporting periods

beginning on or after 1 January 2024.

■

Lack of Exchangeability – Amendments to IAS 21.

Effective for annual reporting periods beginning on or

after 1 January 2025.

■

Presentation and Disclosures in Financial Statements –

IFRS 18. Effective for annual reporting periods beginning

on or after 1 January 2027

■

Subsidiaries without Public Accountability – IFRS 19.

Effective for annual reporting periods beginning on or

after 1 January 2027

There are no accounting standards, or interpretations

effective in the year and issued but not effective, that have

or will have material impact on these financial statements.

Furthermore, the company has not early adopted any such

standards, amendments, and interpretations to existing

standards prior to their effective date.

(o) Estimates and judgements.

A number of estimates,

judgements and assumptions are required in the preparation

of the Company’s financial statements. The most significant

judgement relates to the valuation of the unquoted

investments.

The valuations are determined by the Investment manager

with reference to the valuation guidelines issued by the

International Private Equity and Venture Capital Valuation

Board.Thesevaluationsareconsidered,reviewedandapproved

by the Board. The valuations of the unquoted investments

are based on a number of different methodologies, the most

common being calibrated price of recent investment, net

assets and earnings multiples.

Where the calibrated price of recent investment has been

used, consideration has also been given to the current facts

and circumstances to take into account changes in the

market or performance of the underlying company.

The methodology selected will be based on the circumstances

relevant to each individual investment and the valuation and

methodology are regularly reviewed to ensure they remain

appropriate.

The key assumption relating to valuing an unquoted

investment based on the calibrated price of recent investment

is that it is considered as a reasonable approximation of fair

value for a limited period following the relevant transaction.

It is mainly used on early stage investments where there are

no current or short term future earnings or positive cash

flows. The valuation is regularly reviewed to ensure that

this basis remains appropriate, considering such factors as

progress of the investee company against plan and changes

in the observable performance of comparable companies.

The key assumption relating to valuing an unquoted

investment based on net assets is that the value of the

business is derived from the underlying value of its assets,

for example where an investment has a significant property

holding and therefore the assets of the business equate to the

fair value of the investment.

The key assumption when an earnings multiples based

approach is used is that valuations ofa selection of comparable

companies should provide a reasonable basis for valuing an

unquoted investment, subject to appropriate discounts for

liquidity. This is used where a business is more mature, and is

considered to have sustainable earnings. Where this valuation

approach has been used, an alternative methodology will be

utilised to crosscheck for reasonableness. In this case, the

valuation is based on a selection of comparable companies

with either historic or forecast revenues. The selection of

companies and any discount applied for liquidity are kept

under review to ensure that these remain appropriate.

(p)

Consolidation. IFRS 10 provides a consolidation exemption

to companies that qualify as an “Investment Entity”, whereby,

instead of consolidating subsidiaries, investment entities are

permitted to measure the investment in subsidiaries at fair

value through profit or loss.

The Company qualifies as an “Investment Entity” as:

(a)

the Company obtains funds from investors for the purpose

of providing the investors with investment management

services;

(b)

the Company commits to investors that its business

purpose is to invest funds solely for returns for capital

appreciation, investment income, or both; and

(c)

the Company confirms that it measures and evaluates

the performance of substantially all of its investments on

a fair value basis.

Other characteristics of the Company supporting this

classification is that there are multiple investments and many

underlying investors. Additionally investors are not exclusively

related parties and the underlying investment positions taken

are commonly in the form of equity.

Income

Year ended

30 April

2024

£’000

Year ended

30 April

2023

£’000

Investment income*

UK dividend income 1,970

1,812

Overseas dividend income

797

662

2,767

2,474

Other income

Bank interest 42 62

Derivative income 606 507

Liquidity fund income

202

850

578

Total income

3,617

3,052

* All investments are designated at fair value through profit or loss on initial recognition, therefore all investment income arises on investments at

fair value through profit or loss.

A number of UK quoted investments are domiciled in other countries for tax purposes.

Other expenses

Year ended 30 April 2024 Year ended 30 April 2023

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Directors’ remuneration (excluding NIC)

161

–

161

146 – 146

Auditor’s remuneration (excluding VAT):

– Fee for the audit of the Company’s Annual Report

–

Other expenses*

299

303

270

278

* Other expenses include stock exchange listing fees, Directors’ insurance, AIC membership fees, administration fees, registrar’s fees, corporate

broker fee, depositary fees, professional fees, and printing/postage.

Finance costs

Year ended 30 April 2024 Year ended 30 April 2023

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

CFD finance costs 205 818 1,023 96 385 481

Intercompany loan finance cost* 37 149 186

72 90

Bank overdraft interest*

* Interest on financial liabilities that are not held at fair value through profit or loss.

502

506

456

464

Finance costs

247

986

1,233

115

461

576

Tax

Tax charge for the year

ar ended 30 April 2024 Year ended 30 April 2023

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Irrecoverable overseas tax

131

–

131

101

–

101

131

–

131

101

–

101

Factors affecting the tax charge for the year

The tax charge for the year is higher than (2023: lower) the Company’s applicable rate of corporation tax of 25.00% (2023: 19.50%).

The difference is explained below:

Year ended 30 April 2024 Year ended 30 April 2023

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Profit/(loss) before tax 2,713 15,098 17,811 2,327 (1,419) 908

Profit/(loss) on ordinary activities multiplied by the standard rate of

UK corporation tax of 25.00% (2023: 19.50%)

678

3,775

4,453

454

(277)

177

Non-taxable capital (gains)/losses – (4,177) (4,177) – 65 65

Non-taxable UK dividends (493) – (493) (353) – (353)

Non-taxable overseas dividends (199) – (199) (129) –

(129)

Unutilised management expenses

402 416 28

212

240

Irrecoverable overseas tax

131

–

131

101

–

101

Starting 1 April 2023, corporation tax increased from 19% to 25%. The applicable tax rate for the year of 25% is the effective rate

of tax for the year.

Factors that may affect future tax charges

The Company has excess management expenses and surplus loan relationship deficits of £19,972,000 (2023: £19,918,000) that

may be available to offset future taxable revenue. No deferred tax asset has been recognised in respect of these amounts as it is

unlikely to be utilised in the foreseeable future.

Dividends paid and proposed

Set out below are the total dividends recognised in respect of the financial year ended 30 April 2024.

Year ended

30 April

2024

£’000

Year ended

30 April

2023

£’000

2023 final dividend of 3.87p per ordinary share (2022: 3.46p) 1,267

1,140

2024 interim dividend of 2.54p per ordinary share (2023: 2.33p)

831

766

2,098

1,906

Dividends are recognised in the period in which they are due to be paid and are shown through the Statement of Changes in

Equity. Therefore, the Statement of Changes in Equity for the year ended 30 April 2024 reflects the final dividend for the year

ended 30 April 2023 which was paid on 29 September 2023. For the year ended 30 April 2024, a first interim dividend of 2.54p has

been paid on 31 January 2024 and a final dividend of 4.26p has been proposed for payment on 25 October 2024. The final dividend

is proposed for approval by the shareholders at the forthcoming AGM.

Set out below are the total dividends paid/proposed in respect of the financial year ended 30 April 2024.

