INVESTMENT TRUST PLC

Company Registered Number: 11121934

www.oitplc.com

INVESTMENT TRUST PLC

Annual Report and Financial Statements

for the year ended 31 March 2022

Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2022

ODYSSEAN INVESTMENT TRUST PLC

About Us

Odyssean Investment Trust PLC (the “Company”, the “Trust” or “OIT”) is an investment

trust which is listed on the premium segment of the Official List of the FCA and admitted

to trading on the premium segment of the main market for listed securities of the LSE. The

Company had total net assets of £157.8m as at 31 March 2022.

The Board of the Company comprises four non-executive Directors, all of whom are independent of the portfolio

manager, Odyssean Capital LLP (“Odyssean” or the “Portfolio Manager”).

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Contents

1 OVERVIEW

2 Investment Objective

3 Investment Policy

5 Financial Summary

6 STRATEGIC REPORT

7 Chairman’s Statement

10 Portfolio Manager’s Report

24 Portfolio of Investments

25 Distribution of Investments

26 Business Review

38 Risk Management

46 GOVERNANCE

47 Board of Directors

48 Directors’ Report

52 Corporate Governance Statement

58 Audit Committee Report

61 Directors’ Remuneration Report

65 Statement of Directors’ Responsibilities

67 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ODYSSEAN INVESTMENT

TRUST PLC

72 FINANCIAL STATEMENTS

73 Statement of Comprehensive Income

74 Statement of Changes in Equity

75 Balance Sheet

76 Cash Flow Statement

77 Notes to the Financial Statements

91 ADDITIONAL INFORMATION AND NOTICE OF AGM

92 Shareholder Information

93 Glossary

96 Notice of Annual General Meeting

103 Explanatory Notes to the Resolutions

106 Corporate Information

ODYSSEAN INVESTMENT TRUST PLC

Investment Objective

The investment objective of the

Company is to achieve attractive

total returns per share principally

through capital growth over a long-

term period.

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Investment Policy

The Company primarily invests in smaller

company equities quoted on markets operated

by the London Stock Exchange, where the

Portfolio Manager believes the securities

are trading below intrinsic value and where

this value can be increased through strategic,

operational, management and/or financial

initiatives. Where the Company owns an

influencing stake, it will engage with other

stakeholders to help improve value. The

Company may, at times, invest in securities

quoted on other recognised exchanges and/or

unquoted securities.

It is expected that the majority of the Portfolio by value

will be invested in companies too small to be considered

for inclusion in the FTSE 250 Index, although there are no

specific restrictions on the market capitalisation of issuers

into which the Company may invest.

The portfolio will typically consist of up to 25 holdings,

with the top 10 holdings accounting for the majority of

the Company’s aggregate Net Asset Value (“NAV”) across

a range of industries. The Company will adhere to an

exclusion-based investment approach to avoid investment

in companies involved in activities the Company deems

unethical and/or unsustainable.

The Company may hold cash in the Portfolio from time to

time to maintain investment flexibility. There is no limit

on the amount of cash which may be held by the Company

from time to time.

Investment restrictions

– No exposure to any investee company will exceed

15 per cent. of Net Asset Value at the time of investment.

– The Company may invest up to 20 per cent. of Gross

Assets at the time of investment in unquoted securities

where the issuer has its principal place of business in

the UK.

– The Company may invest up to 20 per cent. of Gross

Assets at the time of investment in quoted securities

not traded on the London Stock Exchange.

– The Company will not invest more than 10 per cent.,

in aggregate, of Gross Assets at the time of investment

in other listed closed-end investment funds.

Ethical and sustainability investment restrictions

The Company will not invest

in companies which derive

any revenue from, or are engaged in:

– the production or direct distribution of pornography;

– the manufacture, production or retail of controversial

weapons

(e.g. chemical, biological or nuclear weapons,

cluster munitions, landmines), civilian firearms and

ammunition;

– the manufacture of alcohol and tobacco products;

– the ownership or operation of gambling facilities;

– sub-prime and/or predatory lending;

– oil and gas production (both conventional and

unconventional, including shale oil and gas, coal seam

gas, coal bed methane, thermal coal, tar sands, Arctic

onshore/offshore deepwater, shallow water and other

onshore/offshore) and includes extraction and refining;

– animal experimentation or animal testing, (a) where

there is a proven alternative and/or where testing

is not mandated by regulation; or (b) where there is

no proven alternative and/or the experimentation

or testing is mandated by regulation, but where the

investee company is not adhering to the “three Rs”

ethics of Replacement, Reduction and Refinement.

The Company will not invest more than 10 per cent., in

aggregate, of Gross Assets at the time of investment in

companies involved in distributing, licensing, retailing or

supplying tobacco and/or alcohol beverage products.

The Company will base its analysis of an investee company’s revenues and

activities on publicly available information, and will exclude revenues and

activities that are considered to be de-minimis, being those that represent less

than 1% of the investee company’s revenue.

Controversial weapons are those that have an indiscriminate and

disproportional humanitarian impact on civilian populations, the effects of

which can be felt long after military conflicts have ended.

ODYSSEAN INVESTMENT TRUST PLC

Investment Policy (continued)

Borrowings

The Company does not intend to incur borrowings for

investment purposes, although the Company may, from

time to time, utilise borrowings over the short term for

working capital purposes up to 10 per cent. of Net Asset

Value at the time of borrowing.

Derivatives and Hedging

The Company will not use derivatives for investment

purposes. It is expected that the Company’s assets will

be predominantly denominated in Sterling and, as such,

the Company does not intend to engage in hedging

arrangements, however, the Company may do so if

the Board deems it appropriate for efficient portfolio

management purposes.

General

The Company will not be required to dispose of any asset

or to rebalance the Portfolio as a result of a change in the

respective valuations of its assets.

The Company intends to conduct its affairs so as to qualify

as an investment trust for the purposes of section 1158 of

the CTA 2010.

Any material change to the Company’s investment policy

set out above will require the approval of Shareholders

by way of an ordinary resolution at a general meeting

and the approval of the Financial Conduct Authority.

Non-material changes to the investment policy may be

approved by the Board.

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Financial Summary

Company performance As at 31 March 2022 As at 31 March 2021 Change

Shareholders’ funds £157.8m £122.6m 28.7%

NAV per share 164.0p 139.3p 17.7%

Share price per share 166.0p 129.0p 28.7%

Share price premium/(discount) to NAV per share

1.2% (7.4)%

Year ended

31 March 2022

Year ended

31 March 2021

Income per ordinary share revenue (loss)* 0.5p (0.7)p

Capital return per ordinary share* 23.5p 49.2p

Total return per ordinary share* 24.0p 48.5p

NAV Total Return per share

17.7% 53.4%

NSCI ex IC plus AIM Total Return Index

** (2.1)% 71.3%

Cost of running the Company

Year ended

31 March 2022

Year ended

31 March 2021

Annualised ongoing charges

1.45% 1.41%

# Alternative Performance Measures (see Glossary on page 93).

* Based on the weighted average number of shares in issue during the period.

** Used by the Company as comparator, not Benchmark. Source: Bloomberg.

Past performance is not a guide to future performance.

Strategic Report

STRATEGIC REPORT

7 Chairman’s Statement

10 Portfolio Manager’s Report

24 Portfolio of Investments

25 Distribution of Investments

26 Business Review

38 Risk Management

ODYSSEAN INVESTMENT TRUST PLC

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Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Chairman’s Statement

Introduction

I am pleased to present the Annual Report and Financial

Statements for Odyssean Investment Trust PLC (“OIT”

or “the Company”) covering the year from 1 April 2021 to

31 March 2022.

Performance

In yet another period marked by huge volatility and

uncertainty, the net assets of the Company increased by

£35.2 million to £157.8 million and represented a strong

increase in net asset value per share of 17.7%. Over the

same period, the NSCI ex IT plus AIM Total Return Index

(the “comparator index”) fell by 2.1%, leading to the NAV

per share outperforming by almost 20% in the year.

Of particular note is that in the first three months of

calendar 2022, the NAV grew moderately, during which

time the comparator index fell by more than 10%. This

continues the trend of the investment approach tending

to deliver a resilient performance during difficult markets.

There were several bid approaches for portfolio companies

during the year, where the average premium on takeover

has exceeded 50%. The Board takes this activity as a strong

validation of the Portfolio Manager’s ability to identify

mispriced companies.

The Portfolio Manager’s approach to fundamental

valuation discipline has also added value. A number of

strong performing holdings were materially sold down

close to the peak of markets in August, only to be bought

back at considerably lower levels in the first quarter of

2022. Cash rose marginally to 11.8% in September 2021

and by March 2022 had fallen to 1.3%. It is also notable

how the sector exposure has changed over time, with the

Portfolio Manager being unconstrained by a benchmark

when seeking out returns. This ability to invest away from

a benchmark is one of our greatest strengths.

The Company has recently passed its fourth anniversary

and continues to deliver on its objective of delivering

attractive differentiated returns. The Company’s returns

have been very different to both the typical growth and

value funds in the broader peer group.

Despite an average cash position of c.20%, the Company’s

NAV per share has grown at c.14% per annum

since inception. I am delighted that this continued

outperformance of our NAV over its hurdle has resulted in

a performance fee of £2.346 million being payable to the

Portfolio Manager. The performance fee was measured on

a rolling three-year basis to 31 March 2022 and settlement

is expected to be in early June 2022. Similar to last year

50% of the net sum will be invested and held in our shares

subject to a lock up for a period of 3 years. Including the

performance fee the total cost of running this fund was

1.98%. The NAV performance is net of these fees and I

am content with this as value for money for our excellent

team, exclusive as they are to this pool of capital.

Discount and premium management

The share price exceeded NAV growth over the year due to

the discount narrowing from 7.4% to close at a premium of

1.2%. The move from a mid to high single digit discount,

to a premium happened during June 2021, and the shares

remained trading at a small premium for most of the

rest of the financial year. The Company issued a total of

8.3 million shares during the year to both satisfy buying

demand as well as control the premium. As a result, the

shareholder base has continued to diversify. Over time this

should lead to improved liquidity, a lower bid-offer spread,

and the scope to attract new shareholders for whom the

Company is currently a little too small.

Post the year end, the shares are trading at a mid-single digit

discount to NAV, as discounts in the market have come

under more pressure. The Board remains open to buying

shares back again should the discount become excessive.

ODYSSEAN INVESTMENT TRUST PLC

Dividend

The Board has not recommended a dividend for the

year ended 31 March 2022 and does not expect to do so

in the near future. The Directors expect that returns for

shareholders will be primarily driven by capital growth of

the shares rather than dividend income. The Company will

pay a dividend only if the need arises to retain investment

trust status.

The Board

In another turbulent year, I would like to thank my

colleagues for their help and support.

There were no changes to the membership of the Board

during the year. As in previous years and in line with good

corporate governance, an annual review of the effectiveness

of the Board and its committees was performed, which is

described on page 55. The Board remains satisfied that

each Director has the capacity to be fully engaged with

the Company’s business. All Directors will stand for

re-election at the forthcoming AGM and the appropriate

resolutions can be found in the Notice of AGM on page96.

Merger Proposal with Strategic Equity Capital

On 23 December 2021, both the Company and Strategic

Equity Capital plc (“SEC”), another closed ended

investment company in the same sector, announced that

they were in merger discussions. On 9 February 2022,

SEC announced that it had withdrawn from talks with

the Company alongside various proposals to address its

discount.

The Board of OIT believes that this represented a missed

opportunity to create a leading and growing, premium

investment trust of greater scale differentiated from the

wider UK small cap sector.

Annual General Meeting

The fourth AGM of the Company will take place at

12.00 noon on Wednesday, 21 September 2022. The

AGM will be held at the offices of Odyssean Capital LLP,

6 Stratton Street, Mayfair, London W1J 8LD. The Notice

convening the AGM together with explanations of the

proposed resolutions can be found on pages 96 to 105.

Outlook

There are an unusual number of material uncertainties

impacting investor sentiment at present. The real world

impact of inflation, the potential for stagflation, the

prospect of a recession in 2023, the pace that interest rates

will rise, allied with geopolitical risk from the Russian

incursion into Ukraine. In addition, current reports of

material backlogs in port operations in China driven by

Covid-19 lockdowns may lead to a prolonging of supply

chain challenges.

In such times, it gives the Board great comfort that the

Company’s assets are being looked after by a Portfolio

Manager with experience and focus. Stuart and Ed

have combined almost 40 years of relevant investment

experience, but many of the macroeconomic features of

the current market have not been seen for several decades.

As a result of this, the Board is reassured that Stuart

Widdowson and Ed Wielechowski can seek for input

and advice from both the Non-Executives of the Portfolio

Manager, as well as the three-strong Panel of Industry

Advisors that they have retained. This input is crucial in

helping to understand the potential impact on existing and

potential portfolio companies of the convergent factors

influencing demand, cost bases, competition and financing.

Never before has it been so important for companies to be

able to improve themselves to create value. The scope for

operational and strategic improvement amongst portfolio

companies provides the Board with comfort that NAV

per share progression is not solely reliant upon market

re-rating and benign trading conditions. The Board also

notes that the revenues of the portfolio, in aggregate, are

much more geographically balanced than the UK Smaller

Companies market. Balance sheets are typically strong too,

with 40% of the portfolio having net cash balance sheets as

at the end of March.

Chairman’s Statement (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

My statement from the interim report in November 2021

described how the Board shared the Portfolio Manager’s

concern that inflation will be more persistent than many

expect. That has proven to be the case so far. The Portfolio

Manager’s actions in April 2021 to consider the potential

impact of rising inflation on the portfolio companies has

proven to be extremely timely. The Portfolio Manager’s

focus on niche market leaders with strong positions in their

supply chains should provide overall insulation against the

worst impacts of inflation. Moreover the Portfolio has

negligible exposure to the UK consumer, where leisure and

retail companies are likely to see demand under pressure

from rising prices as well as the cost of living increasing.

The Board shares the views of the Portfolio Manager of the

considerable medium to long term upside in the valuations

of the portfolio as a whole.

Jane Tufnell

Chairman

1 June 2022

Chairman’s Statement (continued)

ODYSSEAN INVESTMENT TRUST PLC

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Details of the Portfolio Manager

The Company’s Portfolio Manager is Odyssean Capital

LLP.

The Portfolio Manager was founded in 2017 by Stuart

Widdowson and Harwood Capital Management Limited,

an independently owned investment group, and is jointly

owned by both parties. The Chairman of Odyssean Capital

LLP is Ian Armitage, former CEO and Chairman of

HgCapital.

The Portfolio Manager’s investment team, Stuart

Widdowson and Ed Wielechowski, identify and undertake

research on potential investee companies as well as

managing the portfolio. They draw on the experience of a

three-strong Panel of Advisors, who have run and invested

in multiple quoted and unquoted smaller companies. In

addition, the investment team draws on the expertise and

experience of Mr Armitage and Mr Christopher Mills,

who sits on Odyssean Capital’s Board as a Non-Executive

JV Partner. Mr Armitage and Mr Mills have more than

85 years’ combined investment experience in quoted and

unquoted smaller companies.

Stuart Widdowson, Co-fund Manager

Stuart has spent the last 21 years investing in public and

private UK small and mid-size corporates and a further

two years providing investment advisory services in the

same field.

Prior to founding the Portfolio Manager, Stuart was

at GVQ Investment Management (“GVQ”), where he

held the position of fund manager and head of strategic

investments for more than seven years. During his time at

GVQ, Stuart led the transformation of the performance

of Strategic Equity Capital plc (“SEC”) and significantly

improved shareholder value. Stuart led SEC to win several

industry awards and was recognised as Fund Manager of

the Year at both the PLC and QCA awards in 2015.

Stuart began his career as a strategy consultant undertaking

commercial due diligence and strategy projects for private

equity and corporate clients. In 2001, he joined HgCapital

and spent five years working on small and mid-cap leveraged

buyouts in the UK and Germany. During this time, he

worked on a number of public to private transactions of

UK quoted companies.

Ed Wielechowski, Co-fund Manager

Ed joined the Portfolio Manager in December 2017 as a

Fund Manager.

Prior to joining Odyssean, Ed was a Principal in the

technology team at HgCapital. He joined HgCapital

in 2006 and worked on numerous completed deals,

including multiple bolt-on transactions made by portfolio

companies. He has additional quoted market experience,

having led the successful IPO of Manx Telecom plc in

2014, as well as having evaluated and executed public to

private transactions. Ed started his career as an analyst in

the UK mergers and acquisitions department of JPMorgan

in 2004.

Portfolio Manager’s Report

Stuart Widdowson Ed Wielechowski

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Portfolio Manager’s Report (continued)

The investment approach

Our investment approach applies the core elements of the

private equity investment philosophy – highly focused,

long-term, engaged ‘ownership’ style investment – to

public markets. We believe that this approach creates a

portfolio unlike that of many typical public equity funds

and that, well executed, can offer attractive, differentiated,

risk-adjusted returns.

– Highly concentrated portfolio: We look to build

a highly concentrated portfolio of no more than 25

investee companies where we carry out intensive

diligence, only investing behind our highest conviction

ideas.

– Narrow focus: We focus on companies which are

typically too small for inclusion in the FTSE 250

index. We believe this market is less efficient, offering

more opportunities to find mis-pricings. Further, we

believe the best investment decisions are made from

a base of knowledge and experience, and we will

make the majority of investments in industry sectors

that we and our advisors, know well (TMT, Services,

Industrials and Healthcare).

– Targeting long-term holding periods: We will

evaluate each investment opportunity over a 3 to 5-year

investment horizon. We have structured our business

to reflect this belief and do not intend to run any

capital which is redeemable over short time periods.

To think like an ‘owner’ of a business we believe your

capital should behave like one too.

– Engaged investment style: We are engaged investors.

We like investing in companies which, whilst good, are

underperforming their potential and where we see the

opportunity for constructive corporate engagement

to unlock improved sustainable returns for all

stakeholders.

The Company’s investment objective is to deliver long

term capital growth rather than outperform a specific

index. Our differentiated investment approach, allied

with our sector focus and the recently revised investment

restrictions approved in January 2021, is likely to lead to

periods of NAV per share performance materially different

to those of the broader market. We fully anticipate this

potential short-term performance variance and will focus

on comparative investment performance on a rolling three-

year basis.

The absolute return mentality of the strategy, allied with

the desire to avoid being a forced seller, may lead to net

cash balances being held over the long-term. We anticipate

a core range of 5-15% over the long term. Net cash balances

will not be used as an attempt to market time, but to enable

us to invest where blocks of stock are available rather than

being re quired to sell a less liquid holding on short notice.

Implementing the investment strategy

There are three key factors we look for when we analyse a

potential investment;

1) a valuation opportunity;

2) in a higher-quality company; and

3) with improvement potential.

Our view is that buying at a fair price and supporting

improved performance generates capital growth, while our

quality filters mitigate losses in the event of unexpected

headwinds.

Valuation

We look for two valuation factors in every investment.

Firstly, what we refer to as “static valuation” – does the

company trade at a discount to its current value? This is not

only judged by traditional public market ratios. We also

seek to model every company through the lens of a private

equity buyer (of which we have considerable experience) as

well as evaluating its attractiveness to strategic trade buyers.

Secondly, we are looking for companies which can grow

their value over time – “dynamic valuation”. We particularly

look for situations where there are multiple, independent

drivers of value creation present, and where management

actions can unlock these. We believe seeking multiple value

drivers makes an investment case more secure and less

exposed to single areas of uncertainty or misjudgement.

Quality

We assess every potential investment against qualitative

and quantitative quality criteria. The quality assessment

is important to mitigate the risk of permanent capital

destruction from investments which fail to achieve

their value potential. In our experience, higher quality

companies are more likely to maintain a minimum value

through difficult times and are more able to attract high

calibre management teams to rectify underperformance.

ODYSSEAN INVESTMENT TRUST PLC

Improvement potential and engagement

We particularly like companies that are in some way

underperforming relative to their potential, and where

the current valuation does not price in the potential for

improvement. Once invested, constructive corporate

engagement can help to unlock value. Our mantra is to buy

good businesses and sell excellent businesses. The spectrum

of areas which can be improved is broad and includes

operating performance, asset utilisation, overly complex

business structures/organisation, strategic direction, poor

M&A, investor relations, and governance and pay.

ESG in our investment process

We have historically focused on evaluating and engaging

on corporate governance (“G”) and financial performance

as part of our investment process.

In January 2021, shareholders approved a change in the

investment policy of the Company to implement negative

screening of certain investments, deemed unethical and/or

involved in activities which were deemed unsustainable.

These restrictions augment our approach to corporate

engagement and provide clarity and certainty to investors

and largely formalises the approach we have taken since we

launched.

Our partnership with the specialist ESG data provider for

smaller quoted companies, announced in December 2020,

has enabled us to analyse all our portfolio companies ESG

performance. Many of these companies are too small to

have attracted ratings from the major ESG rating agencies.

As at the time of preparation, we have shared these reports

with each of our portfolio companies.

This is in line with the pragmatic approach to E&S

engagement given the more resource-constrained nature

of smaller quoted companies. Our focus is on how boards

approach sustainability, where the scope for improvement

is, how progress is evaluated and how it is reported to

investors. Our belief is that performing ahead of peers

and market expectations on ESG should attract new

shareholders, a higher rating and a lower cost of equity, all

things which will drive enhanced returns and benefit the

Company’s shareholders.

Progress and performance during the year

The year ending March 2022 saw markets begin in a

positive and seemingly sanguine fashion, with the market

unconcerned about the prospects of rising inflation and

interest rates. However, as concerns around these issues

began to become more prominent, there was a notable style

change in equity performance. In April 2021, we became

increasingly concerned about the potential for inflation to

rise and be less “transitory” than commentators suggested.

As a result, we evaluated the portfolio companies’ abilities

to manage their way through inflation. The aspects we

considered included: their ability to pass on price increases;

how often and how quickly they could raise prices; whether

there were inflation linked price increases in contracts

and how those might operate; particular cost exposures

– e.g. commodity prices and labour; the position of the

company in its supply chain (e.g. customer and supplier

concentration/fragmentation); competitive position and

dynamics; the capital intensity of the business and historic

level of capital investment; working capital dynamics.

Fortunately as a result of this analysis, we did not believe

that material change to the existing portfolio was needed.

However, it did inform our decisions on considering which

new investments to make over the period, leading to an

even more selective approach.

Growth and momentum appeared to peak in late August/

early September 2021. The latter half of calendar 2021

and early 2022 saw growth stocks continuing to de-rate,

regardless of trading updates, as the markets began to

anticipate rises in interest rates. Newsflow in the last month

of the period was dominated by the tragic situation in

Ukraine. Markets fell heavily with the onset of the invasion,

before clawing back some of the losses. Commodity prices

have risen sharply due to the convergence of shortages

caused by disrupted supply chains, the impact of sanctions,

and concerns on availability of certain materials for which

Ukraine and Russia are important suppliers. In addition, it

seems as the world recovers from Covid-19 certain sectors

need to rebuild inventory and capacity has been slow to

satisfy the restocking. Growth stocks continued to perform

relatively poorly, as bond yields continued to rise.

The Company’s net asset value (NAV) per share rose

17.7% in the year, materially exceeding the performance of

the NSCI & AIM index (which we use as a comparator

and not a benchmark) which fell by 2.1%. This is a pleasing

result in absolute and relative terms (to both broader peers

and the market). It is notable that resource stocks, in which

the Company does not invest, outperformed over the year,

meaning that the relative performance excluding resources

was even stronger. In addition, the forward P/E of the

comparator index fell from 15.4x to 11.8x, some 24%

during the year. On an absolute basis the net cash balance

averaged 7% across the year.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

AIM stocks underperformed both full list small and mid-

cap indices, falling 12% over the period, with the index

falling almost 20% from the peak in early September. AIM’s

performance was a major driver in the comparator index

underperforming both Small and Mid Cap indices. The

Numis All Share index rose 10.3% across the year, whereas

the Numis Mid-Cap fell by 2.5% and the Numis 1,000 (the

smallest 1,000 UK quoted companies) fell by0.9%.

The top five positive contributors to performance were

Xaar, Vectura, Flowtech, Chemring and Spire.

Xaar’s shares rose by more than 80% over the year. We

added to the holding during the period, taking advantage

of periods where the shares were over sold and where

markets were under particular stress. Whilst this has been a

successful investment to date, if the management continues

to execute on the recovery well, we believe that there is

considerable remaining long term upside. Vectura and Spire

were subject to bid approaches as detailed in the interim

report. Flowtech’s shares continued their progression

through the period as the investment community shifted

its focus away from cyclical recovery towards the scope

for the business to drive improved organic growth from

online initiatives. Chemring’s shares were volatile, but

ended the period strongly as the conflict in Ukraine drove

expectations of increases in defence spending over the next

few years.

The M&A activity experienced in the half year to

September continued throughout the rest of the period,

with bids for Clinigen (immediately prior to the bid it was

the 3rd largest holding) and Intertrust. These take the tally

of bids of portfolio companies to eight since November

2019. The average day 1 premium of these bids to the

undisturbed share price is more than 50%, an indication

of the considerable value that the bidders have seen in

these companies. Whilst we do not invest in companies

because we believe they will be acquired, we believe that

the M&A activity seen is a strong validation of both our

ability to identify assets which others will covet, and invest

at a valuation considerably lower than fair value.

The top five negative contributors to performance were

NCC, RWS, Elementis, De La Rue and Benchmark. The

first two holdings, both in the tech sector, had been sold

down materially prior to the de-rating of technology and

growth stocks. In both cases, we believed that the de-

ratings experienced from late August 2021 were overdone

and the shares ended the period at undemanding ratings.

Elementis shares were hit hard during the first three months

of 2022, despite the company continuing to hold guidance

and marginally increase forecasts. The shares still trade at

a 50% discount to their previous peak, despite not having

to undertake any dilutive equity raise during the Covid-19

period. De La Rue, a small holding, warned on profits in

late January 2022 due to lag in passing on price increases

combined with labour disruption from Covid-19. Order

books remain strong. Benchmark released positive trading

updates showing progression in all areas of the business.