Year ended

30 April

2024

£’000

Year ended

30 April

2023

£’000

First interim dividend of 2.54p per ordinary share (2023:2.33p) 831 766

Final dividend of 4.26p per ordinary share (2023: 3.87p)

1,394

1,267

2,225

2,033

131

–

131

101

–

101

Earnings/(loss) per share

The revenue earnings per ordinary share is based on the revenue profit for the year of £2,582,000 (2023: £2,226,000) and on

32,713,342 (2023: 33,033,940) ordinary shares, being the weighted average number of ordinary shares, excluding Treasury Shares,

in issue during the year.

The capital gain per ordinary share is based on the capital gain for the year of £15,187,000 (2023: £1,419,000 capital loss) and on

32,713,342 (2023: 33,033,940) ordinary shares, being the weighted average number of ordinary shares, excluding Treasury Shares,

in issue during the year.

Non-current assets – investments

2024

£’000

2023

£’000

Opening book cost 113,070 119,956

Opening fair value adjustment

(3,091)

(344)

Opening valuation 109,979 119,612

Movements in year:

Purchases at cost 30,557 24,959

Sales

–

proceeds

(20,761)

(29,950)

Gains/(losses) on investments (excluding subsidiaries)

12,977

(4,642)

Closing

valuation

132,752

109,979

Closing book cost 119,036 113,070

Closing fair value adjustment

13,716

(3,091)

132,752

109,979

Gains on investments recognised in the Statement of Comprehensive Income (on page 49) totalling £13,261,000 (2023: losses of

£4,609,000) is comprised of net realised losses on investments of £3,830,000 (2023: £1,895,000), increases in fair value gains on

investments of £16,807,000 (2023: losses of £2,747,000) and increases in fair value gains on subsidiaries of £284,000 (2023: £33,000).

The Company received £20,761,000 (2023: £29,950,000) from investments sold in the year. The book cost of these investments

when they were purchased was £24,591,000 (2023: £31,845,000). These investments have been revalued over time and until they

were sold any unrealised gains/losses were included in the fair value of the investments.

For level 3 investments held within the investment portfolio, the market risk sensitivity disclosures in note 19 on page 62 provide the

disclosures required by IFRS 13, where alternative fair values can be derived from the application of reasonable alternative inputs.

Transaction costs

Included in purchases at cost and proceeds from sales are the following transaction costs:

2024

£’000

2023

£’000

Purchases

118

107

Sales 4 8

123

115

Derivatives

(a)

Valuation of derivatives

2024

2023

Fair

value

current

assets

£’000

Fair

value

current

liabilities

£’000

Gross

exposure

£’000

Fair

value

current

assets

£’000

Fair

value

current

liabilities

£’000

Gross

exposure

£’000

Contracts for difference

6 (220)

19,109 1,925 (106)

21,763

Forward currency contracts

–

(7)

262

–

262

(227)

19,102

2,187

(106)

22,025

(b)

Movements in derivatives

2024

2023

Contracts

for difference

£’000

Forward

currency

contracts

£’000

Total

£’000

Contracts

for

difference

£’000

Forward

currency

contracts

£’000

Total

£’000

Opening fair value

1,819

262

2,081

466

(282)

184

Opening valuation

1,819

262 2,081 466 (282)

184

Movements in year:

Closed contracts – proceeds (receivable)/payable (5,173)

(640)

(5,813)

(3,071)

834 (2,237)

– realised gains/(losses)

5,173

640 5,813 3,071 (834)

2,237

(Decrease)/increase in fair value

(2,033)

(269)

(2,302)

1,353

544

1,897

Closing

valuation

(214)

(7)

(221)

1,819

262

2,081

Closing fair value

(214)

(7)

(221)

1,819

262

2,081

CFD transaction costs on positions opened and closed during the year amounted to £6,000 (2023: £3,000).

10.

Investment in subsidiary undertakings

% of ordinary

share capital

held

Principal

activity

Registered

Office

Country of

incorporation

and operation

Alpha Securities Trading Limited 100 Investment dealing 57-59 St James’s Street,

London, SW1A 1LD

England and Wales

Investment in the subsidiary undertaking is held at fair value, which is deemed to be its net assets. It holds a portfolio of listed

investments for short term appreciation which are measured at their quoted bid prices.

2024

£’000

2023

£’000

Historic book cost of investment in subsidiary undertaking – –

Opening fair value adjustment

4,264

4,231

Opening valuation 4,264 4,231

Increase in fair value adjustment

284*

Closing

valuation

4,548

4,264

* This figure includes a £5,000 prior period adjustment.

See note 1(p) for further details on consolidation.

11.

Significant interests

At 30 April 2024, the Company held shares amounting to 3% or more of the nominal value of any class of share capital of the

following companies, not being participating interests.

Class

Held

% of class held

Hardlyever Ordinary 18.82%

Hornby

Ordinary 9.51%

Singer Capital Markets

Ordinary

5.58%

These investments are held by the Company at fair value through profit or loss as part of a portfolio of investments rather than

as a medium through which the Company carries out its business. The Company is not considered to have significant influence

through its voting rights nor does it hold any board representatives and therefore these investments are not considered

associated nor related undertakings of the Company.

12.

Other receivables

2024

£’000

2023

£’000

Amounts due from brokers –

1,512

Prepayments and accrued income 883 628

Taxation recoverable

Variation margin receivable

687

1,590

2,208

13.

Cash and cash equivalents

2024

£’000

2023

£’000

Amounts held at futures clearing houses and brokers – 37

Cash and bank balances 102 587

Northern Trust Global Liquidity Fund

1,583

7,029

1,685

7,653

14.

Other payables

2024

£’000

2023

£’000

Amounts due to brokers

– 475

Accrued investment management fee 274 261

Accrued other expenses 182 146

Variation margin payable 415

Amounts due to subsidiary undertakings

3,873

3,546

4,744

4,438

15.

Share capital

(a)

Share capital

2024

£’000

2023

£’000

Allotted, called up and fully paid:

Ordinary shares of 1p each 32,713,152 327 32,734,908 327

Ordinary shares of 1p each held in treasury

4,547,322

4,525,566

37,260,474

373

37,260,474

373

(b)

Ordinary shares

£’000

Movements in ordinary shares during the year:

Ordinary shares in issue on 1 May 2023 32,734,908 327

Repurchase of ordinary shares into treasury

(21,756)

–

Ordinary shares in issue on 30 April 2024

32,713,152

327

The movements in ordinary shares held in treasury during the year are as follows:

2024

£’000

2023

£’000

Balance brought forward 4,525,566 46 3,505,800 35

Repurchases of ordinary shares 21,756 – 1,019,766

Balance carried forward

4,547,322

4,525,566

During the year ended 30 April 2024, the Company repurchased 21,756 shares into treasury (2023: 1,019,766).

There were no subscription shares in issue at 30 April 2024 (2023: nil).

16.

Retained earnings – capital

Capital

reserve –

realised

£’000

Capital

reserve –

unrealised

£’000

Total capital

reserve

£’000

Balance at 1 May 2023 110,047 (13,712)

96,335

Increase in fair value adjustment – 14,789 14,789

Net gain on realisation of investments and derivatives 1,982 – 1,982

Currency losses on capital items

(64)

– (64)

Costs charged to capital (net of tax relief) (1,609)

– (1,609)

Transfer between reserves 8,816 (8,816) –

Balance at 30 April 2024

119,172

(7,739)

111,433

Balance at 1 May 2022 95,149 2,605 97,754

Decrease in fair value adjustment – (817) (817)

Net gain on realisation of investments and derivatives 342 – 342

Currency gains on capital items 140 – 140

Costs charged to capital (net of tax relief)

(1,084)

– (1,084)

Transfer between reserves

15,500

(15,500)

–

Balance at 30 April 2023

110,047

(13,712)

96,335

All investments are designated as fair value through profit or loss at initial recognition and all gains and losses arise on

investments designated as fair value through profit or loss. Where investments are considered to be readily realisable for cash,

the fair value gains and losses, recognised in these financial statements are treated as realised. All other fair value gains and

losses are treated as unrealised.

17.

Net asset value per ordinary share

The net asset value per share is based on the net assets of £135,329,000 (2023: £119,817,000) and on 32,713,152 (2023: 32,734,908)

ordinary shares, being the number of ordinary shares in issue at the year end, excluding Treasury Shares.

18.

Financial commitments

At 30 April 2024, the Company did not have any financial commitments which had not been accrued (2023: nil).

19.

Financial instruments

As detailed on page 2, the principal investment objective of the Company is to provide long-term capital and income growth over

the longer term and to achieve a growing dividend stream.

The Company’s financial instruments comprise equities, derivatives, cash balances, as well as debtors and creditors that arise

from its operations. These are held in accordance with its investment policy. The principal risks the Company faces are: (i) market

price risk (comprising currency risk, interest rate risk and other price risk); (ii) liquidity risk; and (iii) credit risk.

(i)

Market price risk

Market risk, which includes, currency, interest rate and other price risk, arises mainly from uncertainty about future values of

financial instruments held in the Company’s investment portfolio. It is the Board’s policy that the Company should maintain

an appropriate spread of investments in the portfolio to seek to reduce the risks arising from factors specific to a particular

company or sector.

The day-to-

day management of the portfolio is the responsibility of the Investment Manager, in accordance with the Company’s

investment policy. This includes ongoing detailed analysis of existing and potential investee companies. No derivatives or hedging

instruments are used to manage market risk. The Board monitors the Company’s overall market positions on a regular basis.

Details of the investments at 30 April 2024 are disclosed in the investment portfolio set out on pages 12 to 15.

Currency risk

The portfolio has a number of investments denominated in currencies other than Sterling and the income and capital value

of these can be affected by movements in exchange rates. The Company also operates a number of currency bank accounts

and exchange gains or losses may arise as a result of the movement in the exchange rate between the date of the transaction

and its settlement. Therefore, a proportion of the net assets that are not priced in Sterling may be covered by forward currency

contracts, so that the Company’s exposure to currency risk is reduced.

An analysis of the Company’s currency exposure is detailed below:

Investments

at 30 April

2024

£’000

Net monetary

assets at

30 April

2024

£’000

Total at

30 April

2024

£’000

Investments

at 30 April

2023

£’000

Net monetary

assets at

30 April

2023

£’000

Total at

30 April

2023

£’000

Dollar 6,792 (4,089)

2,703 7,351

(4,121)

3,230

Euro

16,571

(8,038)

8,533

13,875

(5,792)

8,083

Total

23,363

(12,127)

11,236

21,226

(9,913)

11,313

Currency sensitivity

A 5 per cent increase in Sterling against the relevant foreign currencies would have the effect of reducing the profit or loss and

the net assets by £562,000 (2023: £566,000). A 5 per cent decrease in Sterling would have an equal and opposite effect.

Interest rate risk

The majority of the Company’s financial assets are non-interest bearing and therefore exposure to fair value interest rate fluctuations

is limited.

Floating rate

When the Company has cash balances these are maintained in an interest bearing account. The benchmark that determines

the interest paid on the cash balances is the UK bank base rate, which was 5.25 per cent at 30 April 2024 (2023: 4.25 per cent).

Other price risk

Other price risk is the risk that the value of an instrument will fluctuate as a result of changes in market prices (other than those

relating to interest rate and credit risk), whether caused by factors specific to an investment of wider issues affecting the market

generally. The value of equities is dependent on a number of factors arising from the performance of the individual company

and also wider macro-economic matters. As part of the ongoing review of the portfolio, the Investment Manager monitors these

factors. A 5 per cent increase in the value of the Company’s investments would have an effect of increasing the net assets by

£6,869,000 (2023: £5,712,000). A 5 per cent decrease would have an equal and opposite effect.

(ii)

Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial commitments.

A proportion of the Company’s financial instruments include companies that are trading on AIM or are unquoted and these may

not be readily realisable. As a result, the Company may not be able to realise some of its investments quickly at their fair value

to meet any further liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any

particular issuer. The Company’s investment strategy is to ensure that there are a sufficient number of investments that are

readily realisable and can be sold to meet any funding requirements.

The AIFM has a liquidity management policy for the Company which is intended to ensure that the Company’s investment

portfolio maintains an appropriate level of liquidity in view of the Company’s expected outflows, including share buybacks,

dividends and operational expenses. This policy involves an assessment of the prices or values at which it expects to be able

to realise its assets over varying periods in varying market conditions, taking into account the sensitivity of particular assets to

particular market risks and other relevant factors. This requires the AIFM to identify and monitor investment in asset classes

which are considered to be relatively illiquid. Illiquid assets of the Company are likely to include investments in unquoted

companies. The majority of the Company’s investment portfolio is invested directly in listed equities and is monitored on an

ongoing basis to ensure that it is adequately diversified. The liquidity management policy is reviewed and updated, as required,

on at least an annual basis.

There were no material changes to the liquidity management policy during the year ended 30 April 2024. In addition, none of the

Company’s assets are subject to any special arrangements linked to their liquidity.

(iii)

Credit and counterparty risk

This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in

the Company suffering a loss.

This risk is managed as follows:

■

Where the Investment Manager makes an investment in a bond or other security with credit risk, that credit risk is assessed

and then compared to the prospective investment return of the security in question.

■

The Company’s investments are held on its behalf by The Northern Trust Company, London Branch, the Company’s custodian.

■

Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities held by the custodian

to be delayed. The Investment Manager monitors the Company’s risk by reviewing the custodian’s internal control reports

and reporting on its findings to the Board.

■

Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Investment

Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank

ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any

transfer of cash or securities away from the Company is completed.

■

Transactions involving derivatives, and other arrangements wherein the creditworthiness of the entity acting as broker or

counterparty to the transaction is likely to be of sustained interest, are subject to rigorous assessment by the Investment

Manager of the creditworthiness of that counterparty.

■

Cash is held at banks and in the liquidity fund that are regularly reviewed by the Investment Manager.

The Company is permitted to use one or more separate counterparties for derivative transactions. The Company may enter into

transactions in over-the-counter (‘OTC’) markets that expose it to the credit of its counterparties and their ability to satisfy the

terms of such contracts. Where the Company enters into derivative contracts, it will be exposed to the risk that the counterparty

may default on its obligations to perform under the relevant contract. In the event of bankruptcy or insolvency of a counterparty,

the Company could experience delays in liquidating the position and may incur significant losses. There may be a risk that a

counterparty will be unable to meet its obligations with regard to the return of the collateral and may not meet other payments

due to the Company. To minimise such risk, the Investment Manager will assess the creditworthiness of any counterparty that

it engages. On a daily basis, the Investment Manager assesses the level of assets with each counterparty to ensure that the

exposure is within the defined limits.