The true free float is very limited and there was little reason

for the shares to perform poorly.

The portfolio was on average 93% invested across the

period. Net cash began the period at 10.9% and ended the

period at 1.6%.

Portfolio development

The significant shifts in market sentiment and style

leadership presented opportunities for active management

of the portfolio. In addition, exit activity was higher than

usual, driven by takeovers of portfolio companies. As a

result, portfolio turnover was above that which we would

normally expect.

We invested £90.6m into stock purchases, a higher

proportion of NAV than is typical. This high number was

influenced by three factors: high portfolio M&A leading

to accelerated exits; a cash inflow of £13.2m following

the issuance of new shares; and a reduction in the cash

weighting from 10.9% to 1.6% over the year.

We invested £17.6m into four new positions, with the

remaining £73.0m deployed into existing positions where

further research supported an increased weighting or

where share price weakness offered an opportunity to

enhance existing holdings in higher quality companies.

Given what we believe to be excellent risk/reward

characteristics of many of our existing investments, new

positions had to exceed a significant hurdle to meet our

criteria. We have continued to look for companies which

we believe enjoy higher quality franchises and market

leading positions, but where self-help actions within the

gift of management can drive superior returns regardless

of wider market conditions. Where these conditions were

satisfied, we looked to enter a new position at a discount to

what we see as ‘fair’ value either compared with the public

markets or the price an outright acquiror might pay. This

approach layers in multiple ‘margins of safety’ protecting

against capital loss but giving many ways to drive an upside

return. Our mid-weight investment in Dialight initiated

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

during the period is an example of this approach in practice,

other new positions started are below the top 10 but have

the potential to scale further in the future.

We have been particularly active in the period in making

further investments into existing positions. This reflects

our conviction in what we already held, alongside the sharp

moves in markets seen during the year offering attractive

opportunities for investment in names we know well.

Our positions in Curtis Banks, a leading SIPP platform

provider, and Xaar, a provider of digital inkjet heads

for industrial use, which were both initiated at a small

weighting in the prior year, were built to full weight during

the period as our diligence confirmed our conviction in

these exciting opportunities and we were able to identify

pockets of liquidity at attractive prices. Both have

performed well in absolute and relative terms.

Significant further investments were also made into

some of our larger positions where market moves offered

opportunity. Elementis, a specialist chemicals and

minerals company, and Euromoney, one of our B2B media

investments, both suffered significant share price falls

during the broader market sell off in Q1 2022 despite

continuing to deliver robust trading performances. We saw

the share price falls in both as unwarranted, and used this

weakness to grow our weightings.

Through the year the share prices and ratings of NCC,

a provider of cyber security services, and Chemring a

provider of countermeasures and technology to the

defence sector, were volatile as sentiment to their sectors

(technology and defence respectively) shifted. In both we

took profits when share prices were high and redeployed

capital into other holdings. Conversely, we were happy to

make material further investments when shares fell later

in the period despite robust trading updates, and we saw

the risk/reward balance in each becoming highly attractive

again.

As a result of this investment activity, industrials has

become the largest sector exposure of the portfolio,

reflecting the variety of special situations we have found in

this sector where we see self-help and ongoing Covid-19

recovery as being overlooked by the market. It is notable

that almost half of the industrials exposure is in the B2B

electronics area, where the portfolio had zero exposure at

the beginning of the period. In our view the B2B electronics

holdings exhibit very distinctive investment cases and are

not simply a cyclical play.

Through the period we realised £68.2m from disposals,

with six positions fully exited raising £45.5m. Of this,

£33.6m was realised from three companies which had

received takeover offers and were fully exited by the end

of March 2022. We also decided to exit some of the <2%

“toe hold” positions, where companies had delivered ahead

of expectations and/or where we believed that better risk/

reward opportunities were elsewhere in the portfolio.

The largest single position exited was that of Clinigen

which returned £18.9m following the takeover of the

group by Triton Private Equity in January. The bid came

following a number of disappointing trading updates

from Clinigen and a period where we had been actively

engaged with the company (alongside other shareholders)

to encourage changes in corporate governance to help the

company to achieve its potential. We regarded the final

premium of c.51% as attractive. The investment delivered a

cash multiple of 1.4x and IRR of 32%.

Vectura was first bid for in May 2021 and we commented

upon this in the interim report. This disposal returned

£11.6m, and an achieved cash multiple of 1.7x and 40%

IRR. A smaller holding in Intertrust, a Dutch listed fund

administration services company, was also subject to bid

approaches from multiple suitors in November 2021. The

winning bid from CSC represented a premium of 59% to

the undisturbed share price.

These corporate actions mean that, since November 2019,

six portfolio companies have been subject to completed

bids, with an average Day 1 bid premium of more than

50%.

Engagement with portfolio companies was centred

around corporate governance, investor relations and ESG

disclosure during the period. Of the 235 resolutions we

voted on at general meetings, there were 22 votes against and

1 abstention. At one AGM we voted against or abstained

against more than 40% of the resolutions. On a positive

note, it is pleasing to see that our portfolio companies’

ESG disclosure is improving, with the proprietary scoring

system used by our ESG data partner showing encouraging

progress for many companies.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Portfolio detail

At the end of the period under review, the portfolio comprised 15 companies.

Key updates for each position through the period are detailed below:

Elementis is a leading producer of specialty chemicals focused on

personal care, talc and coatings markets.

% NAV: 14%

Sector: Industrials

Performance in period

The year started for Elementis with a bid approach from US peer Innospec Inc at a proposed 160p per share. This was

rebuffed by the board in short order as materially undervaluing the group – a view we supported.

Trading for the group through the year was subsequently strong, with an ongoing demand recovery in its Coatings,

Personal Care and Chromium businesses, offsetting slower recovery in the more auto market exposed Talc division.

With the public markets broadly concerned on the outlook for inflation and its impact on industrial names, it was

particularly pleasing to see Elementis deliver strong price rises and express confidence that its unique products and

market position leave it well placed to protect margins through a period of rising prices.

Outlook

We continue to view Elementis as one of the most attractive industrial investment opportunities in the market. As

long as Covid-19 variants do not further disrupt the global economy, the business is well placed to see ongoing volume

recovery, has been successfully raising prices to offset input cost increases and is benefitting from self-help actions

(notably the opening of a new low-cost facility in India). With the current value of the group largely underpinned by

the mineral assets the group owns and having already seen strategic interest, there are multiple routes for value growth

from current levels with a well-protected downside. A recently-muted sale of the chromium chemicals division would

accelerate the de-gearing from the company’s strong cashflow and likely lead to a re-rating.

Leading independent designer and manufacturer of industrial inkjet

print heads

% NAV: 11%

Sector: Industrials

Performance in period

Results for Xaar through the year have shown strong growth in printer head sales notably in the group’s core ceramics

and glass end markets. This growth has been delivered through the self-help actions of the new management team in

correcting past mistakes and re-building credibility of the group with its channel partners. This revenue growth has

led to rapidly improving profitability as the well invested manufacturing infrastructure of the group is better utilised.

Alongside the financial performance, the group has continued to deliver on time and on budget new product releases

from its R&D pipeline, and through small bolt-ons has added additional product ranges. Both these actions stand to

significantly increase the total addressable market of the group going forward.

Outlook

We remain positive on the medium and long term prospects of Xaar. The strong growth in OEM partners developing

new printing systems based on Xaar print heads bodes well for future sales in the near to mid-term. Beyond this, we

are particularly excited by Xaar’s planned development and launch of new printer heads compatible with aqueous inks.

These will allow the group to increase its addressable market very materially by accessing new segments in textile and

wide format graphics printing, which combined are more than 5x the size of the glass and ceramics market. The group’s

unique technology and its ability to print high viscosity fluids offer material cost savings and environmental benefits

to customers.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Global B2B information business providing data, pricing information

and insight to the asset management, commodities and a range of

financial services markets.

% NAV: 10%

Sector: TMT

Performance in period

Euromoney’s performance through the year has been characterised by ongoing robust growth in its data subscription

businesses (notably the pricing business – FastMarkets) and the start of a Covid-19 recovery in the in-person events

driven parts of the business. Alongside this, the group has continued to use its strong net cash balance sheet to complete

a number of bolt-on acquisitions, notably building an interesting, fast growth subscription-based people intelligence

business.

Outlook

We see Euromoney as offering significant value at current levels. The group has been transformed in recent years, with

a growing share of revenues from subscription-based business lines in growth markets. The group is well positioned to

benefit from the ongoing Covid-19 recovery in the events focused business and the turnaround in the historically more

challenged Asset Management division being delivered ahead of expectations. Shares do not reflect the value in the

group today when evaluated on a sum-of-the-parts basis, and we note significant strategic and private equity interest in

B2B information assets at ratings significantly above that currently ascribed to Euromoney. The recent Investor Teach-

In on its People Intelligence business demonstrated additional potential hidden value in the group.

Leading independent provider of software escrow services and cyber

security consulting provided through the Assurance division.

% NAV: 9%

Sector: TMT

Performance in period

The key event for NCC in the first half of the year was the £156m acquisition of the software resilience assets from

peer Iron Mountain. This acquisition gave NCC the leading position in the highly fragmented US market for software

escrow and was executed at an attractive valuation of c.10x EBITDA before synergies.

Through the year group trading has been broadly in-line with expectations. The cyber security consulting focused

Assurance division delivered improving revenue growth as client demand flowed back following Covid-19 lockdowns.

Pleasingly this division delivered improving gross margins with rising consultant costs being offset by increased prices,

global sourcing and improving utilisation.

The software resilience (escrow) division showed weaker performance at the beginning of the period with sales force

churn impacting revenue growth and potentially the division suffering from some distraction during the integration of

the Iron Mountain acquisition. Pleasingly, improving momentum in recent months, a now fully staffed sales force and

easier comparatives bode well for improving performance.

Outlook

NCC is playing in a market exposed to strong secular growth driven by demand for cyber security consulting. The

group has leading depth of expertise, a strong client base and a unique global footprint making it well placed to benefit

from this trend. The software resilience division is lower growth, but still provides a service needed even as software

increasingly shifts to SaaS delivery, and offers highly attractive profit and cash margins.

The current rating is in our view very undemanding for the company’s growth profile, strong cash generation and leading

positions in strategically interesting markets.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Leading UK distributor of hydraulic and pneumatic components. % NAV: 9%

Sector: Business

Services

Performance in period

Flowtech saw a strong recovery from Covid-19 during the period with volumes approaching 2019 levels by the end

of the year. This recovery fed into strongly improving margins. Particularly pleasingly the group managed to maintain

gross margins and appears well positioned in its market to weather any inflationary pressures.

The year also saw encouraging operational progress. The group had delivered on self-help actions around cost savings

and working capital improvement ahead of and through the pandemic. Focus through the period shifted towards the

potential to accelerate revenue growth through investing in an improved digital platform for driving online sales and a

new customer data platform to give better insights into opportunities within the group’s existing client base.

Outlook

We believe that Flowtech is well placed to see continuing improving performance through the coming year. With a fair

macro outlook, volumes should continue to see the final benefits from a Covid-19 recovery with the reorganised group

structure and cost base delivering a strong drop through to profits.

We are particularly excited to see the launch of the group’s new digital platform. The ability to directly access customers

and drive demand (for example through SEO) gives the scope for the group to gain share in a market characterised by

underdeveloped online offerings. Delivery of this new stage of the self-help programme would demonstrate that the

group has built a high-quality operating platform. We see this as then potentially attractive to larger trade acquirors

(who would bring significant synergies) or alternatively leaves Flowtech well placed to return to looking at M&A

offering a further leg to the equity story.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

New top 10 position

Leading provider of SIPP administration services % NAV: 9%

Sector: Financial

Services

Curtis Banks is a leading provider of administration services to SSIP and SSAS schemes in the UK. The group manages

over c.80,000 schemes with c.£37bn of assets including c.£1bn of client cash. We materially scaled our weighting in

Curtis Banks in late 2021 moving it to be a top 10 position.

Curtis Banks enjoys a strong market position serving clients with larger, more complex SIPPs. For this client group

Curtis’s high service level, flexibility, range of investment options and fixed fee model (rather than charging a % of

assets) is an attractive proposition. This book of SIPP clients offers a highly visible base of recurring fee income which

has inflation linked pricing. With the potential to grow the volumes of clients in Curtis’s key focus areas as the SIPP

market matures, the group is well placed to generate long term revenue growth and high levels of cash generation.

The above characteristic of Curtis’s business – high stability, cash generation and inflation linkage, offers high levels of

downside protection to an investment, but excitingly we see multiple ways to drive an attractive upside return. Firstly,

the group is undergoing a process of self-help to better integrate multiple legacy IT systems brought together through

M&A. This program will reduce annual IT spend but also offer significant opportunities to improve operational

efficiency at the group. Current group margins of c.23% are below those of peers and management’s target of reaching

30% through their actions look readily achievable.

Secondly, Curtis generates interest income on client cash balances. Some of this is passed to clients and some retained

by the group. In recent years low bank base rates have significantly reduced this income stream, however in a rising rate

environment this income stream should grow meaningfully.

Further, Curtis currently only provides administration services to its clients a number of whom do not receive any

financial advice around their pensions (neither investment advice nor financial planning). This pool of relatively

wealthy clients represents an interesting opportunity for cross sale of advice either by a partner of or by Curtis itself.

This capture of more of the value chain represents a longer-term opportunity for the group.

Finally, we note the pensions advice and administration market is one where there has been significant M&A in recent

years with material synergies available to acquirors. We see Curtis as a highly attractive asset in any consolidation, or in

a strong position to continue rolling up smaller players.

We have four mid-sized investments in Dialight, Chemring, Wilmington, and Benchmark. Dialight is a new position,

built during the past six months; our investment thesis was detailed in the September 2021 interim report. The investment

cases for the other names have been described in prior reports.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Designer and manufacturer of LED lighting solutions primarily sold

into hazardous industrial environments

% NAV: 6%

Sector: Industrials

Performance in period

Dialight demonstrated strong revenue progression through the year as the group recovered from Covid-19. The group

moved rapidly early in the period to build inventory to manage supply chain challenges and also successfully raised

prices to offset cost inflation. The self-help story for the group continued, with strong progress in MRO revenues

demonstrating that management’s actions were rebuilding market share lost through historic missteps. The revenue

performance was matched with expanding gross margins which saw the group return to profitability. With demand for

capex projects coming through in the market and Dialight’s pipeline strong, the group flagged a positive outlook for

2022.

Outlook

Dialight’s self-help story continues to progress. Management have corrected past mistakes around manufacturing and

supply chain and have managed the group well through Covid-19. The business is now well placed to continue to regain

lost share in its core industrial end markets (notably in the US).

We see see Dialight as a strong recovery ‘special situation’ where its sales footprint and market position (especially in

North America) has significant strategic value. The EV/Sales multiple appears undemanding given this, and the group’s

growth prospects.

Chemring produces countermeasures for aircraft, sophisticated sensor

products, and energetic devices including rocket components and

provides contracted R&D for governments – primarily serving the

defence sector.

% NAV: 6%

Sector: Industrials

Performance in period

Chemring continued its recent record of delivering to expectations during the year. The group achieved decent organic

revenue growth, improving margins and strong cash generation. At a divisional level the Roke cyber security business

continued its impressive recent performance delivering double digit growth. This part of the business continues to

increase in importance and was bolstered with bolt on M&A through the year. We see significant overlooked value in

this leading business in a long-term growth area.

Outlook

We see Chemring as well placed to continue to deliver going forward. The group will benefit from growth in its end

markets, both the roll out of the F-35 platform and growing spend on detection, cyber and electronic warfare defence

technologies. The tragic recent events in Ukraine are likely to only accelerate these trends. Near term order books are

strong, and key further large US contract decision points are expected in late 2022, and with the group nearing a net

cash position we would expect further bolt-on M&A. We believe that there are significant opportunities to drive future

value.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

B2B information, training and media provider focused on the

compliance, healthcare and professional business markets.

% NAV: 6%

Sector: TMT

Performance in period

Wilmington delivered strong results through the year delivering upgrades. The group’s significant subscription

businesses continued their steady track record of growth and pleasingly towards the end of the period the group saw a

strong return of in-person events and training. Notably the group’s large US healthcare conference ran successfully in

March 2022 delivering revenue above that seen in 2019.

An improving top line was delivered alongside strong margins. The group has benefitted from significant management

action before and through the pandemic. The group has been reorganised into two division with a clear view on what

makes a ‘Wilmington’ business with non-core divisions being disposed of or shut down. This greater focus has been

coupled with investment in back-office IT platforms and increased sharing of resources across business units. We believe

this offers exciting opportunities for accelerating growth and building margins going forward.

Outlook

Wilmington has made significant progress in recent years and is now well placed to continue to deliver going forward.

The group should benefit from some further Covid-19 recovery and continue to drive attractive growth in its

subscription businesses. The groups strong cash generation has left it with a net cash balance sheet and we would expect

to see it completing further bolt-on M&A in its core focus areas going forward.

Wilmington has built a clearer, simpler operating model. The high levels of recurring subscription revenue combined

with cash generation make this a highly valuable asset in a sector where we have seen significant M&A activity at

attractive valuations. We believe that this optionality is not reflected in the current share price.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Benchmark has leading positions in key parts of the growing global

aquaculture market. The group is a leading provider of genetics services

to the salmon market, production of early-stage nutrition products

primarily for the shrimp market and a developer of health products

for the salmon market.

% NAV: 5%

Sector: Healthcare

Performance in period

Benchmark’s results showed some consistent trends through the year driving improving performance and upgrades.

Performance in the Genetics division remained strong on the back of continued demand for salmon eggs, the Nutrition

division saw a bounce back from Covid-19 lows as re-opening drove increased demand through the market for shrimp.

Critically, the year also saw the regulatory approval and commercial launch of the Health division’s new sea lice treatment

for salmon – ‘BMK08/Cleantreat’. This drug and treatment method combination is the first new sea lice treatment

released to market in a decade and addresses the salmon farming industry’s number one health issue. Benchmark’s

unique Cleantreat system ensures that no chemicals are released into the environment and the efficacy of the treatment

is very high. Initial sales and interest for this key product have been very positive.

Outlook

We see 2022 as a critical year of delivery for Benchmark. The group will look to roll out the BMK08/Cleantreat offer to

an increasing number of clients through the year, the nutrition division should continue its Covid-19 recovery and the

genetics business should benefit from new salmon facilities reaching maturity. All of these should support continued

profit progression and move the group towards positive cash generation.

Benchmark remains a highly interesting asset with leading positions in markets exposed to the growing demand for

aquaculture. This potential appears somewhat overlooked by the wider UK market at current prices. We note the

company is considering a move of listing to Oslo where there is more depth of expertise in aquaculture, investors who

may better appreciate the value the business, and where its two largest shareholders hail from. We are able to hold Oslo

listed shares and view such a move as potentially interesting.

The remaining five investments represent between c.1% and 4% of NAV each. These are spread across our core focus

sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive.

At the end of the period, 40% of the invested portfolio by value was invested in companies which had net cash on their

balance sheets. Only two portfolio companies had higher debt than would be normal. One of these, Elementis, enjoys

considerable asset backing due to the decades of mineral resources it owns. The portfolio traded through the worst of

March 2020 without any company needing to raise equity. As a result of these factors, and given the strong cashflow of

many portfolio companies, we believe that portfolio companies balance sheets are well placed to withstand any short-term

economic difficulties.

Portfolio Manager’s Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Portfolio Manager’s Report (continued)

Outlook

At the time of preparation, the investment community

seems pre-occupied by the possible outcomes for inflation

and interest rates, the prospects of stagflation, monetary

policy errors and whether 2023 will herald a recession.

The Ukraine war remains ongoing, but the market has

seemingly decided it will either drag on for some time and/

or a managed exit with no significant aftermath is likely.

The yield on 10 year US treasuries is now nearly 3.0%,

compared with 0.5% at the trough in August 2020, with

yields increasing notably since the start of 2022.

Volatility at a market and at a stock level is clearly

increasing. As monetary stimulus is being withdrawn, there

is less cheap money to back speculative investments, and

the risk-free rate has gone up. Whilst growth stocks have

generally de-rated, we cannot rule out further declines in

valuations. We are still struggling to justify the ratings that

some UK growth companies trade at, despite in many cases

very material share price drops since last August.

In current markets, delivering to expectation or even giving

a small earnings upgrade is not always rewarded by an

increase in the share price. Highly rated growth companies

which disappoint are experiencing material falls in their

share prices. The market is becoming much more discerning

on which growth investment situations it believes are

sustainable, and the price for which it is prepared to pay

for growth as interest rates rise. This is likely to provide

investment opportunities as perfectly decent companies

de-rate on more modest earnings expectations.

In lower growth, and more lowly rated companies, an

ability to deal with inflation will provide opportunity.

Where companies are able to pass on price increases

quickly and at least recover or over-recover costs, shares

should perform well. Uncertainty or temporary de-

ratings of these companies provides opportunity. Where

companies disappoint by only passing on inflation with

a time lag, it’s possible that their shares get temporarily

de-rated. These situations provide opportunity provided

there is confidence that the business model and customer,

competitor and supplier dynamics are such that costs will

get passed through.

We expect that the spectre of recession and the instability

caused by the Ukraine situation will probably temper

enthusiasm to raise interest rates as much and as quickly as

initially expected. The optimists on inflation have pointed

to resource prices peaking in the autumn, combined with

supply chain unwinds leading to lower inflation data in

Q4 2022 and early 2023. In any event, consumers have got

used to low interest rates and it’s likely that any increases,

combined with the “cost of living” increase could starve off

discretionary expenditure.

In many industrial markets, inventories are at a low level,

demand is strong and order books are long. In several cases

(e.g. European Automotive) production is still way below

both demand and previous production peaks. Material

long term downside in these industries seems unlikely.

Overall, we believe it will be a period where there will

be considerable divergence in performance in individual

companies and across sectors. In such an environment,

we will continue our investment strategy of a) having

protected a downside case b) being valuation aware

(i.e. not buying or continuing to hold stocks which are

over priced) c) seeking above average quality assets with

market leadership positions and ideally geographically

diverse revenues and d) focusing on companies with self-

help opportunities to improve their fundamental value

regardless of the gyrations of the stock market. One of

the greatest benefits of being unconstrained investors (i.e.

not attempting to beat an index) is that we can invest in

sectors as and where we see there is value, and equally avoid

sectors which are hot or fundamentally overvalued and/or

unattractive. Sectors go in and out of fashion and having a

clear framework to be able to evaluate fair-value helps us to

use these fashions to unearth good opportunities.

Across the portfolio, there are many companies which

exhibit multiple self-help and special situations, where

value can be created through initiatives such as: cost

reduction; enhanced sales growth through better R&D

efficacy; disposing of assets or business units to help close

a valuation which is below the sum of parts value; recovery

or growth of market share through better sales execution.

Whilst the portfolio has benefitted from considerable

M&A over the past two years, we would not rule out

further upside from M&A involving bids for portfolio

companies. Indeed, post the period end RWS (which we

inherited through the all-shares takeover for SDL) has

been involved in bid speculation.

In our view, many portfolio companies offer considerable

cost synergies to potential trade buyers, as well as

possessing strategic value and potential which perhaps

other larger industry players can extract more value from

than can be achieved as a standalone business. Corporate

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Portfolio Manager’s Report (continued)

balance sheets are generally strong and large corporates

are generally buyers rather than sellers of assets. There

are also a number of companies where we think there is

an arbitrage opportunity given the source of its revenue.

For example, a portfolio company with largely North

American and international revenues (typically in US$)

can be undervalued by the UK stock market as there are

few comparators for valuation. If their shares continue to

trade at a discount to international peers, it is likely that

they may become targets for overseas corporate buyers.

Meanwhile, with nominal interest rates remaining low and

real rates still probably negative, it seems unlikely that the

private equity industry, with its material “dry powder” of

uninvested funds, will suddenly pull back from seeking to

takeover UK quoted companies.

We always tend to prefer a trade or corporate buyer to a

private equity buyer of our portfolio companies. This

is because corporate buyers tend to have a lower cost of

capital for acquisitions and bring cost synergies. Many of

our companies have net cash balance sheets and/or have

materially less gearing than their cashflows could manage,

and more conservative gearing than they would do in

private ownership.

Absent a deep and protracted recession, we believe there is

good medium to long term upside in the existing portfolio,

even without any further M&A interest.

Stuart Widdowson | Ed Wielechowski

Odyssean Capital LLP

1 June 2022

ODYSSEAN INVESTMENT TRUST PLC

Company Sector

Country of

Listing

Cost

£’000

Valuation

£’000

% of

Net Assets

Elementis Industrials UK 16,446 21,420 13.6

XAAR Industrials UK 8,459 16,655 10.6

Euromoney Institutional In TMT UK 14,042 15,264 9.7

NCC Group TMT UK 15,423 13,961 8.8

Flowtech Fluidpower Business Services UK 10,514 13,894 8.8

Curtis Banks Group Financial Services UK 12,215 13,338 8.5

Dialight Industrials UK 8,428 9,828 6.2

Chemring Group Industrials UK 7,075 9,765 6.2

Wilmington TMT UK 5,542 9,030 5.7

Benchmark Holdings Healthcare UK 7,562 7,560 4.8

Top ten equity investments 105,706 130,715 82.9

Other equity investments* 22,776 24,633 15.5

Total equity investments 128,482 155,348 98.4

Cash and other net current assets 2,468 1.6

Net assets 157,816 100.0

* Other equity investments include five investments, each representing between c.1% and 4% of NAV. These are spread across our core focus sectors and all offer

scope to scale, subject to further due diligence and pricing remaining attractive.

as at 31 March 2022

Portfolio of Investments

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Portfolio holdings

13.6%

10.6%

9.7%

8.8%

8.5%

6.2%

1.6%

8.8%

5.7%

4.8%

15.5%

Elementis

XAAR

Euromoney

NCC Group

Cash and other

net current assets

Curtis Banks

Flowtech

Fluidpower

Dialight

Chemring

Wilmington

Benchmark

Other equity

investments

Geographical revenue exposure

(% of invested capital)

25.5%

Rest of the

World

Europe Other

31.5%

23.2%

19.8%

Holdings by sector

4.3%

39.8%

8.4%

8.7%

8.8%

28.4%

Business

Services

Other equity

Cash and other

net current assets

Industrials

TMT

Healthcare

Financials

Services

1.6%

Market capitalisation

(% of invested capital)

53.5%

43.3%

3.2%

Below £150m

£150m-£750m

Over £750m

as at 31 March 2022 (% of net assets)

As at 31 March 2022, the net assets of the Company were £157.8m.