The derivatives are disclosed in the Portfolio of Investments and J.P. Morgan Securities Plc is the counterparty for forward

currency contracts and contracts for difference. Aside from the custodian, the derivative counterparties and brokers where

trades are pending settlement, there were no significant concentrations of credit and counterparty risk as at 30 April 2024 or

30 April 2023.

Counterparty exposure

The types of derivatives held at the Statement of Financial Position date were contracts for difference and forward

currency contracts.

Details of the individual contracts are disclosed separately in the Portfolio of Investments and the total position by counterparty

and the collateral pledged, at the year end, were as follows:

2024

Contracts for

difference

£’000

Forward

currency

contracts

£’000

Total net

exposure

£’000

Net collateral

held/(pledged)

£’000

JP Morgan

19,109

(7)

(221)

(280)

2023

Contracts for

difference

£’000

Forward

currency

contracts

£’000

Total net

exposure

£’000

Net collateral

held/(pledged)

£’000

JP Morgan

21,763

262

2,081

(1,893)

Fair value hierarchy

IFRS 7 ‘Financial Instruments: Disclosures’ requires an entity to provide an analysis of investments held at fair value through

profit and loss using a fair value hierarchy that reflects the significance of the inputs used in making the measurements of fair

value. The hierarchy used to analyse the fair values of financial assets is set out below.

Level 1 – investments with quoted prices in an active market;

Level 2 – investments whose fair value are based directly on observable current market prices or are indirectly derived from

market prices; and

Level 3 – investments whose fair value are determined using a valuation technique based on assumptions that are not supported

by observable current market prices or are not based on observable market data.

The investments held at the Statement of Financial Position date fell in to the categories, Level 1, Level 2 and Level 3. The values

in these categories are summarised as part of this note. Any investments that are delisted or suspended from a listed stock

exchange are transferred from Level 1 to Level 3.

2024 2023

Assets

£’000

Liabilities

£’000

Assets

£’000

Liabilities

£’000

Level

1 121,658 – 97,797 –

Level

2 6 (227) 2,187 (106)

Level 3

11,094

–

12,182

–

Market risk sensitivity

For Level 3 investments IFRS 7 requires that if the effect of changing one or more of the inputs to reasonably possible alternative

assumptions would be to change the fair value significantly it should be disclosed. The information used in determination of the

fair value of Level 3 investments is specific to each investee company and is in accordance with the methodologies set out in the

accounting policies in Note 1(c). The key sensitivities of the fair value of level 3 investments is the earnings multiple when using

the earnings based approach, the premium/discount adjustment when using the recent price of a transaction approach and the

value of the underlying assets when using the net assets approach. The impact of adjusting the earnings multiple, the net assets

and the calibrated price of recent investment bases would be as follows:

30 April 2024

Fair value of

investments

£’000

Average Variable

input Sensitivity

(%)

Impact

£’000

% of NAV

Earnings multiple 1,069

+78,

-27

+839, - 284

+0.6,

-0.2

Net assets

3,592

+38,

-12

1,381, -414

+1.0,

-0.3

Calibrated price of recent investment

6,433

+25,

-53

+1,608, -3,410

+1.2,

-2.5

132,758

(227)

112,166

(106)

30 April 2023

Fair value of

investments

£’000

Average Variable

input Sensitivity

(%)

Impact

£’000

% of NAV

Earnings multiple

1,158

+63, -48 +866, -658

+0.7,

-0.5

Net assets

4,592

+18,

-12

+1,795,

-1,261

+1.5,

-1.1

Calibrated price of recent investment

6,433

+25, -20

+1,608, -1,287

+1.3,

-1.1

During the year, the following Level 3 investments were written down and reduced in value: Singer Capital Markets (£220,000).

20.

Capital risk management

The capital of the Company is its share capital and reserves as set out in notes 15 and 16.

The objective of the Company is to achieve long-term capital and income growth by investing predominantly in listed companies.

The Company’s investment policy is set out in page 2. The Company’s objectives, policies and procedures for managing capital

are unchanged from the prior year.

In pursuit of the Company’s objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going

concern and details of the related risks and how they are managed are set out on pages 18 to 20. The Company has the ability to

issue and buy back its shares and changes to the share capital during the year are set out in note 15. The Company does not have

any externally imposed capital requirements.

The Company’s gearing policy allows gearing of up to 25 per cent of assets and this level stood at 13.1% as at the year end (see

page 73).

The Board, with the assistance of the Investment Manager, monitors and reviews the structure of the Company’s capital on an

ongoing basis. Such reviews include:

■

the need to buy back equity shares, either for cancellation or to hold in treasury to assist discount management;

■

the level of dividend distributions; and

■

the level of gearing.

21.

Events after the reporting period

As a consequence of company activities, the Company’s investment in Rated People was written down by 40% from £500,000 at

year end to £300,000.

22.

Transactions with the Investment Manager and related parties

The amounts paid to the Investment Manager and amounts outstanding at the year end are disclosed on page 28 and in

note 14, respectively.

However, the existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial

and operating policies and therefore, under IAS 24: Related Party Disclosures, the Investment Manager is not considered to be

a related party.

Fees payable during the year to the Directors and their interest in shares of the Company are considered to be related party

transactions and are disclosed within the Directors Remuneration Report on pages 36 to 37.

All transactions with subsidiary undertakings were on an arm’s length basis. During the year, transactions in securities between

the Company and its subsidiary undertakings amounted to £nil (2023: £nil). The subsidiary did not pay a dividend to Artemis

Alpha Trust plc during the year to 30 April 2024 (2023: £nil). Interest payable by Artemis Alpha Trust to Alpha Securities Trading in

respect of the intercompany loan over the period is recognised based on Bank of England official Bank Rate.

Shareholder Information (Unaudited)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting

of Artemis Alpha Trust plc (the “Company”) will be held at the

offices of Artemis Fund Managers Limited, Cassini House,

57 St. James’s Street, London SW1A 1LD at 10.00am on

Thursday, 17 October 2024 for the purpose of transacting the

following business:

Ordinary business

To consider and, if thought fit, to pass the following as ordinary

resolutions:

Resolution 1. To receive the Report of the Directors and

audited Financial Statements for the year

ended 30 April 2024.

Resolution 2. To approve the Directors’ Remuneration

Report for the year ended 30 April 2024.

Resolution 3. To approve a final dividend of 4.26 pence per

ordinary share for the year ended 30 April 2024.

Resolution 4. To re-elect Mr Duncan Budge as a Director of

the Company.

Resolution 5. To re-elect Mr John Ayton as a Director of the

Company.

Resolution 6. To re-elect Mr Jamie Korner as a Director of

the Company.

Resolution 7. To re-elect Mrs Victoria Stewart as a Director

of the Company.

Resolution 8. To re-elect Mr Tom Smethers as a Director of

the Company

Resolution 9. To re-appoint Johnston Carmichael LLP as

independent auditor of the Company to hold

office from the conclusion of the meeting until

the conclusion of the next general meeting at

which financial statements are laid.

Resolution 10. To authorise the Directors to determine the

remuneration of Johnston Carmichael LLP.