Distribution of Investments

ODYSSEAN INVESTMENT TRUST PLC

The Strategic Report, set out on pages 6 to 45, contains a

review of the Company’s business model and strategy, an

analysis of its performance during the financial year ended

31 March 2022 and its future developments and details of

the principal risks and challenges it faces. In particular, the

Chairman’s Statement on pages 7 to 9 and the Portfolio

Manager’s Report on pages 10 to 23 concentrate on the

outlook for the current year and the factors likely to affect

the position of the business. The Strategic Report has been

prepared solely to provide information to shareholders to

enable them to assess how the Directors have performed

their duty to promote the success of the Company.

The Strategic Report contains certain forward-looking

statements. These statements are made by the Directors

in good faith based on the information available to them

up to the date of this report and such statements should

be treated with caution due to the inherent uncertainties,

including both economic and business risk factors,

underlying any such forward-looking information.

Further information on how the Directors have discharged

their duty under Section 172 of the Companies Act 2006

can be found on pages 27 to 32.

Business model

Status of the Company

The Company was incorporated on 21 December 2017

and the IPO took place on 1 May 2018. It is registered

in England and Wales as a public limited company and is

an investment company within the terms of section 833

of the Companies Act 2006. The principal activity of the

Company is to carry on business as an investment trust. The

Company has been approved by HM Revenue & Customs

as an authorised investment trust under sections 1158 and

1159 of the Corporation Tax Act 2010, subject to there

being no subsequent serious breaches of regulations. In

the opinion of the Directors, the Company is directing

its affairs so as to enable it to continue to qualify for such

approval.

The Company’s shares have a listing on the premium

segment of the Official List of the FCA and trade on the

LSE’s main market for listed securities.

The Company is a member of the AIC, a trade body which

promotes investment companies and also develops best

practice for its members.

Strategy for the year ended 31 March 2022 and Strategic

Review

Throughout the year ended 31 March 2022, the Company

continued to operate as an approved investment trust,

following its investment objective and policy.

During the year, the Board made all strategic decisions

for the Company. Odyssean Capital LLP and Frostrow

Capital LLP undertook all strategic and administrative

activities on behalf of the Board, which retained overall

responsibility.

Purpose

The purpose of the Company is to achieve predominantly

capital growth in our shareholders’ wealth over time. It

aims to achieve this by using its closed-ended structure

to invest in a concentrated number of less liquid, higher-

quality smaller quoted companies, which the Portfolio

Manager believes are undervalued and could be generating

higher returns for their shareholders. The long-term nature

of the Company’s capital enables the Portfolio Manager to

undertake constructive corporate engagement with the

underlying portfolio companies and their stakeholders,

on financial and operating performance, strategy and

sustainability, specifically ESG practices.

Sustainable improvement in a smaller quoted company’s

financial and operational performance, and ESG practices,

not only benefit the shareholders of the Company, but

also the shareholders and stakeholders in the underlying

portfolio companies.

Investment objective

The investment objective of the Company is to achieve

attractive total returns per share principally through capital

growth over a long-term period.

Investment policy

The Company’s full investment policy is set out on pages3

and 4 and contains information on the policies which the

Company follows, including in relation to borrowings,

derivatives, hedging as well as ethical and sustainability

investment restrictions. The Company invests primarily in

smaller company equities quoted on markets operated by

the LSE, where the Portfolio Manager believes the securities

are trading below intrinsic value and where this value can be

increased through strategic, operational, management and/or

financial initiatives.

Business Review

ODYSSEAN INVESTMENT TRUST PLC

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Additional Information

and Notice of AGM

Overview

Any material change to the Company’s investment policy

would require the approval of shareholders by way of an

ordinary resolution at a general meeting and the approval

of the FCA. Non-material changes to the investment

policy may be approved by the Board.

Portfolio analysis

A detailed review of how the Company’s assets have been

invested is contained in the Chairman’s Statement on pages 7

to 9 and the Portfolio Manager’s Report on pages 10 to 23.

A list of all the Company’s investments is contained in the

Portfolio of Investments on page 24.

Dividend Policy

It is the Company’s policy to pursue attractive total returns

principally through growth over the long term. The Company

will comply with the investment trust rules regarding

distributable income, which require investment trusts to

retain no more than 15% of their investment income each

year. The Company will only pay the minimum dividend

required to maintain investment trust status. No dividend will

be proposed for the year ended 31 March 2022.

The Board

The Board of the Company comprises Jane Tufnell

(Chairman), Arabella Cecil, Peter Hewitt and Richard King,

all of whom are independent non-executive Directors and

served during the whole year under review and up to the date

of signing the report. All Directors will stand for re-election

at the forthcoming Annual General Meeting. Further

information on the Directors can be found on page 47.

Board Focus and Responsibilities

With the day to day management of the Company

outsourced to service providers the Board’s primary focus at

each Board meeting is reviewing the investment performance

and associated matters, such as, inter alia, future outlook

and strategy, gearing, asset allocation, investor relations,

marketing, and industry issues.

In line with its primary focus, the Board retains responsibility

for all the key elements of the Company’s strategy and business

model, including:

● Investment Objective and Policy, incorporating the

investment guidelines and limits, and changes to these;

● whether the Manager should be authorised to gear the

portfolio up to a pre-determined limit;

● review of performance against the Company’s key

performance indicators (“KPIs”);

● review of the performance and continuing appointment

of service providers; and

● maintenance of an effective system of oversight, risk

management and corporate governance.

Details of the principal KPIs, along with details of the principal

risks, and how they are managed, are given on page33.

Section 172 statement

Overview

The Directors’ overarching duty is to act in good faith and

in a way that is the most likely to promote the success of the

Company as set out in Section 172 of the Companies Act

2006. In doing so, Directors must take into consideration

the interests of the various stakeholders of the Company,

the impact the Company has on the community and the

environment, take a long-term view on consequences of

the decisions they make as well as aim to maintaining a

reputation for high standards of business conduct and fair

treatment between the members of the Company.

Fulfilling this duty naturally supports the Company in

achieving its investment objective and helps to ensure that

all decisions are made in a responsible and sustainable way.

In accordance with the requirements of the Companies

(Miscellaneous Reporting) Regulations 2018, the

Company explains how the Directors have discharged

their duty under Section 172 below.

To ensure that the Directors are aware of, and understand,

their duties they are provided with the pertinent

information when they first join the Board as well as receive

regular and ongoing updates and training on the relevant

matters. Induction and access to training is provided for

new Directors. They also have continued access to the

advice and services of the Company Secretary, and when

deemed necessary, the Directors can seek independent

professional advice. The schedule of Matters Reserved

for the Board, as well as the Terms of Reference of its

committees are reviewed on an annual basis and further

describe Directors’ responsibilities and obligations and

include any statutory and regulatory duties. The Audit

Committee has the responsibility for the ongoing review

of the Company’s risk management systems and internal

controls and, to the extent that they are applicable, risks

related to the matters set out in Section 172 are included

Business Review (continued)

ODYSSEAN INVESTMENT TRUST PLC

Business Review

in the Company’s risk register and are subject to periodic

and regular reviews and monitoring.

Stakeholders

A company’s stakeholders are normally considered to

comprise its shareholders, its employees, its customers,

its suppliers as well as the wider community in which

the company operates and impacts. The Company is

different in that as an investment trust it has no employees

and, significantly, its customers are synonymous with its

shareholders. In terms of suppliers, the Company receives

professional services from a number of different providers,

principal among them being the Portfolio Manager. The

Board believes that the wider community in which the

Company operates encompasses its portfolio of investee

companies and the communities in which they operate.

Details of how the Board considers the needs and priorities

of the Company’s stakeholders and how these are taken

into account during all its discussions and as part of its

decision-making are detailed below. All discussions involve

careful considerations of the longer- term consequences of

any decisions and their implications for stakeholders.

ODYSSEAN INVESTMENT TRUST PLC

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Stakeholder Board Engagement

Shareholders

Continued shareholder

support and engagement

are critical to existence

of the business and the

delivery of the long-

term strategy of the

Company.

The Board is committed to maintaining open channels of communication and to engage

with shareholders in a manner which they find most meaningful, in order to gain an

understanding of the views of shareholders. These include:

– Annual General Meeting – The Company welcomes and encourages attendance, voting

and participation from shareholders at the AGM, during which the Directors and the

Portfolio Manager are available to discuss issues affecting the Company and answer any

questions. The Portfolio Manager provides a presentation at the AGM on the Company’s

performance and its future outlook. The Company values any feedback and questions it

may receive from shareholders ahead of and during the AGM.

– Publications – The Annual and Interim Reports of the Company are made availableon

its website and the Annual Report is circulated to shareholders. These reports provide

shareholders with a clear understanding of the Company’s portfolio and financial position.

This information is supplemented by a monthly factsheet and regular presentations which

are available on the website. Feedback and/or questions the Company receives from

the shareholders help the Company evolve its reporting, aiming to render the reports

andupdates transparent and understandable.

– Shareholder meetings – The Portfolio Manager and the Company’s Broker are in

regular contact with major shareholders. The Chairman and the other Directors are

available to meet with shareholders to understand their views on governance and the

Company’s performance where they wish to do so. Shareholders are also able to meet with

the Portfolio Manager and the Marketing Team of Frostrow Capital LLP (“Frostrow”)

throughout the year, either in person or via video conference. The results from all meetings

between the Portfolio Manager, Frostrow, the Broker and shareholders, and the views of

the shareholders are reported to the Board on a regular basis.

– Shareholder concerns – In the event shareholders wish to raise issues or concerns

with the Directors, they are welcome to do so at any time by writing to the Chairman.

Other members of the Board are also available to shareholders if they have concerns

that have not been addressed through the normal channels. Shareholders wishing to

communicate directly with the Board should contact the Company Secretary at the

registered office address on page 106.

– Investor relations updates – At every Board meeting, the Directors receive updates

from the Company’s Broker on the share trading activity, share price performance and

any shareholders’ feedback, as well as updates from the Portfolio Manager and from

Frostrow. To gain a deeper understanding of the views of its shareholders and potential

investors, the Portfolio Manager and Frostrow also meet regularly with shareholders.

Any pertinent feedback is taken into account when Directors discuss the share capital

and any possible fundraisings. The willingness of the shareholders, including the

partners and staff of the Portfolio Manager, to maintain their holdings over the long-

term period is another way for the Board to gauge how the Company is meeting its

objectives and suggests a presence of a healthy corporate culture.

– Consultations with Shareholders – As noted in the Chairman’s Statement on page8,

the Board proposed a merger with Strategic Equity Capital plc at the end of 2021.

Inthe course of its deliberations, the Board also sought the views of large shareholders

to gauge support for the proposal.

Business Review (continued)

ODYSSEAN INVESTMENT TRUST PLC

Business Review (continued)

Stakeholder Board Engagement

The Portfolio Manager

The Portfolio Manager’s

performance is critical

for the Company to

successfully deliver its

investment strategy and

meet its objective to

provide shareholders

with attractive total

return over a long-term

period.

The management of the Company’s portfolio is delegated to the Portfolio Manager, which

manages the assets in accordance with the Company’s objectives and policies. At each Board

meeting, representatives from the Portfolio Manager are in attendance to present reports to

the Directors covering the Company’s current and future activities, portfolio of assets and

its investment performance over the preceding period.

Maintaining a close and constructive working relationship with the Portfolio Manager is

crucial as the Board and Odyssean both aim to continue to achieve consistent, long-term

returns in line with its investment objective. Important components in the collaboration

with the Portfolio Manager, representative of the Company’s culture, are:

– Operating in a fully supportive, co-operative and open environment and maintaining

ongoing communication with the Board between formal meetings;

– Encouraging open discussion with the Portfolio Manager, allowing time and space for

original and innovative thinking;

– Recognising that the interests of shareholders and the Portfolio Manager are for the

most part well aligned, adopting a tone of constructive challenge, balanced with robust

negotiation of the Portfolio Manager’s terms of engagement if those interests should not

be fully united;

– Drawing on Board members’ individual experience and knowledge to support the

Portfolio Manager in its monitoring of and engagement with portfolio companies; and

– Willingness to make the Board members’ experience available to support the Portfolio

Manager in the sound long-term development of its business and resources, recognising

that the long-term health of the Portfolio Manager is in the interests of shareholders in the

Company.

The management arrangements are set out in greater detail on pages 34 and 35. In addition

to the management fee, the Portfolio Manager also receives a performance fee if certain

circumstances are met. In respect of the year ended 31 March 2022, a performance fee

of £2,436,000 (2021: £1,825,000) has been accrued. The Board is very happy with the

outperformance which is being rewarded in this fashion and, as detailed in the prospectus,

that 50% of the performance fee will be invested by the Portfolio Managers in purchasing

shares in the Company, thus further aligning their interests with those of other shareholders.

Portfolio companies

The Company invests into

available opportunities,

allocating capital across

different portfolio

companies to meet the

Company’s investment

objectives within the

pre-defined portfolio

limits and with a focus

on portfolio level

diversification.

The relationship with the Portfolio Manager is fundamental to ensuring the Company

meets its purpose. Day-to-day engagement with portfolio companies is undertaken by the

Portfolio Manager. Details of how Odyssean carries out portfolio management, as well as

information on its differentiated investment approach and the structuring of investments

can be found in the Portfolio Manager’s report on pages 10 to 23. The Board receives updates

at each scheduled Board meeting from the Portfolio Manager on specific investments

including regular valuation reports and detailed portfolio and returns analyses. Odyssean’s

engagement with portfolio companies incorporates recurring due diligence reviews, active

voting at their annual general meetings, discussions with their stakeholders (including but

not limited to executives, non-executives, other shareholders and corporate advisors) and

on-site visits.

In particular, the Board strongly supports the Portfolio Managers in engaging with

portfolio companies on ESG issues with the aim of improving operations, ESG standards

and performance as well as company culture.

ODYSSEAN INVESTMENT TRUST PLC

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Stakeholder Board Engagement

Other service providers

In order to function as

an investment trust with

a premium listing on

the LSE, the Company

relies on a diverse range

of reputable advisors for

support in meeting all

relevant obligations.

The Company’s main functions are delegated to a number of service providers, each engaged

under separate contracts. The Board, together with Frostrow as Company Secretary,

maintains regular contact with its key external providers and receives regular reporting

from them, both through the Board and committee meetings, as well as outside of the

regular meeting cycle. Their advice and views are routinely taken into account. This regular

interaction provides an environment where issues and business developments needs can be

dealt with efficiently and collegiately.

The Audit Committee reviews and evaluates the financial reporting control environments

in place at each service provider.

Through its Management Engagement Committee, the Board formally assesses their

performance, fees and continuing appointment annually to ensure that the key service

providers continue to function at an acceptable level and are appropriately remunerated to

deliver the expected level of service.

The above mechanisms for engaging with stakeholders are kept under review by the Directors and will be discussed on a

regular basis at Board meetings to ensure that they remain effective.

Business Review (continued)

ODYSSEAN INVESTMENT TRUST PLC

Business Review (continued)

Key topics of engagement with stakeholders and outcomes

Key topics of engagement with investors

● Ongoing dialogue with shareholders concerning the

strategy of the Company, performance, the portfolio

and ESG issues.

Actions taken and principal decisions

● The Portfolio Manager, Frostrow and the Broker meet

regularly with shareholders and potential investors

to discuss the Company’s Strategy, performance, the

portfolio and any ESG issues which might be raised.

● Shareholders are provided with performance updates

via the Company’s website as well as the usual

financial reports and monthly factsheets.

● Large shareholders were consulted in respect of the

proposed merger with Strategic Equity Capital plc to

gauge investor support.

Key topics of engagement with the Portfolio Manager on

an ongoing basis

● Portfolio composition, performance, outlook and

business updates as well as ESG engagement with

portfolio companies.

● The impact of Covid-19 on their business and

theportfolio.

Actions taken and principal decisions

● Updates are received by the Board at every Board

meeting.

● Regular updates were received by the Board

throughout the year in respect of the impact of the

ongoing pandemic on investment decision making

and working practices.

Key topics of engagement with other service providers

● The Directors have frequent engagement with the

Company’s other service providers through the annual

cycle of reporting and due diligence meetings and

conversations with the Portfolio Manager. Frostrow,

as Company Secretary, has regular conversations with

all other service providers on behalf of the Board and

the Management Engagement Committee.

● This engagement is completed with the aim of

maintaining an effective working relationship and

oversight of the services provided.

Actions taken and principal decisions

● During the year, no other specific action was required

in respect of the other service providers, as the reviews

of their services have been positive and the Directors

believe that their continued appointment is in the

best interest of theCompany.

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

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Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Business Review (continued)

Culture

The Directors agree that establishing and maintaining

a healthy corporate culture among the Board and in its

interaction with the Portfolio Manager, shareholders and other

stakeholders supports the delivery of the Company’s goals.

The Board seeks to promote a culture of openness, debate and

integrity through ongoing dialogue and engagement with its

service providers, principally, the Portfolio Manager.

The Board strives to ensure that its culture is in line with

the Company’s purpose, values and strategy. As detailed in

the Corporate Governance Statement, the Company has

a number of policies and procedures in place to assist with

maintaining a culture of good governance including those

relating to diversity, Directors’ conflicts of interest and

Directors’ dealings in the Company’s shares. The Board

assesses and monitors compliance with these policies as well

as the general culture of the Board through Board meetings

and in particular, during the annual evaluation process

which is undertaken by each Director (for more information

see the performance evaluation section on page 55).

The Board is cognisant of the nature of companies that

the Company invests in and notes that their performance

could fluctuate while the Portfolio Manager actively

engages with them. This requires a culture of patience from

the Board, supported by an orderly, disciplined investment

management process by the Portfolio Manager. The

Board pays particular attention to Odyssean’s corporate

engagement initiatives and proxy voting policies.

Additional information on the Board’s approach to ESG

matters is detailed on pages 36 and 37.

The Board seeks to appoint the best possible service

providers and evaluates their remit, performance and

cost effectiveness on a regular basis. The Board considers

the culture of the Portfolio Manager and other service

providers, including their policies, practices and behaviour,

through regular reporting from these stakeholders and, in

particular, during the annual review of the performance

and continuing appointment of all service providers

through its Management Engagement Committee.

Responsible and Sustainable Investing

It is the Board’s view that, in order to achieve long-term

success, companies need to maintain high standards of

corporate governance and corporate responsibility. More

information is given in the Portfolio Manager’s Report on

pages 10 to 23.

Climate Change

The risks associated with climate change represent an

increasingly important issue and the Board and the

Portfolio Manager are aware that the transition to a low-

carbon economy will affect all businesses, irrespective of

their size, sector or geographic location. Therefore, no

company’s revenues are immune and the assessment of such

risks must be considered within any effective investment

approach.

Key performance indicators

At each Board meeting, the Directors consider several

performance measures to assess the Company’s success in

achieving its objective. The key performance indicators

used to measure the progress and performance of the

Company over time are established industry measures.

These are as follows:

Net asset value

The NAV at 31 March 2022 was 164.0p per ordinary share,

compared to 139.3p per ordinary share at the end of the

previous period, an increase of 17.7%. The NAV total return*

since the launch of the Company on 1 May 2018 to 31 March

2022 was 64.0% . The total return from the NSCI ex IC plus

AIM Total Return Index* was 17.2% for the same period.

A full description of the Company’s performance for the

year ended 31 March 2022 can be found in the Portfolio

Manager’s Report on pages 10 to 23.

Share price total return*

The Company’s share price at the previous year end was

129.0p and increased to 166.0p as at 31 March 2022,

resulting in a return of 28.7%* during the year.

Share price premium/(discount) to NAV*

The share price discount to NAV changed from (7.4)% at

the previous year end to premium of 1.2% as at 31 March

2022. During the year ended 31 March 2022, the shares

traded at an average premium to NAV of 0.7%.

Revenue return per ordinary share

In the year to 31 March 2022, the Company made a

revenue income of 0.5p per share (2021: revenue loss of

0.7pper share).

Ongoing charges*

The Company’s ongoing charges ratio for the

year ended 31 March 2021 was 1.45% (year ended

31March2021:1.41%).

* Alternative Performance Measures (see Glossary on page 93).

ODYSSEAN INVESTMENT TRUST PLC

Management arrangements – Portfolio Manager

The Company is an internally managed investment

company for the purposes of the UK’s Alternative

Investment Fund Managers Directive and is its own

alternative investment fund manager. The Board is

therefore responsible for the portfolio management and

risk management functions of the Company.

Pursuant to the terms of the Portfolio Management

Agreement, the Board has delegated responsibility

for discretionary portfolio management functions to

Odyssean Capital LLP as Portfolio Manager, subject

always to the overall supervision and control of the Board.

The Company may terminate the Portfolio Management

Agreement by giving the Portfolio Manager not less than

six months’ prior written notice. The Portfolio Manager

may terminate the Portfolio Management Agreement by

giving the Company not less than six months’ prior written

notice.

Management Fee

The Portfolio Manager is entitled to receive an annual

management fee equal to the lower of: (i) 1% of the NAV

(calculated before deduction of any accrued but unpaid

management fee and any performance fee) per annum; or

(ii) 1% per annum of the Company’s market capitalisation.

The annual management fee is calculated and accrues daily

and is payable quarterly in arrears.

The Portfolio Manager is also entitled to reimbursement

for all costs and expenses properly incurred by it in the

performance of its duties under the Portfolio Management

Agreement.

Performance Fee

In addition, the Portfolio Manager is entitled to a

performance fee in certain circumstances.

The Company’s performance is measured over rolling

three-year periods ending on 31 March each year (each a

“Performance Period”), by comparing the NAV total return

per ordinary share over a Performance Period against the

total return performance of the NSCI ex IC plus AIM

Total Return Index (the “Comparator Index”). The first

Performance Period ran from IPO to 31 March 2021.

A Performance Fee is payable if the NAV per ordinary share

at the end of the relevant Performance Period (as adjusted

to: (i) add back the aggregate value of any dividends per

ordinary share paid (or accounted as paid for the purposes

of calculating the NAV) to shareholders during the

relevant Performance Period; and (ii) exclude any accrual

for unpaid Performance Fee accrued in relation to the

relevant Performance Period) (the “NAV Total Return per

Share”) exceeds both:

i) the NAV per ordinary share on the first business day

of a Performance Period; in each case as adjusted by

the aggregate amount of (i) the total return on the

Comparator Index (expressed as a percentage); and

(ii) 1% per annum over the relevant Performance

Period (the “Target NAV per Share”);

ii) the highest previously recorded NAV per ordinary

share as at the end of the relevant Performance Period

in respect of which a Performance Fee was last paid

(the “High Watermark”); and

iii) with any resulting excess amount being known as the

“Excess Amount”.

The Portfolio Manager will be entitled to 10% of the

Excess Amount multiplied by the time weighted average

number of ordinary shares in issue during the relevant

Performance Period to which the calculation date relates.

The Performance Fee will accrue daily.

Payment of a Performance Fee that has been earned

will be deferred to the extent that the amount payable

exceeds 1.75% per annum of the NAV at the end of the

relevant Performance Period (amounts deferred will be

payable when, and to the extent that, following any later

Performance Period(s) with respect to which a Performance

Fee is payable, it is possible to pay the deferred amounts

without causing that cap to be exceeded or the relevant

NAV total return per share to fall below both the relevant

target NAV per share and the relevant High Watermark for

such Performance Period, with any amount not paid being

retained and carried forward).

Subject at all times to compliance with relevant regulatory and

tax requirements, any Performance Fee paid or payable shall:

– where as at the relevant calculation date, the ordinary

shares are trading at, or at a premium to, the latest

published NAV per ordinary share, be satisfied as to

50% of its value by the issuance of new ordinary shares

by the Company to the Portfolio Manager (rounded

down to the nearest whole number of ordinary shares)

(including the reissue of treasury shares) issued at the

latest published NAV per ordinary share applicable at

the date of issuance;

– where as at the relevant calculation date, the ordinary

shares are trading at a discount to the latest published

Business Review (continued)

ODYSSEAN INVESTMENT TRUST PLC

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Independent Auditor’s

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Governance

Financial Statements

Additional Information

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Business Review (continued)

NAV per ordinary share, be satisfied as to 100% of its

value in cash and the Portfolio Manager shall, as soon

as reasonably practicable following receipt of such

payment, use 50% of such Performance Fee payment

to make market purchases of ordinary shares (rounded

down to the nearest whole number of ordinary shares)

within four months of the date of receipt of such

Performance Fee payment.

Each such tranche of shares issued to, or acquired by, the

Portfolio Manager will be subject to a lock-up undertaking

for a period of three years post issuance or acquisition

(subject to customary exceptions).

At no time shall the Portfolio Manager (and/or any

persons deemed to be acting in concert with it for the

purposes of the Takeover Code) be obliged, in the absence

of a relevant whitewash resolution having been passed in

accordance with the Takeover Code, to receive, or acquire,

further ordinary shares where to do so would trigger a

requirement to make a mandatory offer pursuant to Rule

9 of the Takeover Code. Where any restriction exists on

the issuance of further ordinary shares to the Portfolio

Manager, the relevant amount of the Performance Fee may

be paid in cash.

Based on the performance of the Company to 31 March

2022, a performance fee of £2,436,000 (2021: £1,825,000)

has beenaccrued and is expected to be cash settled upon

approval of the annual report in respect of the year ended

31 March 2022.

Administration Manager, Company Secretary

and Marketing Specialist

Frostrow Capital LLP (“Frostrow”) was appointed as

the Company’s Administration Manager and Company

Secretary as well as Marketing Manager. Frostrow is

an independent provider of services to the investment

companies sector and currently has a total of 17 investment

trust and investment company clients whose assets totalled

approximately £16.4 billion as at the date of this report.