Resolution 11. That, in substitution for any existing

authorities, the Directors be and are hereby

generally and unconditionally authorised

pursuant to section 551 of the Companies Act

2006 (the “Act”) to exercise all the powers of the

Company to allot Shares in the Company and

to grant rights to subscribe for or to convert

any security into shares in the Company:

(i)

up to an aggregate nominal value of

£32,713 (approximately 10% of the

aggregate nominal amount of the issued

ordinary share capital as at 1 July 2024);

provided that this authority shall expire

at the conclusion of the next annual

general meeting of the Company to be

held in 2025, unless previously revoked,

varied or extended by the Company at a

general meeting, save that this authority

shall allow the Company to make offers

or agreements before the expiry of this

authority which would or might require

relevant securities to be allotted after such

expiry as if the authority conferred by this

Resolution had not expired.

To consider and, if thought fit, to pass the following as special

resolutions:

Resolution 12. That, in substitution for any existing authority

but without prejudice to the exercise of any

authority prior to the date of the passing of

this resolution, the Company be and is hereby

generally and unconditionally authorised in

accordance with section 701 of the Act to

make market purchases (within the meaning

of section 693 of the Act) of its fully paid issued

ordinary shares for cancellation or to be held in

treasury (either for retention for future re-issue,

resale, transfer or cancellation), provided that:

(a)

the maximum aggregate number of

ordinary shares hereby authorised to be

purchased shall not exceed 4,903,701 or,

if less, that number of ordinary shares

which is equal to 14.99% of the issued

ordinary share capital of the Company

(excluding treasury shares) as at the date

of this Resolution;

(b)

the minimum price which may be paid

for an ordinary share shall be 1 pence per

share, being the nominal value thereof;

(c)

the maximum price (excluding expenses)

which may be paid for an ordinary share

shall not exceed the higher of:

(i)

5% above the average of the middle

market quotation (as derived from

the Daily Official List of the London

Stock Exchange) for the five business

days immediately preceding the date

on which the purchase is made; and

(ii)

the higher of the price quoted for (a)

the last independent trade of; and

(b) the highest current independent

bid for any number of shares on the

trading venue where the purchase is

carried out;

(d)

the authority hereby conferred shall

expire at the conclusion of the Company’s

annual general meeting to be held in

2025 unless previously revoked, varied

or extended by the Company at a general

meeting; and

(e)

the Company may make a contract to

purchase shares under the authority

hereby conferred prior to the expiry of

such authority and may make a purchase

of shares pursuant to any such contract

notwithstanding such expiry.

Resolution 13. That, subject to the passing of Resolution 11

set out above, the Directors be and they are

hereby authorised, pursuant to sections 570

and 573 of the Act to allot equity securities (as

defined in Section 560 of the Act) (including

the grant of rights to subscribe for, or to

convert any securities into, ordinary shares

in the capital of the Company and the sale of

any ordinary shares held by the Company in

treasury) wholly for cash as if section 561(1) of

the Act did not apply to any such allotment,

grant or sale provided that this power shall:

(a)

expire at the conclusion of the next annual

general meeting of the Company to be held

in 2025 unless previously revoked, varied

or extended by the Company at a general

meeting, save that the Company shall be

entitled to make offers or agreements

before the expiry of this authority which

would or might require equity securities

to be allotted after such expiry and the

Directors may allot such equity securities

pursuant to any such offer or agreement

as if the power conferred hereby had not

expired; and

(b)

be limited to the allotment of equity

securities and/or the sale or transfer of

treasury shares:

(i)

in connection with an offer of such

securities by way of rights to holders

of ordinary shares on the register

of members of the Company on a

fixed record date in proportion (as

nearly as may be practicable) to their

respective holdings of ordinary shares

but subject to such exclusions or

other arrangements as the Directors

may deem necessary or expedient in

relation to treasury shares, fractional

entitlements or any legal or practical

problems arising under the laws of, or

the requirements of, any territory or

any regulatory or governmental body

or authority or stock exchange; and

(ii)

otherwise than pursuant to

paragraph (i) above up to an

aggregate nominal value of £32,713

representing approximately 10% of

the aggregate nominal amount of the

issued ordinary share capital as at

1 July 2024.

Resolution 14. That, a general meeting of the Company

other than an annual general meeting may be

called on not less than 14 clear days’ notice

provided that this authority shall expire at the

conclusion of the next annual general meeting

of the Company.

By order of the Board:

Artemis Fund Managers Limited

Company Secretary

1 July 2024

Registered Office:

Artemis Investment Management LLP

Cassini House

57-59 St James’s Street

London SW1A 1LD

Notes:

Website giving information regarding the AGM

Information regarding the AGM, including the information

required by section 311A of the Companies Act 2006, can

be found at artemisalphatrust.co.uk.

Any electronic address provided either in this notice of

AGM or any related documents (including the Form of

Proxy) to communicate with the Company may not be

used for any purposes other than those expressly stated.

Entitlement to attend and vote

2.1

If you wish to attend the AGM in person, you should arrive

at the venue for the meeting in good time to allow your

attendance to be registered. It is advisable to have some

form of identification with you as you may be asked to

provide evidence of your identity prior to being admitted

to the AGM. The Board may direct that persons wishing

to attend any general meeting should submit to such

searches or other security arrangements as the Board

consider appropriate in the circumstances.

2.2

Shareholders are requested to exercise their proxy online

or using the personalised paper proxy, as set out below.

2.3

To be entitled to vote at the AGM (and for the purpose of

determining the votes that may be cast), members must

be registered in the Company’s register of members by

close of business on Tuesday, 15 October 2024 (or if the

meeting is adjourned, 48 hours prior to the adjourned

meeting). No member shall, unless the Board otherwise

decides, be entitled to vote in respect of any share held by

him (either personally or by proxy) at any general meeting

of the Company unless all calls or other sums presently

payable in respect of those shares have been paid.

Forms of proxy

A personalised form of proxy will be sent to each registered

member with the Annual Report and instructions on how

to vote will be contained therein.

Appointment and revocation of proxies

4.1

Subject to any special terms as to voting upon which any

shares may be issued, every member is entitled to appoint

a proxy to exercise all or any of their rights to attend,

speak and vote at the AGM. A proxy does not need to be a

member of the Company. A proxy may only be appointed

using the procedures set out in these notes and the notes

on the Form of Proxy.

4.2

A member may appoint more than one proxy, provided

each proxy is appointed to exercise rights attached to

different shares. A member cannot appoint more than

one proxy to exercise rights attached to the same shares.

If a member wishes to appoint more than one proxy, they

should contact the Company’s registrar, Link Group (‘the

Registrar’), by email at shareholderenquiries@linkgroup.

co.uk or call on 0371 664 0300 (calls are charged at the

standard geographic rate and will vary by provider).

Calls outside the United Kingdom will be charged at

the applicable international rate. The Registrar is open

between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding

public holidays in England and Wales.

4.3

If a member wishes a proxy to appoint their own choice

of proxy (not the chairman of the AGM) and give their

instructions directly to them, such an appointment can

be made using the Form of Proxy or through CREST.

4.4

A member may instruct their proxy to abstain from voting

on a particular resolution to be considered at the AGM

by marking the “Vote Withheld” option in relation to

that particular resolution when appointing their proxy.

It should be noted that a vote withheld is not a vote in

law, which means that the vote will not be counted in the

calculation of the proportion of votes “For” or “Against”

that particular resolution.

4.5

A member who wishes to change their proxy instruction

must submit a new appointment of proxy in accordance

with these notes. If a member requires another hard

copy Form of Proxy to enable them to change their proxy

instruction, they should contact the Registrar on either of

the telephone numbers set out in note 4.2.