Administrative, company secretarial and marketing services

are provided by Frostrow under an agreement dated

23June 2020. An annual administration and management

services fee of 22.5 basis points of the market capitalisation

of the Company up to (but not including) £150 million,

charged monthly in arrears, is payable. Frostrow’s fees will

reduce from 22.5 basis points to 20 basis points on market

capitalization of the Company in excess of £150 million

in size up to and including £500 million, and to 17.5 basis

points on market capitalisation in excess of £500 million.

The agreement may be terminated by either party on

sixmonths’ written notice. Further details can be found in

note 4 to the financial statements.

Custodian

RBC Investor Services Trust (“RBC”) was appointed as

the Company’s Custodian pursuant to an agreement dated

22March 2018. RBC is in charge of, inter alia, safekeeping

and custody of the Company’s assets, investments and cash,

processing transactions and foreign exchange services, if

necessary. The Company and the Custodian may terminate

the Custody Agreement with 90days’ written notice.

PortfolioManager evaluation and continuing

appointment

The Board keeps the ongoing performance of the Portfolio

Manager under continual review and the Management

Engagement Committee conducts an annual appraisal

of the Portfolio Manager’s performance and makes a

recommendation to the Board about the continuing

appointment of the Portfolio Manager.

The Management Engagement Committee has reviewed

Odyssean’s performance, with respect to their provision

of portfolio management and other services. Due

consideration was given to the quality and continuity of its

personnel, succession planning and investment processes.

Alongside the performance review, the Committee

completed an appraisal of the terms of the Portfolio

Management Agreement to ensure that the terms remained

competitive and in the interest of the Company. The

Portfolio Manager has executed the investment strategy

according to the Board’s expectations and it is the opinion

of the Directors that the continuing appointment of the

Portfolio Manager on the terms agreed is in the interests of

shareholders as a whole.

Frostrow’s evaluation and continuing

appointment

The review of the performance of Frostrow as

Administration Manager, Company Secretary and

Marketing Specialist is a continuous process carried out

by the Board and a formal evaluation was undertaken by

the Management Engagement Committee in May 2022.

The Board believes that the continuing appointment of

Frostrow Capital LLP under the terms described above, is

in the interests of shareholders. In coming to this decision,

the Board also took into consideration the quality and

depth of experience of the management, administrative

ODYSSEAN INVESTMENT TRUST PLC

and company secretarial team that Frostrow allocates to

the Company.

Company promotion

The Company has appointed Frostrow to promote

the Company’s shares to professional investors in the

UK and Ireland. As Investment Company Specialists,

the Frostrow team provides a continuous, pro-active

marketing, distribution and investor relations service that

aims to promote the Company by encouraging demand for

theshares.

Frostrow actively engages with professional investors,

typically discretionary wealth managers, some institutions

and a range of execution-only platforms. Regular

engagement helps to attract new investors and retain

existing shareholders, and over time results in a stable share

Frostrow arranges and manages a continuous programme

of one-to-one meetings with professional investors around

the UK. These include regular meetings with “gate keepers”,

the senior points of contact responsible for their respective

organisations’ research output and recommended lists. The

programme of regular meetings also includes autonomous

decision makers within large multi-office groups, as well as

small independent organisations. Some of these meetings

involve Odyssean Capital LLP, but most of the meetings

do not, which means the Company is being actively

represented both to existing and potential investors, while

the Portfolio Managers concentrate on the portfolio. Due

to the continuing Covid-19 pandemic, most of these

meetings have been held via video conference.

The Company also benefits from involvement in the regular

professional investor seminars run by Frostrow in major

centres, notably London and Edinburgh, and webinars

which are focused on buyers of investment companies.

Frostrow produces many key corporate documents,

monthly factsheets, annual and half-yearly reports. All

Company information and invitations to investor events,

including updates from the Portfolio Managers on

portfolio and market developments, are regularly emailed

to a growing database, overseen by Frostrow, consisting of

professional investors.

Frostrow maintains close contact with all the relevant

investment trust broker analysts, particularly those from

Winterflood Securities Limited, the Company’s corporate

broker, but also others who publish and distribute

research on the Company to their respective professional

investorclients.

The Company further benefits from regular press coverage,

with articles appearing in respected publications that are

widely read by both professional and self-directed private

investors. The latter typically buy their shares via retail

platforms, which account for a significant proportion of

the Company’s share register.

Employees, human rights, social and

communityissues

The Board recognises the requirement under Companies

Act 2006 to detail information about human rights,

employees and community issues, including information

about any policies it has in relation to these matters and

the effectiveness of these policies. These requirements do

not apply to the Company as it has no employees, all the

Directors are non-executive and it has outsourced all its

functions to third party service providers. The Company

has therefore not reported further in respect of these

provisions, however, it does expect its service providers and

portfolio companies to respect these requirements.

Integrity and business ethics

The Company is committed to carrying out business in

an honest and fair manner with a zero-tolerance approach

to bribery, tax evasion and corruption. As such, policies

and procedures are in place to prevent the above. The

Board’s expectations are that its principal service providers

have similar governance policies in place. The Company

Secretary, on behalf of the Board, will seek assurances from

service providers on a regular basis.

Environmental, social and governance issues

The Company has no employees, property or activities

other than investments, so its direct environmental

impact is minimal. In carrying out its activities and in its

relationships with service providers, the Company aims to

conduct itself responsibly, ethically and fairly.

The Board is comprised entirely of non-executive Directors

and the day-to-day management of the Company’s business

is delegated to the Portfolio Manager. The Portfolio

Manager aims to be a responsible investor and believes it

is important to invest in companies that act responsibly in

respect of environmental, ethical and social issues.

Business Review (continued)

ODYSSEAN INVESTMENT TRUST PLC

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Independent Auditor’s

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Governance

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Additional Information

and Notice of AGM

Overview

Business Review (continued)

The Portfolio Manager is specifically looking to invest

in companies which have average or above average ESG

characteristics or practices, but where improvement

potential exists. Being mindful of the smaller company

nature of many of the portfolio companies, the Portfolio

Manager has a pragmatic engagement approach, focused

on dialogue with portfolio companies around their

performance, disclosure and general practices compared

with best-in-class peers, and seeking positive changes

in specific areas. The Portfolio Managers will not invest

in non-ethical or unsustainable businesses as set out on

pages3 and 4.

The Directors believe that proxy voting is an important

part of the corporate governance process. It is the policy

of the Company to vote at all shareholder meetings of

investee companies, and the Board has delegated voting

activities to the Portfolio Manager. The Portfolio Manager

follows relevant regulatory requirements with an aim to

make voting decisions which will best support growth in

shareholder value and will commonly take into account

best practices regarding corporate governance, board

composition, remuneration and ESG issues. The Portfolio

Manager also provides the Directors with a six-monthly

update regarding the voting decisions made in respect of

the investee companies.

Modern Slavery Act 2015

The Company does not provide goods or services in the

normal course of business, and as a financial investment

vehicle does not have customers. The Directors do not

therefore consider that the Company is required to make a

statement under the Modern Slavery Act 2015 in relation

to slavery or human trafficking.

The Company’s suppliers are typically professional advisers

and the Company’s supply chains are considered to be low

risk in this regard.

In light of the nature of the Company’s business there are

no relevant human rights issues and the Company does not

have a human rights policy.

ODYSSEAN INVESTMENT TRUST PLC

Risk Management

Principal Risks, Emerging Risks and Risk

Management

The Board considers that the risks detailed within this

report are the principal risks currently facing the Company

to deliver its strategy.

The Board is responsible for the ongoing identification,

evaluation and management of the of the principal risks

faced by the Company and the Audit Committee, on

behalf of the Board, has established a process for the

regular review of these risks and their mitigation. This

process accords with the UK Governance Code and the

FRC’s Guidance on Risk Management, Internal Control

and Related Financial and Business Reporting. The

impact of the ongoing global Covid-19 pandemic on the

operations of the Company and its service providers was

also considered as part of this process.

During the year ended 31 March 2022, the Audit

Committee has again carried out a robust assessment of

the emerging and principal risks facing the Company,

including those that would threaten its business

model, future performance, solvency and liquidity. The

Committee also considered the controls in place to

mitigate the inherent risks and whether additional controls

or actions were required to bring the residual risk down to

an acceptable level. The Committee was satisfied with the

controls that are in place. In respect of the ongoing impact

of Covid-19 on business everywhere, the Committee was

again reassured that all service providers of the Company

had adequate business continuity measures in place

to ensure that no operational issues would arise out of

working-from-home practices and that cyber and IT risks

were properly addressed.

Further details as well as a summary of the Company’s

approach to risk and how principal risks and uncertainties

were dealt with during the year under review, are set out on

pages 40 to 45.

Internal control review

The Board is also responsible for the internal controls

relating to the Company, including the reliability of

the financial reporting process, and for reviewing their

effectiveness.

Key procedures established with a view to providing

effective financial control, have been in place throughout

the year ended 31 March 2022 and up to the date of this

Report. The internal control systems are designed to

ensure that proper accounting records are maintained, that

the financial information on which business decisions are

made and which are issued for publication is reliable and

that the assets of the Company are safeguarded.

The risk management process and systems of internal

control are designed to manage rather than eliminate

the risk of failure to achieve the Company’s investment

objective. It should be recognised that such systems can

only provide reasonable, not absolute, assurance against

material misstatement or loss.

The Directors have carried out a review of the effectiveness

of the Company’s risk management and internal control

systems as they have operated during the year and up to

the date of approval of this Report. There were no matters

arising from this review that required further investigation

and no significant failings or weaknesses were identified.

Internal control assessment process

Robust risk assessments and reviews of internal controls

are undertaken regularly in the context of the Company’s

overall investment objective. During the year, the Board –

through the Audit Committee and together with Frostrow

– has confirmed its risk management controls under the

key headings of: Corporate Strategy; Accounting, Legal

and Regulatory; Operational; Investment and Business

Activities. In evaluating the risks the Company faces, the

Board has considered the Company’s operations in the

light of the following factors:

– the nature and extent of risks which it regards as

acceptable for the Company to bear within its overall

business objective;

– the threat of such risks becoming reality;

– the Company’s ability to reduce the incidence and

impact of risk on its performance;

– the cost to the Company and benefits related to the

review of risk and associated controls of the Company;

and

– the extent to which the third parties operate the

relevant controls.

ODYSSEAN INVESTMENT TRUST PLC

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Additional Information

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Risk Management (continued)

A risk matrix helps to monitor the risks which have been

identified and the controls in place to mitigate those risks.

The risks are assessed on the basis of the likelihood of

them happening, the impact on the business if they were

to occur and the effectiveness of the controls in place to

mitigate them. This risk register is reviewed by the Audit

Committee regularly at every meeting.

Most of the day-to-day management functions of the

Company are sub-contracted, and the Directors therefore

obtain regular assurances and information from key third

party suppliers regarding the internal systems and controls

operating in their organisations. In addition, each of the

third parties is requested to provide a copy of its report on

internal controls each year, which is reviewed by the Audit

Committee.

ODYSSEAN INVESTMENT TRUST PLC

Risk Management (continued)

Principal risks and uncertainties Key mitigation

Investment performance is not comparable to the

expectations of investors

Consistently poor performance could lead to a fall in the

share price and a widening of the discount. The success of

the Company depends on the Portfolio Manager’s ability

to identify, acquire and realise investments in accordance

with the Company’s investment policy. This, in turn,

depends on the ability of the Portfolio Manager to apply

its investment processes and identify suitable investments.

The Board reviews and discusses the Company’s

performance against its investment objective and policy,

and assesses performance in comparison to industry peers

and the broader comparative market. The Board also keeps

the performance of the Portfolio Manager under continual

review, along with a review of significant stock decisions

and the overall rationale for holding the current portfolio.

In addition, the Management Engagement Committee

conducts an annual appraisal of the Portfolio Manager.

Share price performance

The market price of the Company’s shares, like shares in

all investment companies, may fluctuate independently of

the NAV and thus may not reflect the underlying NAV

of the shares. The shares could trade at a discount or

premium to NAV at different times, depending on factors

such as market conditions, investors’ perceptions of the

merits of the Company’s objective and investment policy,

supply and demand for the shares and the extent investors

value the activities of the Company and/or the Portfolio

Manager.

The Board monitors the relationship between the share

price and the NAV, including regular review of the level

of discount relative to that of companies in the sector. The

Company has taken powers to re-purchase shares and will

consider doing so to reduce the volatility of any share price

discount. The Company has also taken powers to issue

shares (only at a premium to NAV) to provide liquidity

to the market to meet investor demand by way of issue of

further shares.

No buybacks were undertaken during the year, but the

Company issued 275,000 shares out of treasury and a total

of 7,990,842 new shares through tap issuances all through

the year and a placing on 8 July 2021.

The Board and the Portfolio Managers all own shares in

the Company, by way of aligning their own interests with

those of all other shareholders. The Directors invest their

Directors’ fees in shares, which are bought at the end of

every quarter, and the Portfolio Managers invest at least

50% of any performance fee in shares. For more details

about the performance fee, please see pages 34 and 35.

In addition, in the seventh year following the IPO (and

every seventh year thereafter), the Board will provide

shareholders with an opportunity to realise their shares at

the applicable NAV.

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

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Governance

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Additional Information

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Overview

Risk Management (continued)

Principal risks and uncertainties Key mitigation

Portfolio Manager – loss of personnel or reputation

The identification and selection of investment

opportunities and the management of the day-to-day

activities of the Company depends on the diligence,

skill, judgement and business contacts of the Portfolio

Manager’s investment professionals and the information

and deal flow they generate during the normal course of

their activities. The Company’s future success depends

on the continuing ability of these individuals to provide

services and the Portfolio Manager’s ability to strategically

recruit, retain and motivate new talented personnel as

required. The departure of some or all of the Portfolio

Manager’s investment professionals could prevent the

Company from achieving its investment objective and

give rise to a significant public perception risk regarding

the potential performance of the Company.

The Board maintains a good level of communication and

has a good relationship with the Portfolio Manager, and

regularly reviews the Portfolio Manager’s performance

at Board meetings. The Portfolio Manager’s Compliance

Officer also reports to the Board regularly and the Portfolio

Manager would report to the Board immediately in the

event of any change in key personnel.

Odyssean Capital LLP as Portfolio Manager has appointed

an investment team consisting of Stuart Widdowson and

Ed Wielechowski, both of whom are very experienced in

managing the portfolio in accordance with the Company’s

principles and investment strategy.

Material changes within the Portfolio Manager’s

organisation

Material changes could occur within the Portfolio

Manager’s organisation or its affiliates which are to the

detriment of the Company’s standing in respect of its

competitors and its profitability.

The Portfolio Manager has advance notice of any material

changes within its organisation and would report to the Board

immediately in the event of any such changes, including

within its organisation and affiliates or to its key personnel.

Valuation of unquoted investments

The Company may invest in unquoted companies from

time to time. Such investments, by their nature, involve a

higher degree of valuation and performance uncertainties

and liquidity risks than investments in listed and quoted

securities and they may be more difficult to realise.

All financial information is reviewed by the Board at

regular meetings. The Board and/or Chairman of the

Audit Committee will approve the valuation of unquoted

investments prior to their reflection in the Company’s

NAV. No unquoted investments were held by the Company

during the year.

ODYSSEAN INVESTMENT TRUST PLC

Risk Management (continued)

Principal risks and uncertainties Key mitigation

Reliance on the performance of third-party service

providers

The Company has no employees and the Directors have

been appointed on a non-executive basis. The Company

is reliant upon the performance of third-party service

providers for its executive function. Failure by any service

provider to carry out its obligations to the Company in

accordance with the terms of its appointment could have

a material adverse effect on the operation of the Company.

This encompasses disruption or failure caused by cyber

crime or the ongoing Covid-19 pandemic and covers

dealing, trade processing, administrative services,

financial and other operational functions.

The Board has appointed third party service providers with

relevant experience. Each third party service provider is

monitored by the Board and their roles are evaluated at least

annually by the Management Engagement Committee.

The Board further receives a monthly report from Frostrow,

which includes details of compliance with applicable

law and regulations; reviews internal control reports and

key policies of its service providers; has considered the

increased risk of cyber-attacks and has received assurances

from its service providers regarding the controls in place;

and maintains a risk matrix with details of risks to which

the Company is exposed, the approach to those risks,

key controls relied on and the frequency of the controls

operation.

The Board has considered the operational risks associated

with Covid-19 relating to the functioning of all of the

service providers to the Company. Each service provider has

continued to operate with its employees working remotely

and service has not been disrupted. The Board continues

to monitor the performance of all service providers given

the ability of many employees to work remotely even

post-lockdowns.

Global Risk

Global events, such as the Covid-19 pandemic, acts of

war or terrorist attacks, might affect the performance of

portfolio companies or result in the Company’s service

providers being unable to meet their contractual duties.

Towards the end of the year under review, the invasion

of Ukraine by Russia has led to new shock waves in

the markets as sanctions against Russia and supply

emergencies have led to price increases everywhere.

During the year, and particularly in view of the ongoing

Covid-19 pandemic, the Portfolio Managers successfully

continued their dialogue with investee companies and

the Board has stayed in close contact with the Portfolio

Manager and has been monitoring portfolio and share

price developments. The Board has also received assurances

from all of the Company’s service providers in respect of

business continuity plans as well as cyber security measures.

The Board will monitor developments as they occur.

Again, the Board has stayed in close contact with the

Portfolio Manager and has been monitoring portfolio and

share price developments in view of the war in Ukraine.

UK Regulatory Risk

The regulatory environment in which the Company

operates changes materially, affecting the Company’s

modus operandi.

The Board monitors regulatory change with the assistance

of Frostrow and external professional advisers to ensure that

the Board is aware of any likely changes in the regulatory

environment and will be able to adapt as required.

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Risk Management (continued)

Principal risks and uncertainties Key mitigation

UK Legal Risk

The Company and/or the Directors fail to comply with

legal requirements in relation to FCA dealing rules

and procedures, the AIFMD, the Listing Rules, the

Companies Act 2006, relevant accounting standards,

the Bribery Act 2010, the Criminal Finances Act

2017, GDPR, tax regulations or any other applicable

regulations.

The Board monitors regulatory change with the assistance of

its external professional advisers to ensure compliance with

applicable laws and regulations including the Companies

Act 2006, the AIFM Rules, the Corporation Tax Act

2010 (“Section 1158”), the Market Abuse Regulation

(“MAR”), the Disclosure Guidance and Transparency

Rules (“DTRs”) and the FCA’s Listing Rules.

The Board reviews compliance reports and internal control

reports provided by its service providers, as well as the

Company’s financial statements and revenue forecasts.

The Directors attend seminars and conferences to keep up

to date on regulatory changes and receive industry updates

from the Company Secretary. The Company Secretary also

presents a quarterly report on changes in the regulatory

environment, including AIC updates, and how changes

have been addressed.

Governance Risk

Poor adherence to corporate governance best practice or

errors or irregularities in published information could

lead to censure and/or result in reputational damage to

the Company.

The Board reviews all information supplied to shareholders

and Frostrow’s marketing activity at each meeting.

Details of the Company’s compliance with corporate

governance best practice, including information on

relationships with shareholders, are set out in the Corporate

Governance Report in the Annual Report.

ESG and Climate Change Risk

Risks related to the environment, social issues and

governance (ESG) such as the impact of climate change

or bad governance of portfolio companies could have an

adverse impact on the portfolio companies’ operational

performance.

At every Board meeting, the Board receives ESG updates,

which include information on any climate change and

governance related engagement, from the Portfolio

Manager together with monthly portfolio updates. The

Board challenges the Investment Manager on ESG matters

to ensure that the portfolio companies are acting in

accordance with the Board’s ESG approach.

The Portfolio Manager supports the UK Stewardship

Code and actively engages with portfolio companies on

ESG matters including climate change.

Details of the Portfolio Manager’s ESG approach can

be found in the Portfolio Manager’s Report and on the

Company’s website at www.oitplc.com.

Furthermore, the Board has decided to hold some of

its meetings, when possible, not in person but via video

conference, to save on travel and reduce the Directors’

carbon footprints on behalf of the Company.

ODYSSEAN INVESTMENT TRUST PLC

Risk Management (continued)

Emerging Risks

The Company has carried out a detailed assessment of

its emerging and principal risks. The International Risk

Governance Council’s definition of an “emerging” risk is

one that is new, or is a familiar risk in a new or unfamiliar

context or under new context conditions (re-emerging).

Failure to identify emerging risks may cause reactive actions

rather than being proactive and, in a worst case scenario,

could cause the Company to become unviable or otherwise

fail or force the Company to change its structure, objective

or strategy.

The Audit Committee reviews the Company’s risk register

at its half-yearly meetings. Emerging risks are discussed in

detail as part of this process to try to ensure that emerging

as well as well-known risks are identified and mitigated as

far as possible.

Any emerging risks and mitigations are added to the

risk register, such as the invasion of Ukraine by Russia,

which has led to shock waves in the markets immediately

following the invasion, followed by increasingly severe

sanctions against Russia such as the boycott of Russian oil

and gas by many countries and the blacklisting of Russian

banks, to name but a few. Supply emergencies, distribution

problems and price increases ensued and the Board and all

its advisers will keep the developments under close review.

The experience and knowledge of the Directors is useful

in these discussions, as are update papers and advice

received from the Board’s key service providers such as the

Portfolio Manager, Frostrow and the Company’s brokers.

In addition, the Company is a member of the AIC, which

provides regular technical updates, draws members’

attention to forthcoming industry and regulatory issues

and advises on compliance obligations.

Going Concern

The content of the Company’s portfolio, trading activity,

the Company’s cash balances and revenue forecasts, and

the trends and factors likely to affect the Company’s

performance are reviewed and discussed at each Board

meeting.

For the year ended 31 March 2022, Covid-19 had remained

a global factor and has had an effect on the general

operations of the Company and its service providers by

bringing about a fundamental re-thinking of the way we

work. With the increasing number of people vaccinated

and social restrictions being lifted again in many countries,

the outlook is cautiously positive, but the Board will

continue to monitor developments as they occur.

Added to the concerns of a global pandemic was, on

24 February 2022, the invasion of Ukraine by Russia

and the ensuing war, which at the time of writing is still

ongoing. As sanctions against Russia are becoming

increasingly severe, economies are suffering from supply

chain disruptions and price increases. Again, the Board

will monitor developments as they occur.

The Board has considered a detailed assessment of the

Company’s ability to meet its liabilities as they fall due,

including tests which modelled the effects of further

substantial falls in markets and significant reductions in

market liquidity to that experienced to date in connection

with the coronavirus pandemic, on the Company’s NAV,

its cash flows and its expenses. Further information is

provided in the Audit Committee report.

Based on the information available to the Directors at

the date of this report, including the results of these stress

tests, the conclusions drawn in the Viability Statement,

the Company’s cash balances, and the liquidity of the

Company’s listed investments, the Directors are satisfied

that the Company has adequate financial resources to

continue in operation for at least the next 12 months and

that, accordingly, it is appropriate to continue to adopt the

going concern basis in preparing the financial statements.

Long Term Viability Statement

In accordance with the UK Corporate Governance Code,

the Directors have carefully assessed the Company’s

position and prospects as well as the principal risks and

have formed a reasonable expectation that the Company

will be able to continue in operation and meet its liabilities

as they fall due over the next three financial years. The

Board has chosen a three-year horizon in view of the

long-term nature and outlook adopted by the Investment

Manager when making investment decisions.

To make this assessment and in reaching this conclusion,

the Audit Committee has considered the Company’s

financial position and its ability to liquidate its portfolio

and meet its liabilities as they fall due:

– the portfolio is principally comprised of investments

listed and traded on stock exchanges. These are actively

traded and, whilst perhaps less liquid than larger

quoted companies, the portfolio is well diversified;

ODYSSEAN INVESTMENT TRUST PLC

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Risk Management (continued)

– the portfolio is typically run with a net cash position

(average of 7.1% in net cash over the past two years)

and as a result there is ample liquidity on a day-to-day

basis for the Company to meet its obligations;

– the expenses of the Company are predictable and

modest in comparison with the assets and there are no

capital commitments foreseen which would alter that

position; and

– the Company has no employees, only its non-

executive Directors. Consequently, it does not have

redundancy or other employment related liabilities or

responsibilities.

The Audit Committee, as well as considering the potential

impact of the Company’s principal risks and various severe

but plausible downside scenarios, has also considered the

following assumptions in considering the Company’s

longer-term viability:

– there will continue to be demand for investment trusts;

– the Board and the Portfolio Manager will continue to

adopt a long-term view when making investments;

– the Company invests principally in the securities of

UK listed companies to which investors will wish to

continue to have exposure;

– regulation will not increase to a level that makes

running the Company uneconomical; and

– the performance of the Company will continue to

besatisfactory.

Covid-19 and the war in Ukraine were also factored

into the key assumptions made by assessing its impact on

the Company’s key risks and whether the key risks had

increased in their potential to affect the normal, favourable

and stressed market conditions. As part of this review the

Board considered the impact of a significant and prolonged

decline in the Company’s performance and prospects. This

included a range of plausible downside scenarios such as

reviewing the effects of substantial falls in investment

values and the impact of the Company’s ongoing charges

ratio, which were the subject of stress testing.

Furthermore, the Audit Committee considered the

operational resilience of the Company’s service providers,

and thereby the operational viability of the Company.

During the year under review, the majority of meetings

were held online, and all key service providers have again

been contacted with regard to their business continuity

systems in place due to the pandemic as well as their IT

and cyber security systems to prevent fraudulent activity

of any kind. There have been no issues raised and the Audit

Committee was reassured that all key service providers

were operating well and to their normal high service

standards while ensuring the safety of their employees by

enabling them to work remotely.

Looking to the Future

The Board concentrates its attention on the Company’s

investment performance and Odyssean Capital LLP’s

investment approach and on factors that may have an

effect on this approach.

The Board is regularly updated by Frostrow Capital LLP

on wider investment trust industry issues and regular

discussions are held concerning the Company’s future

development and strategy.

A review of the Company’s year ended 31 March 2022,

its performance and the outlook for the Company can be

found in the Chairman’s Statement and in the Investment

Manager’s Review.

The Company’s overall strategy remains unchanged.

Approval

This Strategic Report has been approved by the Board of

Directors and signed on its behalf by:

Jane Tufnell

Chairman

1 June 2022

Governance

GOVERNANCE

47 Board of Directors

48 Directors’ Report

52 Corporate Governance Statement

58 Audit Committee Report

61 Directors’ Remuneration Report

65 Statement of Directors’ Responsibilities

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Board of Directors

Jane Tufnell

Chairman

Jane started her career in 1986 joining County NatWest, firstly in corporate finance and

then moving to fund management where she jointly ran the NatWest pension fund’s

exposure to UK smaller companies.

In 1994, Jane co-founded Ruffer Investment Management Limited where she worked for

over 20 years to build the business to an AUM of £20 billion, before leaving in 2015. Jane

now has a variety of directorships including Schroder UK Public Private Trust plc. She is

also chairman of ICG Enterprise Trust plc.

Date of appointment: 21 December 2017

Arabella Cecil

Senior Independent Director

Arabella began working in finance in 1987, training in Milan and Paris before CL-Laing

in London, where she headed the firm’s Extel-rated food producers research team.

From 1996, she worked as a freelance photojournalist and filmmaker, and in 1998, she

founded a media company which specialised in the IMAX® format. Between 2008 and

2012, she worked for Culross Global Management, ultimately as a member of the firm’s

Investment and Risk Committees. In 2012, she co-founded BACIT Limited serving as

Chief Investment Officer, and from 2015, as a non-executive director until the company

became Syncona. She served as Chief Investment officer of Syncona’s fund portfolio until

April 2019.

Date of appointment: 31 January 2018

Peter Hewitt

Chairman of the Management Engagement Committee

Peter has over 35 years’ investment management experience. In 1983, he joined Ivory &

Sime managing first US equities and then moving onto UK smaller companies from 1987

to 1992. He then focussed on management of UK pension fund accounts until 1996. He

moved to Murray Johnstone as Head of UK Equities with a focus on UK income funds.

In 2000, he re-joined Friends Ivory & Sime and specialised in management of investment

trust funds and products.

In 2008, he launched BMO Managed Portfolio Trust (formerly F&C Managed Portfolio

Trust) onto the LSE and remains the current investment manager of the company. He

iscurrently a director of Global Equities at BMO Global Asset Management Limited.

Date of appointment: 31 January 2018

Richard King

Chairman of the Audit Committee

Richard spent 35 years with Ernst and Young LLP (EY) becoming deputy managing

partner of UK & Ireland and a member of both the Europe, Middle East, India and

Africa (EMEIA) Board and Global management group. Since leaving EY, Richard has

been involved either as chairman or non-executive director on a variety of private and

public companies and has been involved in company disposals in excess of £400 million.

Richard is a non-executive director of GYG plc. He is also the chair of trustees for the

Willow Foundation, a director of Fareshare and a partner of Rockpool Investments LLP

and Beach Private Equity LLP.

Date of appointment: 21 December 2017

as at 31 March 2022

ODYSSEAN INVESTMENT TRUST PLC

The Directors are pleased to present the Annual Report

and Financial Statements for the year ended 31 March

2022. In accordance with Companies Act 2006 (as

amended), the Listing Rules and the Disclosure Guidance

and Transparency Rules, the Corporate Governance

Statement, Directors’ Remuneration Report, Report from

the Audit Committee and the Statement of Directors’

Responsibilities should be read in conjunction with

one another, and the Strategic Report. As permitted by

legislation, some of the matters normally included in

the Directors’ Report have instead been included in the

Strategic Report, as the Board considers them to be of

strategic importance.

Directors

The Directors in office during the year and at the date of

this report, and their biographical details, are shown on

page 47.

None of the Directors or any persons connected with them

had a material interest in the transactions and arrangements

of, or the agreement with, the Portfolio Manager during

the year.

Performance and outlook

A summary of the Company’s performance during the year

ended 31 March 2022 and the outlook for the forthcoming

year is set out in the Strategic Report on pages 6 to 45.

Corporate governance

The Company’s Corporate Governance Statement is set

out on pages 52 to 57 and forms part of this report. Details

regarding independent professional advice, insurance and

indemnity are set out in that statement on page 56.

Share capital

Share issues

At the AGM held on 22 September 2021, the Directors

were granted authority to issue up to 18,659,910 ordinary

shares, being 20% of the ordinary shares in issue at the time

of the passing of the resolution. Proposals for the renewal

of the Directors' authority to issue shares will be set out in

the Notice of the forthcoming AGM.

On 25 January 2022, the Company was granted a new

block listing of 5.0 million ordinary shares to be listed

to the premium segment of the Official List of the FCA

and admitted to trading on the premium segment of the

LSE’s main market. During the year ended 31 March 2022,

4.2 million shares were issued under the previous block

listing, and a further 98,500 shares under the new block

listing (year ended 31 March 2021:none). As at the date

of this report, a balance of 4.9 million shares remain under

this new block listing.

During the year ended 31 March 2022, a total of 4,298,500

new shares were issued under both block listings, and a

further 3,692,342 new shares were issued separately under

a placing (year ended 31 March 2021: none). Furthermore,

275,000 shares were issued out of treasury.

Since the year end and up to the date of this report, no

further shares were issued to the market.

Purchase of own shares

At the AGM held on 22 September 2021, the Directors

were granted the authority to buy back up to 13,985,602

ordinary shares, being 14.99% of the ordinary shares in

issue at the time of the passing of the resolution.

No shares were bought back during the year and up to

the date of this report. Proposals for the renewal of the

Directors' authority to buy back shares will be set out in

the Notice of AGM.

Current share capital

As at 31 March 2022, there were 96,248,053 ordinary

shares in issue. No shares are held in treasury. The total

voting rights of the Company as at 31 March 2022 and as

at the date of this report were 96,248,053.

There are no restrictions concerning the transfer of

securities in the Company or on voting rights; no special

rights with regard to control attached to securities; no

agreements between holders of securities regarding their

transfer known to the Company; and no agreements

which the Company is party to that might affect its control

following a successful takeover bid.

Directors’ Report

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Substantial shareholdings

The Company has been informed of the following

notifiable interests in the voting rights of the Company:

31 March 2022

Shareholder

Number of

ordinary

shares held

% of voting

rights

Harwood Capital 16,258,227 16.89

Cazenove Capital

Management 10,601,557 11.02

Brewin Dolphin,

stockbrokers 7,708,435 8.01

Mr Ian Armitage 6,946,540 7.21

Investec Wealth &

Investment 6,218,066 6.46

Close Brothers Asset

Management 3,739,277 3.89

Raymond James

Investment Services 3,717,378 3.86

AJ Bell, stockbrokers

(EO) 3,406,843 3.54

Hargreaves Lansdown,

stockbrokers (EO) 3,001,088 3.12

Charles Stanley 2,976,299 3.09

30 April 2022

Shareholder

Number of

ordinary

shares held

% of voting

rights

Harwood Capital 16,258,227 16.89

Cazenove Capital

Management 10,543,576 10.96

Brewin Dolphin,

stockbrokers 7,624,379 7.92

Mr Ian Armitage 6,996,540 7.27

Investec Wealth &

Investment 6,296,911 6.54

Raymond James

Investment Services 3,726,378 3.87

Close Brothers Asset

Management 3,715,027 3.86

AJ Bell, stockbrokers

(EO) 3,446,683 3.58

Hargreaves Lansdown,

stockbrokers (EO) 3,143,906 3.27

Charles Stanley 2,993,703 3.11

EO = execution only

Interests of key management personnel in the shares of the

Company as at 31 March 2022:

Ordinary

% of voting

rights

Stuart Widdowson 1,668,878 1.73

Ed Wielechowski 417,805 0.43

Beneficial Owners of Ordinary Shares –

Information Rights

The beneficial owners of ordinary shares who have been

nominated by the registered holder of those shares to receive

information rights under Section 146 of the Companies

Act 2006 are required to direct all communications to

the registered holder of their shares rather than to the

Company’s registrar, Equiniti, or to the Company directly.

Requirements of the Listing Rules

Listing Rule 9.8.4 requires the Company to include certain

information in a single identifiable section of the Annual

Report or a cross-reference table indicating where the

information is set out. The information required under

Listing Rules 9.8.4(5) and 9.8.4(6) in relation to Peter

Hewitt waiving his Director’s fee is set out on page 62. The

Directors confirm that there are no additional disclosures

to be made in relation to Listing Rule 9.8.4.

Anti-Bribery and Corruption Policy

The Board has adopted a zero-tolerance approach to

instances of bribery and corruption. Accordingly, it

expressly prohibits any Director or associated persons

when acting on behalf of the Company, from accepting,

soliciting, paying, offering or promising to pay or authorise

any payment, public or private, in the United Kingdom or

abroad to secure any improper benefit for themselves or for

the Company.

The Board applies the same standards to its service

providers in their activities for the Company.

A copy of the Company’s Anti Bribery and Corruption

Policy can be found on its website at www.oitplc.com. The

policy is reviewed annually by the Audit Committee.

Prevention of the Facilitation of Tax Evasion

In response to the implementation of the Criminal

Finances Act 2017, the Board has adopted a zero-tolerance

Directors’ Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Directors’ Report (continued)

approach to the criminal facilitation of tax evasion. A copy

of the Company’s policy on preventing the facilitation

of tax evasion can be found on the Company’s website

www.oitplc.com. The policy is reviewed annually by the

Audit Committee.

Political Donations

The Company has not made any political donations in the

past, nor does it intend to do so in the future.

Corporate Governance

The Corporate Governance Statement, which includes the

Company’s Corporate Governance policies is set out on

pages 52 to 57.

Global Greenhouse Gas Emissions for the Year

ended 31 March 2022

The Company is an investment trust, with neither

employees nor premises, nor has it any financial or

operational control of the assets which it owns. It has no

greenhouse gas emissions to report from its operations nor

does it have responsibility for any other emissions producing

sources under the Companies Act 2006 (Strategic Report

and Directors’ Report) Regulations 2013, including those

within the Company’s underlying investment portfolio.

Consequently, the Company consumed less than 40,000

kWh of energy during the year in respect of which the

Directors’ Report is prepared and therefore is exempt from

the disclosures required under the Streamlined Energy and

Carbon Reporting criteria.

The Directors have decided to hold some of the Company's

meetings not in person but via video conference when

possible, to save on travel and reduce their carbon

footprints on behalf of the Company.

Common Reporting Standard (CRS)

CRS is a global standard for the automatic exchange

of information commissioned by the Organisation

for Economic Cooperation and Development and

incorporated into UK law by the International Tax

Compliance Regulations 2015. CRS requires the Company

to provide certain additional details to HMRC in relation

to certain shareholders. The reporting obligation began in

2016 and will be an annual requirement going forward.

The Registrars, Equiniti Limited, have been engaged to

collate such information and file the reports with HMRC

on behalf of the Company.

Other Statutory Information

The following information is disclosed in accordance with

the Companies Act 2006:

– The rules on the appointment and replacement of

directors are set out in the Company’s articles of

association (the “Articles”). A change to the Articles

would be governed by the Companies Act 2006.

– Subject to the provisions of the Companies Act

2006, to the Articles, and to any directions given by

special resolution, the business of the Company shall

be managed by the Directors who may exercise all

the powers of the Company. The powers shall not be

limited by any special powers given to the Directors

by the Articles and a meeting of the Directors at

which a quorum is present may exercise all the powers

exercisable by the Directors. The Directors’ powers to

buy back and issue shares, in force at the end of the

year, are recorded in the Directors’ Report.

There are no agreements:

(i) to which the Company is a party that might affect its

control following a takeover bid; and/or

(ii) between the Company and its Directors concerning

compensation for loss of office.

Auditor

The Directors who held office at the date of approval of

the Directors’ Report confirm that, so far as they are

aware, there is no relevant audit information of which

the Company’s Auditor is unaware; and each Director

has taken all the steps that they ought to have taken as a

Director to make themself aware of any relevant audit

information and to establish that the Company’s Auditor

is aware of that information.

KPMG LLP has expressed its willingness to continue in

office as Auditor of the Company and resolutions for its re-

appointment and for the Audit Committee to determine

its remuneration will be proposed at the forthcoming

AGM.

Financial risk management

The Company’s financial instruments comprise its

investment portfolio, cash balances, debtors and creditors

that arise directly from its operations such as sales and

purchases awaiting settlement and accrued income. The

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Directors’ Report (continued)

financial risk management objectives and policies arising

from its financial instruments and the exposure of the

Company to risk are disclosed in note 12 to the Financial

Statements.

Post Balance Sheet Events

Details of the post Balance Sheet events are set out in

note 14 to the Financial Statements.

Articles of Association

The Company’s Articles of Association may only be

amended by a special resolution at a general meeting of

theshareholder.

Annual General Meeting (AGM)

The fourth AGM of the Company will be held at

12.00 noon on Wednesday, 21 September 2022 at the

offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair,

London W1J 8LD. The full text of the Notice of the AGM

together with explanatory notes can be found on pages 96

to 105.

Resolutions relating to the following items of special

business will be proposed at the forthcoming Annual

General Meeting.

Resolution 10: Authority to allot shares up to

approximately 10% of the ordinary shares in issue;

Resolution 11: Authority to allot shares up to

approximately a further 10% of the ordinary shares in issue;

Resolution 12: Authority to disapply pre-emption rights

in respect of the shares to be allotted under Resolution 10;

Resolution 13: Authority to disapply pre-emption rights

in respect of the shares to be allotted under Resolution 11;

Resolution 14: Authority to buy back up to 14.99% of

shares in issue; and

Resolution 15: Authority to hold General Meetings (other

than the AGM) on at least 14 clear days’ notice.

Resolutions 10 and 11 will be put to shareholders as

ordinary resolutions and Resolutions 12 to 15 will be

asked as special resolutions.

Ordinary resolutions require that more than 50% of the

votes cast at the relevant meeting must be in favour of the

resolutions. Special resolutions require that at least 75%

of the votes cast must be in favour of the resolution to

bepassed.

Recommendation

The Directors consider that all the resolutions to be

proposed at the AGM are in the best interests of the

Company and its members as a whole. The Directors

unanimously recommend that shareholders vote in favour

of all the resolutions, as they intend to do in respect of their

own beneficial holdings.

AGM Arrangements

The Board hopes that it will be possible to hold the AGM

in person on 21 September 2022. However, in case the

decision has to be made that it will not be possible for

shareholders to meet with the Board in person then

arrangements will be made for a partially digital, or

hybrid meeting. Shareholders are encouraged to view

the Company’s website, www.oitplc.com for further

information nearer the time. Questions can be submitted

to the Company Secretary at info@frostrow.com.

Shareholders are also strongly encouraged to exercise their

votes in respect of the meeting in advance by returning their

forms of proxy. This will ensure that all shareholders’ votes

are registered in the event that attendance is not possible

or restricted or if the meeting is postponed. Further details

about the voting process can be found in the Notice of

Meeting.

By order of the Board

Frostrow Capital LLP

Company Secretary

1 June 2022

ODYSSEAN INVESTMENT TRUST PLC

This Corporate Governance Statement forms part of the

Directors’ Report.

The Board is accountable to shareholders for the governance

of the Company’s affairs and is committed to maintaining

the highest standard of corporate governance for the long-

term sustainable success of the Company, generating value

for shareholders, other stakeholders and contributing

to the wider society through investing in its portfolio

companies. In this statement, the Company reports on its

compliance with the AIC Code of Corporate Governance

published in February 2019 (the “AIC Code”), sets out

how the Board and its committees have operated during

the past year and describes how the Board exercises

effective stewardship over the Company’s activities in the

interests of shareholders and other stakeholders of the

Company. The AIC Code addresses all the principles set

out in the UK Corporate Governance Code (the “UK

Code”), as well as setting out additional provisions on

issues that are of specific relevance to the Company as an

investmenttrust.

The Board is confident that is has properly undertaken its

duties to shareholders and other stakeholders, and taken a

long-term approach to the management of the Company.

Statement of compliance with the AIC Code

The Board of the Company has considered the principles

and recommendations of the AIC Code and considers that

reporting against the principles and recommendations of

the AIC Code (which incorporates the UK Code), will

provide better information to shareholders.

The Financial Reporting Council (the “FRC”) has endorsed

the AIC Code. The terms of the FRC’s endorsement mean

that AIC members who report against the AIC Code meet

fully their obligations under the UK Code and the related

disclosure requirements contained in the Listing Rules of

the FCA. A copy of the AIC Code can be obtained via

the AIC’s website at www.theaic.co.uk. A copy of the UK

Code can be obtained at www.frc.org.uk.

The Board recognises the importance of a strong corporate

governance culture and has established a framework for

corporate governance which it considers to be appropriate

to the business of the Company.

The Board considers that it has managed its affairs

in compliance with the AIC Code and the relevant

provisions of the UK Code throughout the year ended

31 March 2022, except where it has concluded that

adherence or compliance with any particular principle or

recommendation of either of the Codes would not have

been appropriate to the Company’s circumstances. Similar

to the UK Code, the AIC Code specifies a “comply or

explain” basis and the Board’s report under this section

explains any deviation from its recommendations.

The UK Code includes provisions relating to:

– the role of the chief executive; and

– executive directors’ remuneration.

The Board considers these provisions are not relevant to

the position of the Company, being an externally-managed

investment company. The Company has therefore not

reported further in respect of these provisions.

The Board of Directors

The Board of Directors is collectively responsible for the

long-term success of the Company. It provides overall

leadership, sets the strategic aims of the Company and

ensures that the necessary resources are in place for the

Company to meet its objectives and fulfil its obligations

to shareholders within a framework of high standards

of corporate governance and effective internal controls.

The Directors are responsible for the determination

of the Company’s investment policy and investment

strategy and have overall responsibility for the Company’s

activities, including the review of investment activity

and performance and the control and supervision of the

Portfolio Manager.

The Board consists of four non-executive Directors,

who have substantial recent and relevant experience

of investment trusts and financial and public company

management.

Other than their letters of appointment as Directors, none

of the Directors has a contract of service with the Company

nor has there been any other contract or arrangement

between the Company and any Director at any time during

the year. Directors are not entitled to any compensation

for loss of office. Copies of the letters of appointment are

available on request from the Company Secretary and will

be available at the AGM.

Corporate Governance Statement

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Chairman and Senior Independent Director

The Chairman, Jane Tufnell, is deemed by her fellow

independent Board members to be independent in character

and judgement, and free of any conflicts of interest. She

leads the Board and is responsible for its overall effectiveness

in directing the Company. In liaison with the Company

Secretary, she ensures that the Directors receive accurate,

timely and clear information. Mrs Tufnell considers herself to

have sufficient time to spend on the affairs of the Company.

She has no significant commitments other than those disclosed

in her biography on page 47. The role and responsibilities of

the Chairman are clearly defined and set out in writing, a copy

of which is available on the Company’s website.

Arabella Cecil is the Senior Independent Director of the

Company. She provides a sounding board for the Chairman

and serves as an intermediary for the other Directors and

shareholders. Miss Cecil also provides a channel for any

shareholder concerns regarding the Chairman and will take

the lead in the annual evaluation of the Chairman by the

other independent Directors. The role and responsibilities

of the Senior Independent Director are clearly defined

and set out in writing, a copy of which is available on the

Company’s website.

Culture

The Chairman demonstrates objective judgement,

promotes a culture of openness and debate, and facilitates

effective contributions by all Directors. The Directors are

required to act with integrity, lead by example and promote

this culture within the Company.

The Board seeks to ensure the alignment of the Company’s

purpose, values and strategy with the culture of openness,

debate and integrity through ongoing dialogue, and

engagement with the Portfolio Manager and the Company’s

other service providers. The culture of the Board is considered

as part of the annual performance evaluation process which is

undertaken by each Director. The culture of the Company’s

service providers is also considered by the Board during the

annual review of their performance and while considering

their continuing appointment.

Purpose and Strategy

The Board assesses the basis on which the Company generates

and preserves value over the long term. The Strategic Report

describes how opportunities and risks to the future success

of the business have been considered and addressed, the

sustainability of the Company’s business model and how its

governance contributes to the delivery of its strategy.

The Company’s Objective and Investment Policy are set out

on pages 2 to 4.

The purpose and strategy of the Company are described in the

Strategic Report on page 26.

Strategy issues and all material operational matters are

considered at Board meetings.

Board operation

The Directors have adopted a formal schedule of matters

specifically reserved for their approval. A copy of this

schedule is available on the Company’s website. These

matters include, but are not limited to, the following:

– approval of the Company’s investment policy, long-

term objectives and business strategy;

– approval of the policies regarding insurance, hedging,

borrowing limits and corporate security;

– approval of the Company’s Annual and Interim

Reports, financial statements and accounting

policies, prospectuses, circulars and other shareholder

communications;

– approval for raising new capital and major financing

facilities;

– Board appointments and removals;

– appointment and removal of the Portfolio Manager,

Auditor and the Company’s other service providers; and

– approval of the Company’s annual operating budgets.

Day-to-day investment management is delegated to

Odyssean Capital LLP and operational management is

delegated to Frostrow Capital LLP.

The Board takes responsibility for the content of

communications regarding major corporate issues even if

Odyssean Capital LLP and Frostrow act as spokesman. The

Board is kept informed of relevant promotional material

that is issued on behalf of the Company.

Board meetings

The Company has four scheduled Board meetings a year

with additional meetings in respect of share issuances and

regulatory matters arranged as necessary.

At each scheduled Board meeting, the Directors follow

a formal agenda which is circulated in advance by the

Company Secretary. The Company Secretary, the

Administration Manager and the Portfolio Manager

regularly provide the Board with financial information,

including an annual expenses budget, together with

briefing notes and papers in relation to changes in the

Company’s economic and financial environment, statutory

and regulatory changes and corporate governance best

Corporate Governance Statement (continued)

ODYSSEAN INVESTMENT TRUST PLC

practice. A description of the Company’s risk management

and internal control systems is set out in the Strategic

Report on pages 38 to 45.

Board Committees

Given the number of Directors, the Board does not

consider it necessary for the Company to establish separate

nomination and remuneration committees and all of

the matters that can be delegated to such committees are

considered by the Board as a whole. The Board considers

that the combined knowledge and experience of its members

enable it to successfully fulfil the role of these committees.

The Board has established three committees to assist with

its operations: the Audit Committee; the Management

Engagement Committee and the Disclosure Committee.

Each committee’s delegated responsibilities are clearly

defined in formal terms of reference, which are available

on the Company’s website.

Audit Committee

The Audit Committee is chaired by Richard King and

comprises all Directors. It meets formally at least twice a

year. The Board believes it is appropriate for the Chairman

of the Company to be a member of the Audit Committee as

she provides a valuable contribution to the Committee and

her membership enhances the operation of the Committee

and its interaction with the Board.

The Board considers that the members of the Audit

Committee have the requisite skills and experience to

fulfil the responsibilities of the Committee and that the

Committee, as a whole, has the competence relevant to

the investment trust sector. The Chairman of the Audit

Committee has significant recent and relevant financial

experience.

The Audit Committee has direct access to the Company’s

Auditor, and provides a forum through which the Auditor

reports to the Board. Representatives of the Auditor attend

meetings of the Audit Committee at least twice a year.

Further details about the Audit Committee and its

activities during the year under review are set out on

pages58 to 60.

Management Engagement Committee

Peter Hewitt is the Chairman of the Management

Engagement Committee, which comprises all Directors.

The Committee meets at least once a year to review the

ongoing performance and the continuing appointment

of all service providers of the Company, including the

Portfolio Manager. The Committee also considers any

variation to the terms of all service providers’ agreements

and reports its findings to the Board.

The performance of the Company’s service providers is

closely monitored by the Committee and in arriving at

its decisions regarding the continuing appointment of the

service providers, it is aided by the feedback received from

the Portfolio Manager and the Company Secretary on the

performance of those service providers.

Disclosure Committee

The Disclosure Committee is chaired by Jane Tufnell, the

Chairman of the Board, and includes Arabella Cecil as its

member. The Committee has been established to ensure

the identification and disclosure of inside information

and the Company’s ongoing compliance with the Market

Abuse Regulation. No meetings of the Committee were

held during the year. All ad hoc meetings were attended by

the whole Board.

Meeting attendance

The number of scheduled Board and Audit Committee meetings held during the year ended 31 March 2022 and the

attendance of the individual Directors is shown below:

Board Meetings Audit Committee

Management Engagement

Committee

Number entitled

to attend

Number

attended

Number entitled

to attend

Number

attended

Number entitled

to attend

Number

attended

Jane Tufnell 4 4 2 2 1 1

Arabella Cecil 4 4 2 2 1 1

Peter Hewitt 4 4 2 2 1 1

Richard King 4 4 2 2 1 1

In addition, one strategy meeting and six ad hoc committee and Board meetings were held during the year. All meetings

were attended by all Directors.

Corporate Governance Statement (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Performance evaluation

The Directors are aware that they need to continually

monitor and improve Board performance and recognise

that this can be achieved through regular evaluation of the

Board, its committees and the individual Directors; this

provides a valuable feedback mechanism for improving

Board’s effectiveness.

An evaluation of the Board and its Committees as well

as the Chairman and the individual Directors is carried

outannually.

The Chairman acts on the results of the Board’s evaluation

by recognising the strengths and addressing the weaknesses

of the Board and recommending any areas for development.

During the year ended 31 March 2022, the performance

of the Board, its committees and individual Directors

(including each Director’s independence) was

evaluated through a formal assessment process led by

the Chairman. This involved the circulation of a Board

and Committee evaluation checklist, tailored to suit

the nature of the Company, followed by discussions

between the Chairman and each of the Directors. The

performance of the Chairman was evaluated by the Senior

IndependentDirector.

As part of the Board evaluation discussions, each of the

Directors also assessed the overall time commitment of

their external appointments and it was concluded that all

Directors have sufficient time to discharge their duties.