4.6

In order to revoke a proxy instruction, a member must

inform the Company by sending a hard copy notice

clearly stating their revocation of their proxy instruction

to Link Group, PSX 1, Central Square, 29 Wellington Street,

Leeds, LS1 4DL, or by hand during normal business hours

only at the same address. In the case of a member that

is a company, the revocation notice must be executed

under its common seal or signed on its behalf by an

officer, attorney or other person authorised to sign it. The

revocation notice must be received by the Registrar not

later than 10.00am on 15 October 2024.

4.7

A person who is not a member but has been nominated

by a member to enjoy information rights does not have a

right to appoint any proxies under the procedures set out

in these notes and should read note 8 below.

5 Appointment of proxy

5.1

You may appoint a proxy via the internet by going to

www.signalshares.com and logging into your share portal

account or registering for the share portal if you have not

already done so (to register for the share portal, you will

need your investor code as set out on your share certificate

or alternatively contact the Registrar as set out in note

4.2). Appointment of a proxy via the share portal must be

submitted by not later than 10.00am on 15 October 2024.

5.2

If you wish to complete a Form of Proxy by hand, this must

be completed and delivered to Link Group, PSX 1, Central

Square, 29 Wellington Street, Leeds, LS1 4DL as soon

as possible and in any event so as to be received by the

Registrar by not later than 10.00am 15 October 2024. In

the case of a member which is a corporation, the Form

of Proxy must be executed under its common seal or

signed on its behalf by an officer, attorney or other person

authorised to sign it. Any authority under which the Form

of Proxy is signed (or a copy of such authority certified

notarily or in some other way approved by the Board)

must be included with the Form of Proxy.

5.3

If you have any queries in relation to the Form of Proxy

or appointing a proxy via the internet please contact the

Registrar.

5.4

Submission of a Proxy vote shall not preclude a member

from attending and voting in person at the meeting

in respect of which the proxy is appointed or at any

adjournment thereof.

5.5

Unless otherwise indicated on the Form of Proxy, CREST,

or any other electronic voting instruction, the proxy will

vote as they think fit or, at their discretion or withhold

from voting.

Appointment of proxy through CREST

6.1

CREST members who wish to appoint a proxy or proxies

for the AGM by utilising the CREST electronic proxy

appointment service may do so by using the procedures

described in the CREST Manual and Euroclear UK &

International Limited’s specifications to ensure a valid

proxy appointment and/or instructions are submitted

through the CREST service.

6.2

In order for a proxy appointment made via CREST to be

valid, the proxy message must be:

(i)

properly authenticated in accordance with Euroclear

UK & International Limited’s specifications;

(ii)

contain the information required for such instruction,

as described in the CREST Manual;

(iii)

Be received by the Registrar (ID RA10) by not later

than 15 October 2024 (or if the meeting is adjourned,

within 48 hours of the adjourned meeting or such

other time as is specified by the Company in a notice

of meeting).

For this purpose, the time of receipt will be taken to be

the time from which the Registrar is able to retrieve the

message by enquiry to CREST. Members and/or voting

service providers using the CREST service should refer

to the CREST manual for guidance on the practical

limitations of CREST service and timings. The Board may

treat as invalid a CREST proxy appointment or instruction

in the circumstances set out in Regulations 35 (5) (a) of

the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

In the case of joint holders, where more than one of

the joint holders purports to appoint a proxy, only the

appointment submitted by the most senior holder will be

accepted. The first-named holder is considered the most

senior for this purpose.

Corporate representatives

Any corporation which is a member can, by a resolution of

its board of directors or other governing body, authorise

such person or persons as it thinks fit to act as its

representative or representatives at the AGM.

Nominated persons

Any person who receives this Notice as a person

nominated under section 146 of the Companies Act to

enjoy information rights (a Nominated Person) may, under

an agreement with him/her and the registered member

by whom they have been nominated, be entitled to be

appointed (or have someone else appointed) as proxy to

vote at the AGM. If a Nominated Person does not have

such a right or does not wish to exercise it, they may, under

any such agreement, have a right to give instructions to

the registered member as to the exercise of voting rights.

Any queries with respect to your rights as a Nominated

Person should be directed to the registered member.

10.

Questions at the AGM

The Board considers the AGM as an opportunity for

shareholder engagement. Shareholders are also invited

to submit any questions in advance of the AGM to alpha.

chairman@artemisfunds.com. The Board will answer any

question relating to the business being dealt with at the

AGM unless it would be undesirable in the interests of

the Company or if an answer to the question is already

provided on the Company’s website in the form of an

answer to a question.

11.

Publication of AGM results

The results of voting will be made available on the

Company’s website as soon as possible following

the AGM.

Should 20 per cent or more of votes be cast against a

Board recommendation for a resolution, an explanation

of what actions the Company intends to take to consult

shareholders will be provided when announcing voting

results. An update on views received from shareholders

and actions taken will also be published no later than six

months after the AGM together with a final summary in

the next Annual Report.

12.

Issued shares and total voting rights

At 1 July 2024, the Company’s issued share capital

comprised 37,260,474 shares, of which 4,547,322 were held

in treasury. Therefore, the total number of voting rights in

the Company at 1 July 2024 was 32,713,152.

13.

Voter disclosure obligations

Any person holding 3 per cent or more of the total voting

rights of the Company who appoints a person as their

proxy will need to ensure that both they and their proxy

complies with their respective disclosure obligations

under the FCA’s Disclosure Guidance and Transparency

Rules. Should the members grant the chairman or any

Director voting authority representing 3 per cent or more

of the total voting rights of the Company, an appropriate

disclosure will be released to the London Stock Exchange

in accordance with the FCA’s Disclosure Guidance and

Transparency Rules.

14.

Members’ right to require circulation of resolution to be

proposed at the meeting

Members meeting the threshold requirements set out in

the Act have the right to: (a) require the Company to give

notice of any resolution which can properly be, and is to

be, moved at the meeting pursuant to section 338 of the

Act; and/or (b) include a matter in the business to be dealt

with at the meeting, pursuant to section 338A of the Act.

Information for Shareholders

Buying shares in the Company

The Company’s ordinary shares are traded on the London

Stock Exchange and can be bought or sold through a

stockbroker. The Company is also a qualifying investment

trust for ISA purposes.

Company numbers:

London Stock Exchange (SEDOL) number: 0435594

ISIN number: GB0004355946

Reuters code: ATS.L

Bloomberg code: ATS:LN

LEI: 549300MQXY2QXEIL3756

GIIN: PIK2NS.00002.SF.826

Shareholder enquiries

All administrative enquiries relating to shareholder queries

concerning holdings, dividend payments, notification of

change of address, loss of certificate or to be placed on a

mailing list should be addressed to the Company’s registrars

at: Link Group, Central Square, 29 Wellington Street, Leeds,

LS1 4DL or by calling 0371 664 0300 calls are charged at the

standard geographic rate and will vary by provider. Calls

outside the United Kingdom will be charged at the applicable

international rate. The Registrar is open between 9.00 a.m.

– 5.30 p.m., Monday to Friday excluding public holidays in

England and Wales).

If you would like to receive dividend payments directly into

your bank account, please contact the Company’s registrar at

the address above.