During the year and since the year-end, all Directors have

without fail attended all Board and Committee meetings.

The Chairman is satisfied that the structure and operation

of the Board continues to be effective and relevant and

that there is a satisfactory mix of skills, experience and

knowledge of the Company. The Board has considered

the position of all the Directors including the Chairman

as part of the evaluation process and believes that it

would be in the Company’s best interests to propose them

for re-election.

Independence of Directors

The independence of the Directors was reviewed as part

of the annual evaluation process and it was found that

each Director is considered to be independent in character

and judgement and entirely independent of the Portfolio

Manager. None of the Directors sits on the boards of any

other companies managed by the Portfolio Manager.

Tenure

The Company has no set policy on the length of the tenure

of the Directors. It is intended that all Directors, including

the Chairman, would remain on the Board no longer

than nine years. However, the Board has agreed that to

facilitate a phased and efficient refreshment of the Board, if

necessary, the Chairman could stay on for more than nine

years as a Director.

Re-election of Directors

In accordance with the AIC Code, all Directors are subject

to annual re-election.

Accordingly, all Directors will be standing for re-election

at the Company’s forthcoming AGM. As detailed above,

following formal performance evaluation, it is considered

that each current Director has the necessary skills and

experience, and continues to contribute effectively to

the management of the Company. In addition, it is

believed that the Board has the relevant expertise and

sufficient time to provide the appropriate leadership and

direction for the Company. Therefore, the Board strongly

recommends the re election of each of the Directors on

the basis of their experience and expertise in investment

matters, their independence and continuing effectiveness

and commitment to the Company.

Diversity

The Board supports the principle of boardroom diversity,

of which gender is one important aspect, and the

recommendations of the Lord Davies review. The Board’s

aim is to have a broad range of approaches, backgrounds,

skills, knowledge and experience represented and to make

appointments on merit against objective criteria, including

diversity in its broadest sense. The Board believes that

this will promote the long-term sustainable success of

the Company and generate value for all shareholders by

ensuring there is cognitive diversity among the Directors

and the challenge needed to support good decision making.

To this end, achieving a diversity of perspectives and

backgrounds on the Board will be a key consideration in

any future Director search process. The gender balance

of, currently, two women and two men exceeds the

recommendations of Lord Davies’ reports on Women on

Boards. The Board is aware that gender representation

objectives have been set for FTSE 350 companies and

that targets concerning ethnic diversity have been

recommended. The Parker Review, which includes research

undertaken by the FRC, set a target for each FTSE 100

Corporate Governance Statement (continued)

ODYSSEAN INVESTMENT TRUST PLC

board to have at least one director of colour by 2021

and for each FTSE 250 board to have the same by 2024.

The Directors will continue to monitor developments

in this area. When appointing new Board members, the

Directors will consider gender and ethnic diversity besides

knowledge, skills and experience. However, the Board does

not feel that it would be appropriate to set targets as all

appointments are made on merit.

Conflicts of interest

Company Directors have a statutory obligation to avoid a

situation in which they (and connected persons) have, or

can have, a direct or indirect interest that conflicts, or may

possibly conflict, with the interests of the Company.

In line with the Companies Act 2006, the Board has the

power to sanction any potential conflicts of interest that

may arise and impose such limits or conditions that it

thinks fit. A register of interests and external appointments

is maintained by the Company Secretary and is reviewed at

every Board meeting to ensure that all details are kept up

to date. Should a conflict arise, the Board has the authority

to request that the Director concerned abstains from any

relevant discussion, or vote. Appropriate authorisation will

be sought prior to the appointment of any new directors or

if any new conflicts or potential conflicts arise.

No conflicts of interest arose during the year under review.

Induction of new Directors

The Company has an established process in place for the

induction of new Directors. An induction pack will be provided

to new Directors by the Company Secretary, containing

relevant information about the Company, its constitutional

documents and its processes and procedures. New appointees

will also have the opportunity of meeting with the Chairman

and relevant persons at the Portfolio Manager.

Training and Advice

On an ongoing basis, and further to the annual evaluation

process, the Company Secretary will make arrangements

for Directors to develop and refresh their skills and

knowledge in areas which are mutually identified as being

likely to be required, or of benefit to them, in carrying out

their duties effectively. Directors will endeavour to make

themselves available for any relevant training sessions

which may be organised for the Board.

The AIC holds regular Director Roundtable events

throughout the year, which are designed to cover the

latest issues and regulatory developments affecting the

investment company sector. The Director Roundtables are

open to all member investment company directors.

Insurance and indemnity provisions

The Board has agreed arrangements whereby Directors may

take independent professional advice in the furtherance of

their duties. The Company has Directors’ and Officers’

liability insurance to cover legal defence costs and public

offering of securities insurance in place in respect of the

IPO. Under the Company’s Articles of Association, the

Directors are provided, subject to the provisions of UK

legislation, with an indemnity in respect of liabilities

which they may sustain or incur in connection with their

appointment. The Company has also entered into a deed

of indemnity with each Director pursuant to which it

has agreed to insure, indemnify and/or loan funds to the

Director in relation to certain specific liabilities incurred

by them in the performance of their duties as a Director of

the Company.

Relations with stakeholders

As the Company does not have employees, its main

stakeholders comprise a small number of service providers

and its shareholders. Details regarding the Company’s

engagement with its stakeholders are set out in the Strategic

Report on pages 27 to 32.

Internal control review and assessment process

Details of the Company’s internal control review and the

assessment process are outlined in the Strategic Report on

pages 38 and 39.

Company Secretary

The Board has direct access to the advice and services of

the Company Secretary, Frostrow Capital LLP, which

is responsible for ensuring that Board and Committee

procedures are followed and that applicable regulations

are complied with. The Company Secretary is also

responsible to the Board for ensuring timely delivery of the

information and reports which the Directors require and

that the statutory obligations of the Company are met.

Independent Professional Advice

The Board has formalised arrangements under which the

Directors, in the furtherance of their duties, may seek

independent professional advice at the Company’s expense.

Corporate Governance Statement (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Corporate Governance Statement (continued)

Legal advice was sought during the year in respect of the

amendments to the Company’s Articles of Association,

which were approved by shareholders at the 2021 Annual

General Meeting, and in respect of the placing which was

undertaken in July 2021.

UK Stewardship Code and Exercise of Voting

Powers

The Board and the Investment Manager support the UK

Stewardship Code, issued by the FRC, which sets out

the principles of effective stewardship by institutional

investors. The Company’s investment portfolio is managed

by Odyssean Capital LLP who have extensive experience

and a strong commitment to effective stewardship.

The Board has delegated discretion to Odyssean Capital

LLP to exercise voting powers on its behalf in respect of

shares owned by the Company.

Nominee Share Code

Where the Company’s shares are held via a nominee

company name, the Company undertakes:

– to provide the nominee company with multiple

copies of shareholder communications, so long as

an indication of quantities has been provided in

advance;and

– to allow investors holding shares through a nominee

company to attend general meetings, provided

the correct authority from the nominee company

isavailable.

Nominee companies are encouraged to provide the

necessary authority to underlying shareholders to attend,

speak and vote at the Company’s general meetings.

Significant Holdings and Voting Rights

Details of the shareholders with substantial interests in the

Company’s shares, the Directors’ authorities to issue and

repurchase the Company’s shares, and the voting rights of

the shares are set out in the Report of the Directors.

Audit, Risk and Internal Control

The Statement of Directors’ Responsibilities on pages 65

and 66 describes the Directors’ responsibility for preparing

this annual report.

The Audit Committee Report on pages 58 to 60 explains

the work undertaken to allow the Directors to make

this statement and to apply the going concern basis of

accounting. It also sets out the main roles and responsibilities

and the work of the Audit Committee throughout the

year, and describes the Directors’ review of the Company’s

risk management and internal controlsystems.

A description of the principal risks facing the Company

and an explanation of how they are being managed is

provided in the Strategic Report on pages 38 to 45.

The Board’s assessment of the Company’s longer-term

viability is set out in the Business Review on pages 44 and45.

Remuneration

The Directors’ Remuneration Report on pages 61 to 64

sets out the levels of remuneration for each Director and

explains how Directors’ remuneration is determined.

Frostrow Capital LLP

Company Secretary

1 June 2022

ODYSSEAN INVESTMENT TRUST PLC

I am pleased to present the Audit Committee Report for

the year ended 31 March 2022.

Role of the Audit Committee

The primary responsibilities of the Audit Committee are:

– to monitor the integrity and contents of the Company’s

half-yearly reports, annual reports and financial

statements and accounting policies, and to review

compliance with regulatory and financial reporting

requirements;

– to advise the Board, where requested, on whether

the annual report and financial statements, taken as

a whole, are fair, balanced and understandable and

provide the information necessary for shareholders

to assess the Company’s position and performance,

business model and strategy;

– to review the principal and emerging risks facing the

Company that would threaten its business model,

future performance, solvency or liquidity;

– to review the Company’s internal financial controls

and review the adequacy and effectiveness of the

Company’s risk management systems;

– to assess the prospects of the Company for the next 12

months and to consider its longer-term viability;

– to consider annually whether there is a need for the

Company to have its own internal audit function;

– to oversee the selection process of possible new

appointees as external auditor;

– to make recommendations to the Board in relation to

the appointment, re-appointment and removal of the

Auditor;

– to approve the Auditor’s remuneration and its terms of

engagement;

– to review the adequacy and scope of the external audit;

– to consider the independence, objectivity and

effectiveness of the Auditor and the effectiveness of

the audit;

– to approve any non-audit services to be provided by

the Auditor and the fees paid for such services; and

– to ensure the effective operation of the Company’s

data protection policy.

Matters considered during the period

During the year ended 31 March 2022, the Committee

met twice and each Director’s attendance at these meetings

is set out in the table on page 54. The Committee also met

once following the year end. The Committee has:

– reviewed the internal controls and risk management

systems of the Company and its third party service

providers;

– agreed the audit plan with the Auditor, including the

principal areas of focus, and the fees in respect of the

audit;

– received and discussed with the Auditor their report

on the results of the audit; and

– reviewed the Company’s Half-Yearly Report and

Annual Report and Financial Statements, discussed

the appropriateness of the accounting policies adopted

and advised the Board accordingly.

The Committee has direct access to the Auditor, KPMG

LLP, who attends Committee meetings on a regular

basis. The Committee has the opportunity to meet with

the Auditor without the Portfolio Manager nor the

Administrator being present.

The issues considered by the Committee in relation to the

Annual Report and Financial Statements were:

Significant issue

(a) Valuation of investments

The Board relies on the Administrator and the

Portfolio Manager to use correct listed prices and seeks

comfort in the testing of this process through their

internal controls reports. The Committee reviewed

with the Portfolio Manager and the Administrator the

valuation process of the Company’s investments and

the systems in place to ensure the accuracy of these

valuations. The Committee, in consultation with the

Portfolio Manager, has decided not to change any

valuations in light of Covid-19 given investments

were all quoted on recognised stock exchanges.

The Company uses the services of an independent

custodian, RBC Investor Services Trust (UK Branch),

to hold the assets of the Company. The custodian’s and

the Portfolio Manager’s records are reconciled daily.

Audit Committee Report

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Other issues

(a) Internal controls

During the year, the Committee reviewed and updated

the Company’s risk register. The register is updated on

an ongoing basis and reviewed at every meeting of the

Committee.

The Audit Committee receives a report on internal

control and compliance from the Portfolio Manager

and discusses this with the Portfolio Manager. Reports

from the Company’s other service providers are also

reviewed. No significant matters of concern arose from

these discussions.

The Company does not have an internal audit

function as most of its day-to-day operations are

delegated to third parties, all of whom have their

own internal control procedures. The Committee

discussed whether it would be appropriate to establish

an internal audit function, and agreed that the existing

system of monitoring and reporting by third parties

remains appropriate and sufficient.

(b) Going concern and long-term viability

In line with the AIC Code, the Committee considered

the Company’s financial requirements and viability for

the forthcoming year and over a longer period of three

years. Their considerations have again included the

impact of Covid-19 on the markets, society as a whole

and the Company. Also included in the Committee’s

considerations was the war in Ukraine and its effects

in the UK and globally. As a result of this assessment,

the Committee concluded that the Company had

adequate resources to continue in operation and meet

its liabilities as they fall due both for the forthcoming

year and over the next two years. Related disclosures

are set out on pages 44 and 45.

The Portfolio Manager and the Administrator

have reported to the Audit Committee to confirm

continuing compliance with the requirements for

maintaining investment trust status. The position is

also discussed with the Auditor as part of the audit

process.

Following the consideration of the above issues and its

detailed review, the Committee was of the opinion that

the Annual Report and Financial Statements, taken as a

whole, are fair, balanced and understandable and provide

the information necessary for shareholders to assess the

Company’s position and performance, business model and

strategy and advised the Board accordingly.

Audit fees and non-audit services

An audit fee of £39,300 has been agreed in respect of

the audit for the year ended 31 March 2022 (year ended

31 March 2021: £37,600).

In accordance with the Company’s non-audit services

policy, the Audit Committee reviews the scope and nature

of all proposed non-audit services before engagement,

to ensure that auditor independence and objectivity

are safeguarded. The policy includes a list of non-audit

services which may be provided by the Auditor provided

there is no apparent threat to independence, as well as a

list of services which are prohibited. In respect of any

permissible non-audit service up to a fee of £10,000 or

where any urgent matters arise, the Audit Committee

has delegated authority to the Portfolio Manager to

approve these between meetings. Non-audit services are

capped at 70% of the average of the statutory audit fees

for the preceding three years. No non-audit services were

provided by the Auditor during the year ended 31 March

2022 (2021:none).

Further information on the fees paid to the Auditor is set

out in note 4 to the Financial Statements on page 83.

Effectiveness of the external audit

The Audit Committee monitors and reviews the

effectiveness of the external audit carried out by the

Auditor, including a detailed review of the audit plan and

the audit results report, and makes recommendations to the

Board on the re-appointment, remuneration and terms of

engagement of the Auditor. This review takes into account

the experience and tenure of the audit partner and team, the

nature and level of services provided, and confirmation that

the Auditor has complied with independence standards.

Any concerns with the effectiveness of the external audit

process would be reported to the Board. No concerns were

raised in respect of the year ended 31 March 2022.

Audit Committee Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Independence and objectivity of the Auditor

The Committee receives an annual assurance from the

Auditor that its independence is not compromised. No

non-audit services were provided by the Auditor to the

Company during the year. Following a review of the

performance of the Auditor, the Committee is satisfied

that the Auditor remains independent and objective,

and has fulfilled its obligations to the Company and its

shareholders. There are no contractual obligations that

would restrict the Committee in selecting an alternative

external auditor.

KPMG LLP has been the Auditor to the Company

since launch in 2018. The auditor is required to rotate

the audit partner every five years and the current audit

partner is Jatin Patel, who has been in place for four years.

It is therefore anticipated that Mr Patel will serve as audit

partner for one more year until completion of the audit

process in 2023. No tender for the audit of the Company

has been undertaken. The Committee will review the

continuing appointment of the Auditor on an annual basis

and give regular consideration to the Auditor’s fees and

independence, along with matters raised during each audit.

Re-appointment of the Auditor

Following consideration of the performance of the

Auditor, the services provided during the year and a review

of its independence and objectivity, the Committee has

recommended to the Board the re-appointment of KPMG

LLP as Auditor to the Company.

In accordance with the requirements relating to the

appointment of auditors, the Company would need to

conduct an audit tender no later than for the accounting

period beginning 1 April 2028.

Richard King

Chairman of the Audit Committee

1 June 2022

Audit Committee Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Statement from the Chairman

I am pleased to present the Directors’ Remuneration

Report for the year ended 31 March 2022.

As the Company has no employees and the Board is

comprised wholly of non-executive Directors, the Board

has not established a separate Remuneration Committee.

Directors’ remuneration is determined by the Board as

a whole, at its discretion within an aggregate ceiling of

£300,000 per annum, as prescribed in the Company’s Articles

of Association. Each Director abstains from voting on their

own individual remuneration. During the period, the Board

reviewed the levels of Directors’ remuneration while having

regard to the Company’s financial position and performance,

remuneration in other companies of comparable scale and

complexity and market statistics generally.

During the year ended 31 March 2022, the annual fees were

set out at the rate of £35,500 for the Chairman, £28,500

for the Chairman of the Audit committee and £25,000 for

a Director.

For the year ending 31 March 2023, it is proposed that all

Directors’ fees be increased by 3.5% and rounded up to

the nearest £100 with effect from 1 April 2022 in order to

bring them more in line with the market. The new annual

fee rates for the year ending 31 March 2022 are £36,800

for the Chairman, £29,500 for the Chairman of the Audit

Committee and £25,900 for a Director.

Each of the Directors has agreed to use their applicable

Directors’ fees (net of applicable taxes) to acquire the

Company’s ordinary shares in the secondary market,

subject to regulatory requirements. In relation to any

dealings, the Directors will comply with the share dealing

code adopted by the Company in accordance with the

Market Abuse Regulation.

An ordinary resolution will be put to shareholders at the

forthcoming AGM to be held on 21 September 2022 to

receive and approve the Directors’ Remuneration Report.

The Directors’ Remuneration Policy was last approved

by shareholders at the AGM held on 27 June 2019 and

will again be on the agenda for the forthcoming AGM

to be held on 21September 2022. The provisions of the

Remuneration Policy, as detailed on page 64, will apply

until they are next put to shareholders for renewal of that

approval, which must be at intervals of not more than

three years, or earlier, if proposals are made to vary the

policy. The Remuneration Policy is binding and sets the

parameters within which Directors’ remuneration may

be set. There will be no significant change in the way the

Remuneration Policy will be implemented in the course of

the next financial year.

Company performance

The graph below compares the total return to holders of ordinary shares since they were first admitted to trading on

the LSE, compared to the total return of the NSCI ex IC plus AIM Total Return Index. Further information about the

Company’s performance during the year is detailed in the Chairman’s Statement and the Portfolio Manager’s Report on

pages 7 to 23.

100

120

140

160

180

NSCI ex IC plus AIM Total Return Index

OIT Share Price

May 2018

Jul 2018

Sep 2018

Nov 2018

Jan 2019

Mar 2019

May 2019

Jul 2019

Sep 2019

Nov 2019

Jan 2020

Mar 2020

May 2020

Jul 2020

Sep 2020

Nov 2020

Jan 2021

Mar 2021

May 2021

100

120

140

160

180

Jul 2021

Sep 2021

Nov 2021

Jan 2022

Mar 2022

As at 31 March 2022. Performance measured from close of business on 1 May 2018. Share performance since inception assumes IPO price of 100.0p.

Source:Bloomberg. Rebased to 100.

Directors’ Remuneration Report

ODYSSEAN INVESTMENT TRUST PLC

Directors’ remuneration for the year ended 31 March 2022 (audited)

The single total figure table below details the remuneration received by the Directors who served during the year:

Director

Year ended 31 March 2022 Year ended 31 March 2021

Percentage

change fees

(%)Fees

Taxable

benefits Total Fees

Taxable

benefits Total

Jane Tufnell¹ £35,500 – £35,500 £34,000 – £34,000 4.4%

Arabella Cecil

£25,000 – £25,000 £24,000 – £24,000 4.2%

Peter Hewitt

–

£493 £493 –

– – –

Richard King

£28,500 – £28,500 £27,500 – £27,500 3.6%

£89,000 £493 £89,493 £85,500 – £85,500

¹ Appointed on 21 December 2017.

² Appointed on 31 January 2018.

Peter Hewitt is not receiving a fee in respect of his services as a Director to the Company; this is owing to his employment as a director of Global Equities in BMO

Global Asset Management Limited.

There are no variable elements in the remuneration payable to the Directors. Taxable benefits included in the above

table are in respect of the amounts reimbursed to Directors as travel and other expenses properly incurred by them in the

performance of their duties.

Relative importance of spend on pay

The table below shows the amount of the Company’s income spent on pay.

Year ended

31 March 2022

Year ended

31 March 2021

Spend on Directors’ fees* £89,493 £85,500

Management fee and other expenses £2,122,000 £1,442,000

* As the Company has no employees, the total spend on pay on remuneration comprises only the Directors’ fees.

In the absence of any employees, dividend payments made during the year and amount spent on shares buybacks,

the management fee and other expenses have been included because the Directors believe it will help shareholders’

understanding of the relative importance of the spend on pay. The figures for this measure are the same as those shown in

notes 3 and 4 to the Financial Statements.

Directors’ Remuneration Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Directors’ interests (audited)

The Company’s Articles of Association do not require a Director to own shares in the Company. The interests of the

Directors and any connected persons in the ordinary shares of the Company at 31 March 2022 and 1 June 2022, the date

of this report, are shown in the table below:

1 June

2022

Number of shares

31 March

2022

Number of shares

31 March

2021

Number of shares

Jane Tufnell 654,225 651,125 572,910

Arabella Cecil 178,896 175,755 152,618

Peter Hewitt 35,000 35,000 35,000

Richard King 76,453 74,315 67,800

None of the Directors or any person connected with them had a material interest in the Company’s transactions,

arrangements or agreements during the year.

Voting at AGM

The Directors’ Remuneration Report for the year ended 31 March 2021 was approved at the AGM held on 22 September

2021. The votes cast by proxy on the resolution were:

Directors’ Remuneration Report

Number of votes % of votes cast

For 45,171,443 99.99

Against 4,000 0.01

Total votes cast 45,175,443 100.0

Votes withheld 6,846 0.0

Any proxy votes which were at the discretion of the Chairman were included in the “For” total.

A vote withheld is not a vote in law and is not counted in the calculations of votes cast by proxy.

Directors’ Remuneration Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Remuneration policy

The Company follows the recommendation of the AIC

Code that non executive Directors’ remuneration should

reflect the time commitment and responsibilities of

the role. The Board’s policy is that the remuneration of

non- executive Directors should reflect the experience of

the Board as a whole, and be determined with reference to

comparable organisations and appointments.

All Directors are non-executive, appointed under the terms

of letters of appointment. There are no service contracts in

place. The Company has no employees.

The fees for the non-executive Directors are determined

within the limits (not to exceed £300,000 per annum)

set out in the Company’s Articles of Association, or any

greater sum that may be determined by special resolution

of the Company. Directors are not eligible for bonuses,

share options, long-term incentive schemes or other

performance-related benefits as the Board does not believe

that this is appropriate for non-executive Directors. There

are no pension arrangements or retirement benefits in

place for the Directors of the Company.

Under the Company’s Articles of Association, if any

Director is called upon to perform or render any special

duties or services outside their ordinary duties as a Director,

they may be paid such reasonable additional remuneration

as the Board, or any committee authorised by the Board,

may from time to time determine.

The Directors are entitled to be repaid all reasonable

travelling, hotel and other expenses properly incurred

by them in or about the performance of their duties as

Director, including any expenses incurred in attending

meetings of the Board or any committee of the Board or

general meetings of the Company.

Directors’ and Officers’ liability insurance cover is

maintained by the Company on behalf of the Directors.

Directors’ fee levels

Component Role

Rate at

1 April

2022

Purpose of

Remuneration

Annual fee Chairman £36,800 Commitment as Chair-

man

Annual fee Non-executive

Director

£25,900 Commitment as

non-executive Director

Additional fee Chairman of

the Audit

Committee

£3,600 For additional respon-

sibilities and time

commitments

Additional fee All Directors N/A For extra or special

services performed in

their role as a Director

Expenses All Directors N/A Reimbursement of

expenses incurred in

the performance of

duties as a Director

1 The Chairman of the Board is paid a higher fee than the other Directors to

reflect the more onerous role.

2 The Company’s Articles of Association limit the aggregate fees payable to the

Board of Directors to £300,000 per annum.

3 The Chairman of the Audit Committee is paid a higher fee than the other

Directors to reflect the more onerous role.

4 Additional fees would only be paid in exceptional circumstances in relation

to the performance of extra or special services.

Each of the Directors has agreed to use their applicable

Directors’ fees (net of applicable taxes) to acquire the

Company’s ordinary shares in the secondary market,

subject to regulatory requirements.

Fees are reviewed annually in accordance with the above

policy. The fee for any new Director appointed to the

Board will be determined on the same basis. The Company

is committed to ongoing shareholder dialogue and any

views expressed by shareholders on the fees being paid to

Directors would be taken into consideration by the Board

when reviewing the Directors’ remuneration policy and in

the annual review of Directors’ fees.

Compensation will not be made upon early termination of

appointment.

Approval

The Directors’ Remuneration Report was approved by the

Board and signed on its behalf by:

Jane Tufnell

Chairman

1 June 2022

Directors’ Remuneration Report (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

The Directors are responsible for preparing the Annual

Report and Financial Statements in accordance with

applicable law and regulation.

Company law requires the Directors to prepare financial

statements for each financial period. Accordingly,

the Directors have prepared the Financial Statements

in accordance with IFRS as adopted by the United

Kingdom. Under company law, the Directors must not

approve the Financial Statements unless they are satisfied

that they give a true and fair view of the state of affairs of

the Company and of the profit or loss of the Company

for that period.

In preparing the Financial Statements, the Directors are

required to:

– select suitable accounting policies in accordance with

IAS 8: “Accounting Policies, Changes in Accounting

Estimates and Errors” and then apply them

consistently;

– present information, including accounting policies, in

a manner that provides relevant, reliable, comparable

and understandable information;

– provide additional disclosures when compliance

with specific requirements in IFRS is insufficient to

enable users to understand the impact of particular

transactions, other events and conditions on

the Company’s financial position and financial

performance;

– state whether applicable IFRS have been followed,

subject to any material departures disclosed and

explained in the Financial Statements;

– make judgements and accounting estimates that are

reasonable and prudent; and

– prepare the Financial Statements on the going concern

basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Company

and enable them to ensure that the Financial Statements

comply with Companies Act 2006 and Article 4 of the

IAS Regulation. They are also responsible for safeguarding

the assets of the Company and hence for taking reasonable

steps for the prevention and detection of fraud and other

irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a Strategic Report, Directors’

Report, Directors’ Remuneration Report and Corporate

Governance Statement that comply with that law and

those regulations, and for ensuring that the Annual Report

includes information required by the Listing Rules of the

FCA.

The Financial Statements are published on the Company’s

website, www.oitplc.com, which is maintained on behalf of

the Company by Frostrow Capital LLP. The work carried

out by the Auditor does not involve consideration of the

maintenance and integrity of this website and accordingly,

the Auditor accepts no responsibility for any changes that

have occurred to the Financial Statements since they were

initially presented on the website.

Under the Portfolio Management Agreement, the

Portfolio Manager is responsible for the maintenance

and integrity of the corporate and financial information

included on the Company’s website. Visitors to the

website need to be aware that legislation in the United

Kingdom covering the preparation and dissemination

of the financial statements may differ from legislation in

their jurisdiction.

We confirm that to the best of our knowledge:

– the Financial Statements, which have been prepared

in accordance with IFRS as adopted by the United

Kingdom, give a true and fair view of the assets,

liabilities, financial position and loss of the Company;

and

– the Annual Report includes a fair review of the

development and performance of the business and the

position of the Company, together with a description

of the principal risks and uncertainties that it faces.

Statement of Directors’ Responsibilities

ODYSSEAN INVESTMENT TRUST PLC

The Directors consider that the Annual Report and

Financial Statements, taken as a whole, is fair, balanced and

understandable and provides the information necessary

for shareholders to assess the Company’s position and

performance, business model and strategy.

On behalf of the Board

Jane Tufnell

Chairman

1 June 2022

Statement of Directors’ Responsibilities (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

1. Our opinion is unmodified

We have audited the financial statements of Odyssean

Investment Trust PLC (“the Company”) for the year

ended 31 March 2022 which comprise the statement of

comprehensive income, balance sheet, statement of

changes in equity, cash flow statement, and the related

notes, including the accounting policies in note 1.

In our opinion:

– the financial statements give a true and fair view of

the state of the Company’s affairs as at 31 March 2022

and its return for the year then ended;

– have been properly prepared in accordance with

International Financial Reporting Standards (IFRSs) as

adopted by the UK; and

– have been prepared in accordance with the

requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable

law. Our responsibilities are described below. We believe

that the audit evidence we have obtained is a sufficient

and appropriate basis for our opinion. Our audit opinion is

consistent with our report to the audit committee.

We were first appointed as auditor by the shareholders

on 29 November 2018. The period of total uninterrupted

engagement is for the four financial years ended

31 March 2022. We have fulfilled our ethical responsibilities

under, and we remain independent of the Company in

accordance with, UK ethical requirements including the

FRC Ethical Standard as applied to listed public interest

entities. No non-audit services prohibited by that standard

were provided.

Overview

Materiality:

Financial statements as

a whole

£1.6m (2021: £1.25m)

1% of Total Assets (2021: 1%)

Key audit matter:

vs 2021

Recurring risks:

Carrying amount of quoted

investments

to the members of Odyssean Investment Trust PLC

Independent

auditor’s report

ODYSSEAN INVESTMENT TRUST PLC

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial

statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,

including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the

efforts of the engagement team. We summarise below the key audit matter (unchanged from 2021), in arriving at our audit opinion

above, together with our key audit procedures to address this matter and, as required for public interest entities, our results from

those procedures. This matter was addressed, and our results are based on procedures undertaken, in the context of, and solely for the

purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that

opinion, and we do not provide a separate opinion on this matter.

The risk Our response

Carrying amount of quoted

investments

(£155m; (2021: £109m))

Refer to page 58 (Audit Committee

Report), page 77 (accounting policy)

and page 85 and 86 (financial

disclosures).

Low risk, high value:

The Company’s portfolio of quoted

investments makes up 97% (2021: 87%)

of the Company’s total assets by value

and is considered to be one of the key

drivers of results. We do not consider these

investments to be at a high risk of significant

misstatement, or to be subject to a significant

level of judgement because they comprise

liquid, quoted investments. However, due to

their materiality in the context of the financial

statements as a whole, they are considered

to be one of the areas which had the

greatest effect on our overall audit strategy

and allocation of resources in planning and

completing our audit.

We performed the detailed tests below rather

than seeking to rely on any of the Company’s

controls, because the nature of the balance

is such that we would expect to obtain audit

evidence primarily through the detailed

procedures described below.

Our procedures included:

Tests of detail: Agreeing the valuation of

100% of quoted investments in the portfolio

to externally quoted prices; and

Enquiry of custodians: Agreeing 100%

of investment holdings in the portfolio

to independently received third party

confirmations from investment custodians.

Our findings: We found the carrying amount

of quoted investments to be acceptable

(2021: acceptable).

3. Our application of Company materiality and

an overview of the scope of our audit

Materiality for the financial statements as a whole was set

at £1.6m (2021: £1.25m), determined with reference to a

benchmark of total assets, of which it represents 1% (2021: 1%).

In line with our audit methodology, our procedures on

individual account balances and disclosures were performed

to a lower threshold, performance materiality, so as to reduce

to an acceptable level the risk that individually immaterial

misstatements in individual account balances add up to a

material amount across the financial statements as a whole.

Performance materiality was set at 75% (2021: 75%) of

materiality for the financial statements as a whole, which

equates to £1.2m (2021: £0.94m). We applied this percentage

in our determination of performance materiality because we did

not identify any factors indicating an elevated level of risk.

The risk Our response

Carrying amount of quoted

investments

(£155m; (2021: £109m))

Refer to page 58 (Audit

Committee Report), page 77

(accounting policy) and page 85

and 86 (financial disclosures).

Low risk, high value

The Company’s portfolio of quoted

investments makes up 97% (2021: 87%) of

the Company’s total assets by value and is

considered to be one of the key drivers of

results. We do not consider these

investments to be at a high risk of

significant misstatement, or to be subject to

a significant level of judgement because

they comprise liquid, quoted investments.

However, due to their materiality in the

context of the financial st

atements as a

whole, they are considered to be one of the

areas which had the greatest effect on our

overall audit strategy and allocation of

resources in planning and completing our

audit.

e performed the detailed tests below rather

han seeking to rely on any of the Company’s

ontrols, because the nature of the balance is

uch that we would expect to obtain audit

vidence primarily through the detailed

rocedures described below.

r procedures included:

Tests of detail: Agreeing the valuation of

100% of quoted investments in the

portfolio to externally quoted prices; and

Enquiry of custodians: Agreeing 100% of

investment holdings in the portfolio to

independently received third party

confirmations from investment custodians.

Our findings

We found the carrying amount of

quoted investments to be

acceptable (2021: acceptable).

3. Our application of materiality and an

overview of the scope of our audit

Materiality for the financial statements as a whole was set

at £1.6m (2021: £1.25m), determined with reference to a

benchmark of total assets, of which

it represents 1%

(2021: 1%).

In line with our audit methodology, our procedures on

individual account balances and disclosures were

performed to a lower threshold, performance materiality,

so as to reduce to an acceptable level the risk that

individually immaterial misstatements in individual account

balances add up to a material amount across the financial

statements as a whole. Performance materiality was set at

75% (2021: 75%) of materiality for the financial

statements as a whole, which equates to £1.2m (2021:

£0.94m). We applied this percentage in our determination

of performance materiality because we did

not identify any

factors indicating an elevated level of risk.

Total Assets

£160.97m (2021: £125.1m)

Materiality

£1.6m (2021: £1.25m)

£1

.6m

hole financial

tatements materiality

1.2m

erformance materiality

(

2021: £0.94m)

80k

isstatements reported to the

udit committee (2021: £63k)

Materiality

Total assets

We agreed to report to the Audit Committee any

corrected or uncorrected identified misstatements

exceeding £80k (2021: £63k), in addition to other

identified misstatements that warranted reporting on

qualitative grounds.

Our audit of the Company was undertaken to the

materiality level specified above and was performed by a

single audit team.

The scope of the audit work was fully substantive as we

did not rely upon the Company’s internal control over

financial reporting.

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial

statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by

us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and

directing the efforts of the engagement team. We summarise below the key audit matter (unchanged from 2021), in arriving at

our audit opinion above, together with our key audit procedures to address this matter and, as required for public interest

entities, our results from those procedures. This matter was addressed, and our results are based on procedures undertaken, in

the context

of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion

thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on this matter.

We agreed to report to the Audit Committee any corrected

or uncorrected identified misstatements exceeding £80k

(2021: £63k), in addition to other identified misstatements that

warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the materiality

level specified above and was performed by a single audit team.

The scope of the audit work was fully substantive as we did not

rely upon the Company’s internal control over financial reporting.

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

ODYSSEAN INVESTMENT TRUST PLC

4. Going Concern

The Directors have prepared the financial statements on

the going concern basis as they do not intend to liquidate

the Company or to cease their operations, and as they have

concluded that the Company’s financial position means that this

is realistic. They have also concluded that there are no material

uncertainties that could have cast significant doubt over their

ability to continue as a going concern for at least a year from

the date of approval of the financial statements (“the going

concern period”).

We used our knowledge of the Company, its industry, and the

general economic environment to identify the inherent risks

to its business model and analysed how those risks might

affect the Company’s financial resources or ability to continue

operations over the going concern period. The risks that we

considered most likely to adversely affect the Company’s

available financial resources and its ability to operate over this

period were:

– the impact of a significant reduction in the valuation of

investments;

– the liquidity of the investment portfolio and its ability to

meet the liabilities of the Company as and when they fall

due; and

– the operational resilience of key service organisations.

We considered whether these risks could plausibly affect the

liquidity in the going concern period by assessing the degree of

downside assumption that, individually and collectively, could

result in a liquidity issue, taking into account the Company’s

liquid investment position (and the results of their stress

testing).

We considered whether the going concern disclosure in note 1

to the financial statements gives a full and accurate description

of the Directors’ assessment of going concern, including the

identified risks and related sensitivities.

Our conclusions based on this work:

– we consider that the directors’ use of the going concern

basis of accounting in the preparation of the financial

statements is appropriate;

– we have not identified, and concur with the directors’

assessment that there is no material uncertainty related to

events or conditions that, individually or collectively, may

cast significant doubt on the Company's ability to continue

as a going concern for the going concern period;

– we have nothing material to add or draw attention to

in relation to the directors’ statement in Note 1 to the

financial statements on the use of the going concern basis

of accounting with no material uncertainties that may cast

significant doubt over the Company’s use of that basis for

the going concern period, and we found the going concern

disclosure in note 1 to be acceptable; and

– the related statement under the Listing Rules set out

on page 44 is materially consistent with the financial

statements and our audit knowledge.

However, as we cannot predict all future events or conditions

and as subsequent events may result in outcomes that are

inconsistent with judgements that were reasonable at the time

they were made, the above conclusions are not a guarantee that

the Company will continue in operation.

5. Fraud and breaches of laws and regulations – ability

to detect

Identifying and responding to risks of material misstatement

due to fraud

To identify risks of material misstatement due to fraud (“fraud

risks”) we assessed events or conditions that could indicate an

incentive or pressure to commit fraud or provide an opportunity

to commit fraud. Our risk assessment procedures included:

– enquiring of Directors as to the Company’s high-level

policies and procedures to prevent and detect fraud,

as well as whether they have knowledge of any actual,

suspected or alleged fraud;

– assessing the segregation of duties in place between the

Directors, the Administrator and the Company’s Investment

Manager; and

– reading Board and Audit Committee minutes.

As required by auditing standards, we perform procedures

to address the risk of management override of controls, in

particular to the risk that management may be in a position

to make inappropriate accounting entries. We evaluated the

design and implementation of the controls over journal entries

and other adjustments and made inquiries of the Administrator

about inappropriate or unusual activity relating to the processing

of journal entries and other adjustments. We substantively

tested all material post-closing entries and, based on the

results of our risk assessment procedures and understanding

of the process, including the segregation of duties between

the Directors and the Administrator, no further high-risk journal

entries or other adjustments were identified.

On this audit we have rebutted the fraud risk related to revenue

recognition because the revenue is non-judgemental and

straightforward, with limited opportunity for manipulation. We

did not identify any significant unusual transactions or additional

fraud risks.

Identifying and responding to risks of material misstatement

due to non-compliance with laws and regulations

We identified areas of laws and regulations that could

reasonably be expected to have a material effect on the financial

statements from our general commercial and sector experience

and through discussion with the Directors, the Investment

Manager and the Administrator (as required by auditing

standards) and discussed with the Directors the policies and

procedures regarding compliance with laws and regulations.

As the Company is regulated, our assessment of risks

involved gaining an understanding of the control environment

including the entity’s procedures for complying with regulatory

requirements.

ODYSSEAN INVESTMENT TRUST PLC

5. Fraud and breaches of laws and regulations –

ability to detect (continued)

The potential effect of these laws and regulations on the

financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that

directly affect the financial statements including financial

reporting legislation (including related companies legislation),

distributable profits legislation, and its qualification as an

Investment Trust under UK taxation legislation, any breach of

which could lead to the Company losing various deductions

and exemptions from UK corporation tax, and we assessed the

extent of compliance with these laws and regulations as part of

our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and

regulations where the consequences of non-compliance

could have a material effect on amounts or disclosures in the

financial statements, for instance through the imposition of

fines or litigation. We identified the following areas as those

most likely to have such an effect: money laundering, data

protection, bribery and corruption legislation and certain aspects

of company legislation recognising the financial and regulated

nature of the Company’s activities and its legal form. Auditing

standards limit the required audit procedures to identify

non-compliance with these laws and regulations to enquiry of

the Directors and the Administrator and inspection of regulatory

and legal correspondence, if any. Therefore if a breach of

operational regulations is not disclosed to us or evident from

relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches

of law or regulation

Owing to the inherent limitations of an audit, there is an

unavoidable risk that we may not have detected some material

misstatements in the financial statements, even though we

have properly planned and performed our audit in accordance

with auditing standards. For example, the further removed

non-compliance with laws and regulations is from the events

and transactions reflected in the financial statements, the less

likely the inherently limited procedures required by auditing

standards would identify it.

In addition, as with any audit, there remained a higher risk of

non-detection of fraud, as these may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of

internal controls. Our audit procedures are designed to detect

material misstatement. We are not responsible for preventing

non-compliance or fraud and cannot be expected to detect

non-compliance with all laws and regulations.

6. We have nothing to report on the other information in

the Annual Report

The directors are responsible for the other information

presented in the Annual Report together with the financial

statements. Our opinion on the financial statements does not

cover the other information and, accordingly, we do not express

an audit opinion or, except as explicitly stated below, any form

of assurance conclusion thereon.

Our responsibility is to read the other information and, in

doing so, consider whether, based on our financial statements

audit work, the information therein is materially misstated

or inconsistent with the financial statements or our audit

knowledge. Based solely on that work we have not identified

material misstatements in the other information.

Strategic report and directors’ report

Based solely on our work on the other information:

– we have not identified material misstatements in the

strategic report and the directors’ report;

– in our opinion the information given in those reports for the

financial year is consistent with the financial statements;

and

– in our opinion those reports have been prepared in

accordance with the Companies Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration Report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

Disclosures of emerging and principal risks and longer-term

viability

We are required to perform procedures to identify whether

there is a material inconsistency between the Directors’

disclosures in respect of emerging and principal risks and

the viability statement, and the financial statements and our

audit knowledge.

Based on those procedures, we have nothing material to add or

draw attention to in relation to:

– the directors’ confirmation within the principal risks,

emerging risks and risk management section on page

38 that they have carried out a robust assessment of the

emerging and principal risks facing the Company, including

those that would threaten its business model, future

performance, solvency and liquidity;

– The Emerging and Principal Risks disclosures describing

these risks and explaining how they are being managed

and mitigated; and

– the directors’ explanation in the viability statement of how

they have assessed the prospects of the Company, over

what period they have done so and why they considered

that period to be appropriate, and their statement as to

whether they have a reasonable expectation that the

Company will be able to continue in operation and meet

its liabilities as they fall due over the period of their

assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

We are also required to review the Viability Statement, set

out on page 44 under the Listing Rules. Based on the above

procedures, we have concluded that the above disclosures

are materially consistent with the financial statements and our

audit knowledge.

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

6. We have nothing to report on the other information

in the Annual Report (continued)

Our work is limited to assessing these matters in the context

of only the knowledge acquired during our financial statements

audit. As we cannot predict all future events or conditions and as

subsequent events may result in outcomes that are inconsistent

with judgments that were reasonable at the time they were

made, the absence of anything to report on these statements is

not a guarantee as to the Company’s longer-term viability.

Corporate governance disclosures

We are required to perform procedures to identify whether

there is a material inconsistency between the Directors’

corporate governance disclosures and the financial statements

and our audit knowledge.

Based on those procedures, we have concluded that each of the

following is materially consistent with the financial statements

and our audit knowledge:

– the Directors’ statement that they consider that the annual

report and financial statements taken as a whole is fair,

balanced and understandable, and provides the information

necessary for shareholders to assess the Company’s

position and performance, business model and strategy;

– the section of the annual report describing the work of

the Audit Committee, including the significant issues that

the audit committee considered in relation to the financial

statements, and how these issues were addressed; and

– the section of the annual report that describes the review

of the effectiveness of the Company’s risk management

and internal control systems.

We are required to review the part of Corporate Governance

Statement relating to the Company’s compliance with the

provisions of the UK Corporate Governance Code specified by

the Listing Rules for our review. We have nothing to report in

this respect

7. We have nothing to report on the other matters on

which we are required to report by exception

Under the Companies Act 2006, we are required to report to you

if, in our opinion:

– adequate accounting records have not been kept by the

Company, or returns adequate for our audit have not been

received from branches not visited by us; or

– the financial statements and the part of the Directors’

Remuneration Report to be audited are not in agreement

with the accounting records and returns; or

– certain disclosures of directors’ remuneration specified by

law are not made; or

– we have not received all the information and explanations

we require for our audit.

We have nothing to report in these respects.

8. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 65,

the Directors are responsible for: the preparation of the financial

statements including being satisfied that they give a true and

fair view; such internal control as they determine is necessary

to enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error;

assessing the Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern; and

using the going concern basis of accounting unless they either

intend to liquidate the Company or to cease operations, or have

no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or other

irregularities (see below), or error, and to issue our opinion in

an auditor’s report. Reasonable assurance is a high level of

assurance, but does not guarantee that an audit conducted

in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from

fraud, other irregularities or error and are considered material if,

individually or in aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis

of the financial statements.

The Company is required to include these financial statements

in an annual financial report prepared using the single electronic

reporting format specified in the TD ESEF Regulation. This

auditor's report provides no assurance over whether the

annual financial report has been prepared in accordance with

that format.

A fuller description of our responsibilities is provided on the

FRC’s website at www.frc.org.uk/auditorsresponsibilities

9. The purpose of our audit work and to whom we owe

our responsibilities

This report is made solely to the Company’s members, as a

body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might

state to the Company’s members those matters we are required

to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company and

the Company’s members, as a body, for our audit work, for this

report, or for the opinions we have formed.

Jatin Patel (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London

E14 5GH

1 June 2022

ODYSSEAN INVESTMENT TRUST PLC

FINANCIAL STATEMENTS

73 Statement of Comprehensive Income

74 Statement of Changes in Equity

75 Balance Sheet

76 Cash Flow Statement

77 Notes to the Financial Statements

Financial Statements

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Statement of Comprehensive Income

Year ended 31 March 2022 Year ended 31 March 2021

Notes

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

To t a l

£’000

Income 2 2,573 – 2,573 852 – 852

Net gains on investments at fair value 7 – 24,137 24,137 – 45,113 45,113

Total income 2,573 24,137 26,710 852 45,113 45,965

Expenses

Portfolio management and performance fees 3 (1,459) (2,436) (3,895) (943) (1,825) (2,768)

Other expenses 4 (663) – (663) (499) – (499)

Total expenses (2,122) (2,436) (4,558) (1,442) (1,825) (3,267)

Return/(loss) before taxation 451 21,701 22,152 (590) 43,288 42,698

Taxation 5 – – – (3) – (3)

Return/(loss) for the period 451 21,701 22,152 (593) 43,288 42,695

Basic and diluted return/(loss) per share

(pence) 6 0.5 23.5 24.0 (0.7) 49.2 48.5

The total column of this statement is the Income Statement of the Company prepared in accordance with International

Financial Reporting Standards (“IFRS”), as adopted by the United Kingdom. The supplementary revenue and capital

columns are presented in accordance with the Statement of Recommended Practice issued by the AIC (“AIC SORP”).

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or

discontinued during the period.

There is no other comprehensive income, and therefore the profit for the period after tax is also the total comprehensive

income.

The accompanying notes are an integral part of these financial statements.

for the year ended 31 March 2022

ODYSSEAN INVESTMENT TRUST PLC

Statement of Changes in Equity

Notes

capital

£’000

premium

account

£’000

Special

distributable

reserve

£’000

Capital

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Year ended 31 March 2022

Opening balance as at 1 April 2021 883 449 85,245 36,562 (579) 122,560

Total comprehensive income for the year 21,701 451 22,152

Net proceeds from share issuance 79 12,583 – – – 12,662

Shares released from treasury – 212 230 – – 442

As at 31 March 2022 962 13,244 85,475 58,263 (128) 157,816

Notes

capital

£’000

premium

account

£’000

Special

distributable

reserve

£’000

Capital

reserve

£’000

Revenue

reserve

£’000

To t a l

£’000

Year ended 31 March 2021

Opening balance as at 1 April 2020 883 449 85,475 (6,726) 14 80,095

Total comprehensive income for the period – – – 43,288 (593) 42,695

Share purchases into treasury – – (230) – – (230)

As at 31 March 2021 883 449 85,245 36,562 (579) 122,560

The accompanying notes are an integral part of these financial statements.

for the year ended 31 March 2022

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Balance Sheet

Notes

31 March

2022

£’000

31 March

2021

£’000

Non current assets

Investments at fair value through profit or loss 7 155,348 109,259

Current assets

Trade and other receivables 8 420 143

Cash and cash equivalents 5,197 15,689

5,617 15,832

Total assets 160,965 125,091

Current liabilities

Trade and other payables 9 (3,149) (2,531)

Total liabilities (3,149) (2,531)

Total assets less current liabilities 157,816 122,560

Net assets 157,816 122,560

Represented by:

Share capital 10 962 883

Share premium account 13,244 449

Special distributable reserve 10 85,475 85,245

Capital reserve 58,263 36,562

Revenue reserve (128) (579)

Total equity attributable to equity holders of the Company 157,816 122,560

Basic and diluted NAV per ordinary share (pence) 11 164.0 139.3

The accompanying notes are an integral part of these financial statements.

These statements were approved and authorised for issue by the Board on 1 June 2022 and signed on its behalf by:

Jane Tufnell

Chairman

Company Registered Number: 11121934

as at 31 March 2022

ODYSSEAN INVESTMENT TRUST PLC

Cash Flow Statement

Notes

Year ended

31 March 2022

£’000

Year ended

31 March 2021

£’000

Reconciliation of total return before taxation to net cash outflow from

operating activities

Return before tax 22,152 42,698

Gains on investments held at fair value through profit and loss (24,137) (45,113)

Decrease in receivables 28 44

Increase in payables 710 1,881

Taxation paid – (3)

Net cash outflow from operating activities (1,247) (493)

Investing activities

Purchases (90,568) (42,138)

Sales 68,223 48,758

Net cash (outflow)/inflow from investing activities (22,345) 6,620

Financing activities

Net proceeds from share issuance 12,662 –

Shares released from/(repurchased into) treasury

442 (230)

Net cash inflow/(outflow) from financing activities 13,104 (230)

(Decrease)/increase in cash and cash equivalents (10,488) 5,897

Reconciliation of net cash flow movements in funds

Cash and cash equivalents at the beginning of the year 15,689 9,800

Exchange rate movements (4) (8)

(Decrease)/increase in cash and cash equivalents (10,488) 5,897

(Decrease)/increase in net cash (10,492) 5,889

Cash and cash equivalents at end of year 5,197 15,689

The accompanying notes are an integral part of these financial statements.

for the year ended 31 March 2022

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

1. Accounting Policies

Odyssean Investment Trust PLC is a listed public company incorporated and registered in England and

Wales.The registered office of the Company is 25 Southampton Buildings, London WC2A 1AL. The principal

activity of the Company is that of an investment trust company within the meaning of sections 1158/1159 of the

Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.

a) Basis of preparation

The financial statements of the Company have been prepared in accordance with IFRS as adopted by the

United Kingdom which comprise standards and interpretations approved by the International Accounting

Standards Board (“IASB”), and as applied in accordance with the provisions of the Companies Act 2006.

The annual financial statements have also been prepared in accordance with the AIC SORP for the financial

statements of investment trust companies and venture capital trusts, except to any extent where it is not

consistent with the requirements of IFRS.

In order to better reflect the activities of an investment trust company and in accordance with guidance

issued by the AIC, supplementary information which analyses the Income Statement between items of a

revenue and capital nature has been prepared alongside the Income Statement.

The functional currency of the Company is Sterling because this is the currency of the primary economic

environment in which the Company operates. The financial statements are also presented in Sterling rounded

to the nearest thousand, except where otherwise indicated.

b) Going concern

The financial statements have been prepared on a going concern basis that approval as an investment trust

company will continue to be met.

The Directors have made an assessment of the Company’s ability to continue as a going concern and are

satisfied that the Company has the resources to continue in business for the foreseeable future, being a period

of at least 12 months from the date these financial statements were approved. In making the assessment, the

Directors have considered the likely impacts of the ongoing Covid-19 pandemic and the Russia/Ukraine

conflict on the Company, operations and the investment portfolio. The Directors noted the cash balance

exceeds any short-term liabilities, the Company has no debt and the Company holds a portfolio of investments

listed on the LSE. The Company is a closed end fund, where assets are not required to be liquidated to meet

redemptions. Whilst the economic future is uncertain, and the Directors believe it is possible the Company

could experience further reductions in income and/or market value that this should not be to a level which

would threaten the Company’s ability to continue as a going concern. The Directors, the Portfolio Manager

and other service providers have put in place contingency plans to minimise disruption. Furthermore, the

Directors are not aware of any material uncertainties that may cast doubt upon the Company’s ability to

continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio

and the Company’s financial position in respect of its cash flows, debt and investment commitments.