Dividend reinvestment plan (the “Plan”)

Shareholders are able to re-invest their cash dividends using

the Plan operated by Link Group. To find out more about the

Plan, please contact Link Group at: Shareholder Enquiries,

Link Group, Central Square, 29 Wellington Street, Leeds,

LS1 4DL or by calling 0371 664 0300 calls are charged at the

standard geographic rate and will vary by provider. Calls

outside the United Kingdom will be charged at the applicable

international rate. The Registrar is open between 9.00 a.m.

– 5.30 p.m., Monday to Friday excluding public holidays in

England and Wales).

Financial advisers

The Company currently conducts its affairs so that the shares

in issue can be recommended by financial advisers to ordinary

retail investors in accordance with the Financial Conduct

Authority’s (“FCA’s”) rules in relation to non-mainstream

investment products and intends to do so for the foreseeable

future. The shares are excluded from the FCA’s restrictions

which apply to non-mainstream investment products because

they are shares in an investment trust.

Further information on the Company

The Company’s net asset value is calculated daily and

released to the London Stock Exchange. The share prices are

listed in the Financial Times and also on the TrustNet website

(trustnet.com). Up-to-date information can be found on the

website (artemisalphatrust.co.uk), including a factsheet

which is updated monthly. Shareholders can also contact

the Chairman to express any views on the Company or to

raise any questions they have using the email address alpha.

chairman@artemisfunds.com.

Taxation

For capital gains purposes, the cost of the Company’s ordinary

shares at 31 March 1982 was 13.22 pence per share.

AIC

The Company is a member of The Association of Investment

Companies (“AIC”) which publishes monthly statistics on the

majority of investment trusts. Further details can be obtained

by contacting the AIC on 020 7282 5555 or at its website

theaic.co.uk.

AIFMD disclosures

A number of disclosures are required to be made under the

AIFMD as follows:

■

Information in relation to the leverage of the Company is

provided in the Strategic Report on page 16.

■

Details of the Company’s principal risks and their

management are provided in the Strategic Report on

pages 18 to 20.

■

Details of the monitoring undertaken of the liquidity of

the portfolio is provided in note 19 in the notes to the

financial statements.

■

The Investment Manager requires prior Board approval

to:

(i)

enter into any stocklending agreements;

(ii)

borrow

money

against

the

security

the

Company’s investments; or

(iii)

create any charges over any of the Company’s

investments.

■

Details of the Company’s strategy and policies,

administration arrangements and risk management and

monitoring, required to be made available to investors

in the Company before they invest, are available at

artemisalphatrust.co.uk.

Any material changes to this information is required to be

reported in the Company’s Annual Report. There have been no

material changes from the prior year to the information above

which requires disclosure to shareholders.

Remuneration

Artemis operates its remuneration policies and practices

at a group level which includes both Artemis Investment

Management LLP and its subsidiary AFML. Details of the

group remuneration policies are available on Artemis’ website

artemisfunds.com. Remuneration levels are set to attract,

retain and motivate talented partners and staff and align

the long term interests of partners and staff with those of

our clients.

The remuneration policies which apply to all partners and

staff across the group are overseen by the Remuneration

Committee. The members of the Remuneration Committee

are all nonexecutive officers. The Remuneration Committee

is responsible for setting and overseeing the implementation

of Artemis’ remuneration policy, including approving

the remuneration of partners and other senior staff.

The Remuneration Committee will regularly review the

remuneration policy to ensure it remains appropriate. The

Remuneration Committee considers inputs from Artemis’

Risk and Compliance function when reviewing remuneration

issues, including any risk adjustments or controls

considered necessary.

The Artemis remuneration period runs from 1 January to

31 December. Certain partners and staff are classified as

‘Identified Staff’ as their professional activities have a material

impact on the risk profile of the firm. The payment of some of

their variable remuneration (which may include profit share

for partners) is deferred. Further, Artemis has the ability to

reduce all or part of deferred variable remuneration that has

been previously allocated to identified staff before the end

of the vesting period both (a) before the end of the vesting

period and (b) within two years following the payment of any

elements of variable remuneration.

No staff are employed by AFML directly but are employed and

paid by other entities of Artemis. Artemis has apportioned the

total amount of remuneration paid to all 232 Artemis partners

and staff in respect of AFML’s duties performed based on the

number of funds. It has estimated that the total amount of

remuneration paid in respect of duties for the Company for the

year ended 31 December 2023 is £916,539 of which £422,204

is fixed remuneration and £494,335 is variable remuneration.

The aggregate amount of remuneration paid to Identified

Staff that is attributable to duties for the Company for the

year ended 31 December 2023 is £331,326. Identified Staff are

those senior individuals whose managerial responsibilities or

professional activities could influence, and have a material

impact on, the overall risk profile of each regulated entity

and the funds it manages. This includes the members of

Artemis’ Management and Executive Committees, certain

fund managers and others in specified roles. This includes

certain individuals who are partners in Artemis Investment

Management LLP.

Common reporting standard

The Organisation for Economic Co-operation and

Development’s Common Reporting Standard for Automatic

Exchange of Financial Account Information (the ‘Common

Reporting Standard’) requires the Company to provide

information annually to HM Revenue & Customs (“HMRC”) on

the tax residencies of those certificated shareholders that are

tax resident in countries outwith the UK that have signed up

to the Common Reporting Standard.

All new shareholders, excluding those whose shares are held

in CREST, will be sent a certification form by the Registrar to

complete. Existing shareholders may also be contacted by the

Registrar should any extra information be needed to correctly

determine their tax residence.

Failure to provide this information may result in the holding

being reported to HMRC.

For further information, please see HMRC’s Quick Guide:

Automatic Exchange of Information – information for account

holders; gov.uk/guidance/exchange-of-information-account-

holders.

Data protection

The Company is committed to ensuring the protection of

any personal data provided to them. Further details of the

Company’s privacy policy can be found on the Company’s

website at artemisalphatrust.co.uk.

Reporting calendar

Year end

30 April

Results

announced

Interim: December

Annual: July

Dividends payable

January and October

Annual General Meeting

October

Securities Financing Transactions Regulation (“SFTR”)

As at 30 April 2024, the Trust may enter into contracts for difference (“CFD”) presenting the same characteristics as total return

swaps within the meaning of Regulation (EU/2015/2365) on transparency of securities financing transactions and of reuse (the

“SFT Regulation”).

Global Data

Amounts of assets engaged in SFT as at 30 April 2024:

SFT

Type

Currency

Absolute

Market Value

(Local)

Absolute

Market Value

% of Net

Assets

Contracts for difference

EUR 3,500 2,989 0.00%

Contracts for difference

GBP 64,426 64,426 0.05%

Contracts for difference

USD

183,700

146,708

0.11%

251,626

214,123

0.16%

Concentration Data

Counterparty (EUR)

Counterparty’s country of incorporation

Market Value

% of Net

Assets

J.P. Morgan Securities PLC

United Kingdom

2,989

0.00%

Counterparty (GBP)

J.P. Morgan Securities PLC

United Kingdom

64,426

0.05%

Counterparty (USD)

J.P. Morgan Securities PLC

United Kingdom

146,708

0.11%

Aggregate Transaction Data

Maturity (EUR)

< 1 day

1 day –

week

1 week –

month

1-3 months

3 months –

year

> 1 year

Open

Maturity

Contracts for difference (£)

–

2,989

–

Maturity (GBP)

Contracts for difference (£)

–

44,800

19,626

–

Maturity (USD)

Contracts for difference (£)

– – – – 146,708 – –

Collateral

The Trust engages in activities which may require collateral to be provided to a counterparty (‘collateral pledged’) or may hold

collateral received (‘collateral held’) from a counterparty.

All cash held or pledged as collateral has an open maturity tenor as it is not subject to a contractual maturity date

Currency

Collateral

Pledged

UK Sterling

280,000

Reuse of Collateral

There is no collateral received by the Trust in relation to contracts for difference.

Safekeeping

There is no collateral received by the Trust in relation to contracts for difference.

Return and Cost Analysis

Returns and costs for contracts for difference are received/borne by the Trust. The monetary amounts are disclosed in the

Statement of comprehensive income as ‘Net gains on derivatives’, Note 2: Income as ‘Derivative income’ and Note 4: Finance

costs as ‘CFD finance costs’.

Glossary

Administrator

Is an entity that provides certain services to support the

operation of an investment fund or investment company.

These services include, amongst other things, settling

investment transactions, maintaining accounting books

and records and calculating daily net asset values. For the

Company, Northern Trust is the administrator.

Alternative Investment Fund Managers Directive (AIFMD)

Is a European Union directive that applies to certain types of

investment funds, including investment companies.

Alternative Investment Fund Manager (AIFM)

Is an entity that provides certain investment services,

including portfolio and risk management services. For the

Company, Artemis Fund Managers Limited is the AIFM.

Alternative Performance Measure (‘APM’)

An alternative performance measure is a financial measure of

historical or future financial performance, financial position,

or cash flows, other than a financial measure defined or

specified in the applicable financial reporting framework.

Banker and Custodian

Is a bank that is responsible for holding an investment fund’s or

investment company’s assets and securities and maintaining

their bank accounts. For the Company, Northern Trust is the

banker and custodian.

Contracts for Difference (“CFDs”)

CFDs are derivative instruments which provide exposure to

underlying equities.

CFDs provide investors with the benefits and risks of owning

a security without actually owning it. There is no delivery of

physical goods or securities, which means that CFDs are

generally regarded as an easier method of settlement because

losses and gains are paid in cash.

Depositary

Is a financial institution that provides certain fiduciary services

to investment funds or investment companies. The AIFMD

requires that investment funds and investment companies

have a depositary appointed to safe-keep their assets

and oversee their affairs to ensure that they comply with

obligations in relevant laws and constitutional documents.

For the Company, Northern Trust is the depositary.

Discount/premium

If the share price of an investment trust is lower than the net

asset value per share, the shares are said to be trading at a

discount. The size of the discount is calculated by subtracting

the share price from the net asset value per share and is

usually expressed as a percentage of the net asset value per

share. If the share price is higher than the net asset value per

share, the shares are said to be trading at a premium.

earing

Gearing is the process whereby changes in the total assets

of a company have an exaggerated effect on the net assets of

that company’s ordinary shares due to the use of borrowings.

The Company’s position is set out below:

2024

£’000

2023

£’000

Net assets

135,329

119,817

Gross exposure of CFDs 19,109

21,763

Net cash and cash equivalents

(1,405)

(5,723)

153,033 135,857

Net assets

135,329

119,817

Net gearing

13.1%

13.4%

Net cash

0.0%

Leverage

Leverage is defined in the AIFMD as any method by which an

AIFM increases the exposure of an Alternative Investment

Fund it manages, whether through borrowing of cash or

securities, or leverage embedded in derivative positions or by

any other means.

There are two measures of calculating leverage:

■

the gross method, which does not reduce exposure for

hedging; and

■

the commitment method, which reduces exposure for

hedging.

Net asset value

Net asset value represents the total value of the Company’s

assets less the total value of its liabilities and is normally

expressed on a per share basis.

Ongoing

charges

Total expenses (excluding finance costs and taxation)

incurred by the Company as a percentage of average net

asset values.

2024

£’000

2023

£’000

Investment management fee 774 769

Other expenses

506

464

Total expenses 1,280 1,233

Average net assets

121,189

114,340

Ongoing

charges

1.06%

1.08%

Ongoing charges are based on expenses over the prior

twelve month period and so may be slightly different to the

arithmetic calculation.

Ongoing charges are calculated using the methodology

recommended by the AIC.

Total return

The total return on an investment is made up of capital

appreciation (or depreciation) and any income paid out (which

is deemed to be reinvested) by the investment. Measured over

a set period, it is expressed as a percentage of the value of the

investment at the start of the period.

Net asset value total return for the year ended

2024

2023

Opening net asset value 366.02p 367.65p

Closing net asset value 413.68p 366.02p

Dividends paid

6.41p

5.79p

15.1%

1.3%

Share price total return for the year ended

2024

2023

Opening share price 319.00p 329.00p

Closing share price 351.00p 319.00p

Dividends paid

6.41p

5.79p

12.3%

(1.2)%

The total returns percentages assume that dividends paid out

by the Company are re-invested into shares at the value on

the ex-dividend date and so the figure will be slightly different

to the arithmetic calculation.

Investment manager, company secretary and advisers

Registered office

Artemis Alpha Trust plc

Artemis Investment Management LLP

Cassini House

57-59 St James’s Street

London SW1A 1LD

An investment company as defined under Section 883 of the

Companies Act 2006.

Registered in England Number: 253644

Website: artemisalphatrust.co.uk

Email: alpha.chairman@artemisfunds.com

Investment Manager, Alternative Investment Fund Manager

and Company Secretary

Artemis Fund Managers Limited

Cassini House

57-59 St James’s Street

London SW1A 1LD

The Investment Manager is authorised and regulated by the

Financial Conduct Authority, 12 Endeavour Square, London

E20 1JN.

Tel: 0800 092 2051

Email: investor.support@artemisfunds.com

Registrar

Link Group

Central Square

29 Wellington Street

Leeds LS1 4DL

Shareholder enquiries: 0371 664 0300 calls are charged at

the standard geographic rate and will vary by provider. Calls

outside the United Kingdom will be charged at the applicable

international rate. The Registrar is open between 9.00 a.m.

– 5.30 p.m., Monday to Friday excluding public holidays in

England and Wales).

Administrator

The Northern Trust Company, London Branch

50 Bank Street

Canary Wharf

London E14 5NT

Banker & custodian

The Northern Trust Company, London Branch

50 Bank Street

Canary Wharf

London E14 5NT

Depositary

Northern Trust Investor Services Limited

50 Bank Street

Canary Wharf

London E14 5NT

Independent auditor

Johnston Carmichael LLP

7-11 Melville Street

Edinburgh EH3 7PE

Tax adviser

Ernst & Young LLP

Atria One

144 Morrison Street

Edinburgh EH3 8EX

Solicitors

Dickson Minto W.S.

Broadgate Tower

Primrose Street

London EC2A 2EW

Broker

Singer Capital Markets Advisory LLP

One Bartholomew Lane

London EC2N 2AX

An investment company as defined under section 833 of the Companies Act 2006.

Registered in England No. 253644

Artemis Fund Managers Limited

Cassini House, 57 St James’s Street, London SW1A 1LD

6th floor, Exchange Plaza, 50 Lothian Road, Edinburgh EH3 9BY

Sales Support 0800 092 2051

Facsimile 020 7399 6498

Fund Service Centre 0800 092 2051

Facsimile 020 7643 3708

Website www.artemisfunds.com