Therefore, the financial statements have been prepared on a going concern basis.

c) Segmental reporting

The Directors are of the opinion that the Company is engaged in a single segment of the business, being

investment business. The Company invests in small companies principally based in countries bordering the

North Atlantic Ocean.

Notes to the Financial Statements

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

1. Accounting Policies (continued)

d) Accounting developments

In the current year, the Company has applied a number of amendments to IFRS, issued by the IASB. These

include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes

in disclosure and presentation requirements.

The adoption of the changes has had no material impact on the current or prior years’ financial statements.

e) Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgements,

estimates and assumptions that affect the application of policies and the reported amounts in the Balance

Sheet, the Income Statement and the disclosure of contingent assets and liabilities at the date of the financial

statements. The estimates and associated assumptions are based on historical experience and various other

factors that are believed to be reasonable under the circumstances, the results of which form the basis of

making judgements about carrying values of assets and liabilities that are not readily apparent from other

sources. Actual results may differ from these estimates.

The areas requiring the most significant judgement and estimation in the preparation of the financial

statements are: recognising and classifying unusual or special dividends received as either revenue or capital

in nature; when determining any deferred performance fee, this may be affected by future changes in the

Company’s portfolio and other assets and liabilities; and setting the levels of dividends paid and proposed

in satisfaction of both the Company’s long-term objective and its obligations to adhere to investment trust

status rules under Section 1158 of the Corporation Tax Act 2010.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only that period,

or in the period of the revision and future period if the revision affects both current and future periods. There

are no significant judgements or estimates in these financial statements.

f ) Investments

The Company’s business is investing in financial assets with a view to profiting from their total return in

the form of income and capital growth. This portfolio of financial assets is managed and its performance

evaluated on a fair value basis in accordance with the documented investment strategy and information is

provided internally on that basis to the Company’s Board of Directors and other key management personnel.

The investments held by the Company are designated by the Company as ‘at fair value through profit or loss’.

All gains and losses are allocated to the capital return within the Statement of Comprehensive Income as

‘Gains or losses on investments held at fair value through profit or loss’. Also included within this heading are

transaction costs in relation to the purchase or sale of investments. When a sale or purchase is made under a

contract, the terms of which require delivery within the timeframe of the relevant market, the investments

concerned are recognised or derecognised on the trade date.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

1. Accounting Policies (continued)

f ) Investments (continued)

All investments are designated upon initial recognition as held at fair value through profit or loss, and are

measured at subsequent reporting dates at fair value, which is either the bid price or the closing price for

Stock Exchange Electronic Trading Service (“SETS”). The Company derecognises a financial asset only when

the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and

substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a

financial asset, the difference between the asset’s carrying amount and the sum of consideration received and

receivable and the cumulative gain or loss that had been accumulated is recognised in profit or loss.

Fair values for unquoted investments, or investments for which the market is inactive, are established by

using various valuation techniques in accordance with the International Private Equity and Venture Capital

Valuation (the “IPEV”) guidelines. These may include recent arm’s length market transactions, earnings

multiples and the net asset basis.

All investments for which a fair value is measured or disclosed in the financial statements are categorised

within the fair value hierarchy levels set out in note 7.

g) Foreign currency translation

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the date of

the transaction. Items that are denominated in foreign currencies are retranslated at the rates prevailing on

the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the

transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on

whether the gain or loss is capital or revenue in nature.

h) Cash and Cash Equivalents

Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments

that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes

in value.

For the purpose of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents

as defined above, net of outstanding bank overdrafts when applicable.

i) Other receivables and payables

Trade receivables and trade payables are measured at amortised cost and balances revalued for exchange rate

movement.

j) Income

Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends

receivable on equity shares where no ex-dividend date is quoted are brought into account when the

Company’s right to receive payment is established. Dividends from overseas companies are shown gross of

any withholding taxes which are disclosed separately in the Statement of Comprehensive Income.

Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether

a dividend should be regarded as capital or revenue receipt, the Board reviews all relevant information as to

the sources of the dividend on a case-by-case basis.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

1. Accounting Policies (continued)

j) Income (continued)

When the Company has elected to receive scrip dividends in the form of additional shares rather than in

cash, the amount of the cash dividend foregone is recognised as income. Any excess in the value of the cash

dividend is recognised in the capital column.

All other income is accounted on a time-apportioned accruals basis and is recognised in the Statement of

Comprehensive Income.

k) Expenses

All expenses are accounted on an accruals basis and are allocated wholly to revenue with the exception of the

Performance Fees and transaction costs which are allocated wholly to capital, as the fee payable by reference

to the capital performance of the Company.

l) Taxation

The charge for taxation is based on the net revenue for the year and takes into account taxation deferred

or accelerated because of temporary differences between the treatment of certain items for accounting and

taxation purposes.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets

and liabilities and their carrying amount for financial reporting purposes at the reporting date. Deferred tax

assets are only recognised if it is considered more likely than not that there will be suitable profits from which

the future reversal of timing differences can be deducted. In line with recommendations of the SORP, the

allocation method used to calculate the tax relief expenses charged to capital is the ‘marginal’ basis. Under this

basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account,

then no tax relief is transferred to the capital account.

m) Dividends payable to shareholders

Dividends to shareholders are recognised as a liability in the period in which they are paid or approved in

general meetings and are taken to the Statement of Changes in Equity. Dividends declared and approved

by the Company after the Balance Sheet date have not been recognised as a liability of the Company at the

Balance Sheet date.

n) Share capital and reserves

The share capital represents the nominal value of equity shares.

The share premium account represents the accumulated premium paid for shares issued above their nominal

value less issue expenses.

The special distributable reserve was created on 7 August 2018. This reserve may be used for the costs of share

buybacks, the cancellation of shares, and distribution by way of dividends.

The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal

and revaluation of investments and of foreign currency items. In addition, performance fee costs are allocated

to the capital reserve.

The revenue reserve represents the surplus of accumulated revenue profits being the excess of income derived

from holding investments less the costs associated with running the Company. This reserve may be distributed

by way of dividends, if positive.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

2. Income

Year ended

31 March

2022

Income

£’000

Year ended

31 March

2022

Capital

£’000

Year ended

31 March

2022

Total

£’000

Year ended

31 March

2021

Income

£’000

Year ended

31 March

2021

Capital

£’000

Year ended

31 March

2021

To t a l

£’000

Income from investments

UK dividends 2,573 – 2,573 852 – 852

Total income 2,573 – 2,573 852 – 852

3. Portfolio management fee

Year ended 31 March 2022 Year ended 31 March 2021

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

To t a l

£’000

Portfolio management fee 1,459 – 1,459 943 – 943

Performance fee – 2,436 2,436 – 1,825 1,825

1,459 2,436 3,895 943 1,825 2,768

The Company is liable to pay a performance fee depending on the performance of the Company over a three-year

period and thereafter a rolling three-year period as set out in the Company’s prospectus dated 26 March 2018.

Based on the performance of the Company to 31 March 2022, a performance fee of £2,436,000 has been accrued

(2021:£1,825,000) and is expected to be cash settled upon approval of this Annual Report in accordance with

details set out on pages 82 and 83.

Pursuant to the terms of the Portfolio Management Agreement, the Portfolio Manager is entitled, with effect

from IPO on 1 May 2018, to receive an annual management fee equal to the lower of: (i) 1% of the NAV

(calculated before deduction of any accrued but unpaid Management fee and any performance fee) per annum;

or (ii) 1% per annum of the Company’s market capitalisation. The annual management fee is calculated and

accrues daily and is payable quarterly in arrears.

In addition, the Portfolio Manager will be entitled to a performance fee in certain circumstances.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

3. Portfolio management fee (continued)

The Company’s performance is measured over rolling three-year periods ending on 31 March each year (each a

“Performance Period”), by comparing the NAV total return per ordinary share over a Performance Period against

the total return performance of the NSCI ex IC plus AIM Total Return Index (the “Comparator Index”). The

first Performance Period ran from IPO to 31 March 2021.

A Performance Fee is payable if the NAV per ordinary share at the end of the relevant Performance Period (as

adjusted to: (i) add back the aggregate value of any dividends per ordinary share paid (or accounted as paid for

the purposes of calculating the NAV) to shareholders during the relevant Performance Period; and (ii) exclude

any accrual for unpaid Performance Fee accrued in relation to the relevant Performance Period) (the “NAV Total

Return per Share”) exceeds both:

( i) (a) the NAV per ordinary share at IPO, in relation to the first Performance Period; and (b) thereafter the

NAV per ordinary share on the first business day of a Performance Period; in each case as adjusted by the

aggregate amount of (i) the total return on the Comparator Index (expressed as a percentage); and (ii) 1%

per annum over the relevant Performance Period (the “Target NAV per Share”);

( ii) the highest previously recorded NAV per ordinary share as at the end of the relevant Performance Period in

respect of which a Performance Fee was last paid (or the NAV per ordinary share as at IPO, if no Performance

Fee has been paid) (the “High Watermark”); and

( iii) with any resulting excess amount being known as the “Excess Amount”.

The Portfolio Manager will be entitled to 10% of the Excess Amount multiplied by the time weighted average

number of ordinary shares in issue during the relevant Performance Period to which the calculation date relates.

The Performance Fee will accrue daily.

Payment of a Performance Fee that has been earned will be deferred to the extent that the amount payable exceeds

1.75% per annum of the NAV at the end of the relevant Performance Period (amounts deferred will be payable

when, and to the extent that, following any later Performance Period(s) with respect to which a Performance Fee

is payable, it is possible to pay the deferred amounts without causing that cap to be exceeded or the relevant NAV

total return per share to fall below both the relevant target NAV per share and the relevant High Watermark for

such Performance Period, with any amount not paid being retained and carried forward).

Subject at all times to compliance with relevant regulatory and tax requirements, any Performance Fee paid or

payable shall:

– where as at the relevant calculation date, the ordinary shares are trading at, or at a premium to, the latest

published NAV per ordinary share, be satisfied as to 50% of its value by the issuance of new ordinary shares

by the Company to the Portfolio Manager (rounded down to the nearest whole number of ordinary shares)

(including the reissue of treasury shares) issued at the latest published NAV per ordinary share applicable at

the date of issuance;

– where as at the relevant calculation date, the ordinary shares are trading at a discount to the latest published

NAV per ordinary share, be satisfied as to 100% of its value in cash and the Portfolio Manager shall, as soon

as reasonably practicable following receipt of such payment, use 50% of such Performance Fee payment to

make market purchases of ordinary shares (rounded down to the nearest whole number of ordinary shares)

within four months of the date of receipt of such Performance Fee payment.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

3. Portfolio management fee (continued)

Each such tranche of shares issued to, or acquired by, the Portfolio Manager will be subject to a lock-up

undertaking for a period of three years post issuance or acquisition (subject to customary exceptions).

At no time shall the Portfolio Manager (and/or any persons deemed to be acting in concert with it for the

purposes of the Takeover Code) be obliged, in the absence of a relevant whitewash resolution having been passed

in accordance with the Takeover Code, to receive, or acquire, further ordinary shares where to do so would trigger

a requirement to make a mandatory offer pursuant to Rule 9 of the Takeover Code. Where any restriction exists

on the issuance of further ordinary shares to the Portfolio Manager, the relevant amount of the Performance Fee

may be paid in cash.

In addition, the Portfolio Manager is entitled to reimbursement for all costs and expenses properly incurred by it

in the performance of its duties under the Portfolio Management Agreement.

The Company may terminate the Portfolio Management Agreement by giving the Portfolio Manager not less than

six months’ prior written notice. The Portfolio Manager may terminate the Portfolio Management Agreement by

giving the Company not less than six months’ prior written notice.

4. Other expenses

Year ended

31 March

2022

£’000

Year ended

31 March

2021

£’000

Directors’ fees* 89 86

Company Secretarial and Administration fee – Link** – 43

Frostrow Capital*** 334 164

Auditor's remuneration for the audit of the Company's financial statements 39 38

Other expenses 201 168

663 499

No non-audit services were provided by the Company's external auditor during the year (2021: none).

* Peter Hewitt is not receiving a Director fee in respect of his services to the Company. Each of the Directors has agreed to use their applicable Directors’

fees (net of applicable taxes) to acquire ordinary shares in the secondary market, subject to regulatory requirements. In relation to any dealings, the

Directors will comply with the share dealing code adopted by the Company in accordance with the Market Abuse Regulation. The Board will be

responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors.

** Link Company Matters Ltd was appointed as Company Secretary and Administrator until 12 July 2020.

*** Frostrow Capital LLP was appointed with effect from 13 July 2020.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

5. Taxation

Year ended 31 March 2022 Year ended 31 March 2021

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

To t a l

£’000

Analysis of charge in year

Current tax:

Overseas tax suffered – – – 3 – 3

– – – 3 – 3

The tax assessed for the year is the standard rate of Corporation Tax in the UK of 19% (2021: 19%). The

differences are explained below:

Year ended 31 March 2022 Year ended 31 March 2021

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

To t a l

£’000

Net return/(loss) before taxation 451 21,701 22,152 (590) 43,288 42,698

Theoretical tax at UK corporation tax

rate of 19% (2021: 19%) 86 4,123 4,209 (112) 8,225 8,113

Effects of:

UK dividends that are not taxable (489) – (489) (162) – (162)

Non-taxable investment gains – (4,586) (4,586) – (8,572) (8,572)

Irrecoverable overseas tax – – – 3 – 3

Unrelieved excess expenses 403 463 866 274 347 621

– – – 3 – 3

Factors that may affect future tax charges

At 31 March 2022, the Company had no unprovided deferred tax liabilities (2021: £nil). At that date, based on

current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses

of £10,386,000 (2021: £5,828,000) that are available to offset future taxable revenue. A deferred tax asset of

£2,597,000 (2021: £1,107,000) has not been recognised because the Company is not expected to generate

sufficient taxable income in future periods in excess of the available deductible expenses and accordingly, the

Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses

Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments

because the Trust meets (and intends to continue for the foreseeable future to meet) the conditions for approval

as an Investment Trust company.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

6. Return/(loss) per ordinary share

The capital, revenue and total return per ordinary share are based on the net return/(loss) shown in the

Income Statement and the weighted average number of ordinary shares during the period of 92,499,592

(2021:88,020,635).

There are no dilutive instruments issued by the Company.

7. Investments held at fair value through profit or loss

As at

31 March

2022

£’000

As at

31 March

2021

£’000

Opening book cost 83,896 83,719

Opening investment holding losses 25,363 (11,453)

Opening fair value 109,259 72,266

Analysis of transactions made during the year

Purchases at cost 90,472 40,637

Sales proceeds received (68,528) (48,758)

Gains on sales of investments 22,642 8,298

Gains on investment holding 1,503 36,816

Closing fair value 155,348 109,259

Closing book cost 128,482 83,896

Closing investment holding gains 26,866 25,363

Closing fair value 155,348 109,259

Transaction costs 521 269

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

7. Investments held at fair value through profit or loss (continued)

The Company is required to classify fair value measurements using a fair value hierarchy that reflects the

significance of the inputs used in making the measurements. The fair value hierarchy consists of the following

three levels:

– Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

An active market is a market in which transactions for the asset or liability occur with sufficient frequency

and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would

take place between market participants at the measurement date. Quoted prices provided by external pricing

services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market

transactions on an arms length basis.

– Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices).

– Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is

determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.

For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a

fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs,

that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value

measurement in its entirety requires judgement, considering factors specific to the asset or liability.

As at 31 March 2022 As at 31 March 2021

Total

£’000

Level 1

£’000

Level 2

£’000

Level 3

£’000

To t a l

£’000

Level 1

£’000

Level 2

£’000

Level 3

£’000

Quoted at fair value 155,348 155,348 – – 109,259 109,259 – –

Total 155,348 155,348 – – 109,259 109,259 – –

There were no transfers between levels during the period.

8. Trade and other receivables

As at

31 March

2022

£’000

As at

31 March

2021

£’000

Due from brokers 305 –

Other receivables 115 143

420 143

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

9. Trade and other payables

As at

31 March

2022

£’000

As at

31 March

2021

£’000

Due to brokers 208 300

Portfolio management and performance fees 2,815 2,106

Other payables 126 125

3,149 2,531

10. Share capital

Year ended 31 March 2022 Year ended 31 March 2021

Number of

Shares £’000

Number of

Shares £’000

Issued and fully paid:

Ordinary shares of 1p:

Balance at beginning of the period 88,257,211 883 88,257,211 883

Shares issued during the year 7,990,842 79

Balance at end of the period 96,248,053 962 88,257,211 883

Special distributable reserve

Upon initial placing and subsequent issuance of the Company’s ordinary shares on 1 May 2018 and 27 June 2018

respectively, the Company accumulated a premium account of £85,495,000. Following approval of the Court,

effective on 8 August 2018, the share premium account was cancelled and the balance after cancellation cost of

£20,000 was transferred to the special distributable reserve.

On 22 May 2020, the Company purchased 275,000 of its own ordinary shares at a total cost of £230,000 and

these shares have been placed into treasury. During the year under review, these 275,000 were issued out of

treasury into the market. The Company currently has no shares in treasury. During the year, the Company also

issued 7,990,842 new ordinary shares.

11. Net asset value per ordinary share

The basic net asset value per ordinary share is based on net assets of £157,816,000 (2021: £122,560,000) and the

number of ordinary shares in issue of 96,248,053 (2021: 87,982,211).

There are no dilutive instruments issued by the Company.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

12. Financial Instruments

Investment objective and policy

The Company primarily invests in smaller company equities quoted on markets operated by the LSE, which

the Portfolio Manager believes are trading below intrinsic value and where this value can be increased through

strategic, operational, management and financial initiatives.

The Company’s investment objective and policy are detailed on pages 2 to 4.

The Company’s financial instruments include its investment portfolios, cash balances, trade receivables and

trade payables that arise directly from its operations. Adherence to the Company’s investment policy is key to

mitigating risk.

Risks

The Portfolio Manager monitors the financial risks affecting the Company on an ongoing basis and the Board

regularly receive financial information, which is used to identify and monitor risk. All risks are actively reviewed

and managed by the Board.

The risks identified arising from the Company’s financial instruments are:

(i) market risk, including market price risk, interest rate risk and currency risk;

(ii) liquidity risk;

(iii) credit and counterparty risk

(i) Market risk

Market risk is the risk of loss arising from movements in observable market variables. The fair value of future

cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The

Portfolio Manager assesses the exposure to market risk when making each investment decision and these risks are

monitored by the Portfolio Manager on a regular basis and the Board at meetings with the Portfolio Manager.

Market price risk

The Company is exposed to market price risk (i.e. changes in market prices other than those arising from

currency or interest rate risk) which may affect the value of investments whose future prices are uncertain. The

Company’s exposure to market price risk comprises movements in the value of the Company’s investments.

If the fair value of the Company’s investments at the year-end increased or decreased by 10%, then it would

have had an impact on the Company’s capital return and equity of £15,535,000 (2021: £10,926,000).

The Portfolio Manager manages this risk by following the investment objective as set out in the prospectus.

The Portfolio Manager assesses the exposure to market price risk when making each investment decision and

monitors the overall level of market price risk on the whole investment portfolio on an ongoing basis. The

Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

12. Financial instruments (continued)

Currency risk

Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of

changes in foreign exchange rates. The Company held no investments in foreign currencies as at 31 March2022

(2021: one investment in EUR fair valued at £2,226,000). Whilst the Company’s other investments are

denominated in Sterling, the Company may have currency exposure through the trading activities of its

investee companies.

The Portfolio Manager does not hedge underlying portfolio companies.

Interest rate risk

Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because

of changes in market interest rates. Interest rate movements may potentially affect future cash flows from the

level of income receivable on cash deposits.

The Company’s bank balances are subject to a variable rate of interest, it does not generate significant income

from interest and the Portfolio Manager does not hedge against this. The Company has no gearing and

therefore there is limited downside risk from increasing interest costs on borrowings.

If the Company maintained the following level of cash for a year £5,197,000 (2021: £15,689,000), a 1%

increase in interest rates would increase the revenue return and net assets by £52,000 (2021: £157,000). If

there was a fall of 1% in interest rates, it would potentially impact the Company by turning positive interest

to negative interest. The total effect would be a revenue reduction/cost increase of £52,000 (2021: £157,000).

The portfolio Manger actively manages the cash positions of the Company.

(ii) Liquidity risk

The Company’s assets mainly comprise readily realisable securities which can be easily sold to meet funding

commitments and obligations. Liquidity risk is mitigated by the fact that the Company has £5,197,000

(2021:£15,689,000) cash at bank and the assets are readily realisable. The Company is a closed-end fund, assets

do not need to be liquidated to meet redemptions.

The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future.

The Portfolio Manager will manage the portfolio to maintain sufficient cash balances to meet its obligations or

liabilities as they fall due.

(iii) Credit risk

This is the risk a counterparty of the Company will not meet their obligations to the Company.

The Company does not have any significant exposure to credit risk arising from one individual party. Credit risk

is spread across a number of counterparties, each having an immaterial effect on the Company’s cash flows, should

a default happen. The credit standing of all counterparties is reviewed periodically and assesses the debtors to

ensure they are neither past due or impaired.

All the investments of the Company which are traded on a recognised exchange are held by the Company’s

custodian, RBC Investor Services Trust (“RBC”). All the Company’s cash is also held by RBC. The Portfolio

Manager and the Board actively monitor the relationship with RBC and review RBC’s internal control report.

ODYSSEAN INVESTMENT TRUST PLC

for the year ended 31 March 2022

Notes to the Financial Statements (continued)

13. Related party transactions

The amounts incurred in respect of Portfolio Management fees during the period to 31 March 2022 was

£1,459,000(2021: 943,000), of which £379,000 (2021: £281,000) was outstanding at 31 March 2021. The amount

accrued in relation to the performance fee provision as at 31 March 2022 was £2,436,000 (2021:£1,825,000).

Fees paid to the Company’s Directors and Directors shareholdings, are disclosed in the Directors’ Remuneration

Report. At the year end, there were no outstanding fees payable to Directors (2021: £nil).

14. Subsequent events

There have been no events with material impact on the Company since the Balance Sheet date.

Additional Information and Notice of AGM

ADDITIONAL INFORMATION

92 Shareholder Information

93 Glossary

96 Notice of Annual General Meeting

103 Explanatory Notes to the Resolutions

106 Corporate Information

ODYSSEAN INVESTMENT TRUST PLC

Investing in the Company

The Company’s shares are traded openly on the London

Stock Exchange and can be purchased through a stock

broker or other financial intermediary. The shares are

available through savings plans (including Investment

Dealing Accounts, ISAs, Junior ISAs and SIPPs) which

facilitate both regular monthly investments and lump sum

investments in the Company’s shares. There are a number

of investment platforms that offer these facilities. A list of

some of them, that is neither comprehensive nor constitutes

any form of recommendation, can be found below:

AJ Bell YouInvest www.youinvest.co.uk

Barclays Smart Investor www.barclays.co.uk/smart-investor

Bestinvest www.bestinvest.co.uk

Charles Stanley Direct www.charles-stanley-direct.co.uk

EQi www.eqi.co.uk

Halifax Investing www.halifax.co.uk/investing.html

Hargreaves Lansdown www.hl.co.uk

HSBC www.hsbc.co.uk/investments

iDealing www.idealing.com

interactive investor www.ii.co.uk

iWeb www.iweb-sharedealing.co.uk

Saxo Markets www.home.saxo

WealthClub www.wealthclub.co.uk

Risk warnings

Past performance is no guarantee of future performance.

The value of your investment and any income from it may

go down as well as up and you may not get back the amount

invested. This is because the share price is determined by

the changing conditions in the relevant stock markets in

which the Company invests and by the supply and demand

for the Company’s shares. As the shares in an investment

trust are traded on a stock market, the share price will

fluctuate in accordance with the supply and demand and

may not reflect the underlying net asset value of the shares;

where the share price is less than the underlying value of the

assets, the difference is known as the ‘discount’. For these

reasons investors may not get back the original amount

invested. Although the Company’s shares are denominated

in sterling, it may invest in stocks and shares which are

exposed to currencies other than sterling and to the extent

they do so, they may be affected by movements in exchange

rates. Investors should note that tax rates and reliefs may

change at any time in the future. The value of ISA tax

advantages will depend on personal circumstances. The

favourable tax treatments of ISAs may not be maintained.

Share capital and NAV information

Ordinary 1p shares 96,248,053 as at 31 March 2022

SEDOL number BFFK7H5

ISIN GB00BFFK7H57

Ticker OIT

LEI 213800RWVAQJKXYHSZ74

The Company’s NAV is released daily to the LSE and

published on the Company’s website.

Sources of further information

Copies of the Company’s Annual and Interim Reports, Stock

Exchange announcements and further information on the

Company can be obtained from its website: www.oitplc.com.

Share register enquiries

The register for the ordinary shares is maintained by Equiniti

Limited. In the event of queries regarding your holding,

please contact the Registrar on 0371 384 2030. Changes

of name and/or address must be notified in writing to the

Registrar, at the address shown on page 106. You can check

your shareholding and find practical help on transferring

shares or updating your details at www.shareview.co.uk.

Key dates

Company’s year end 31 March

Annual results announced May/June

AGM September

Company’s half-year end 30 September

Half-yearly results announced November/December

Association of Investment Companies

The Company is a member of the AIC, which publishes

monthly statistical information in respect of member

companies. The AIC can be contacted on 020 7282

5555, enquiries@theaic.co.uk or visit the website:

www.theaic.co.uk.

Shareholder Information

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

AGM

Annual General Meeting

AIC

Association of Investment Companies

Alternative Performance Measure (‘APM’)

An APM is a numerical measure of the Company’s current,

historical or future financial performance, financial

position or cash flows, other than a financial measure

defined or specified in the applicable financial framework.

Comparator Benchmark

The Company’s Comparator Benchmark is the NSCI

(Numis Smaller Companies Index) ex IC plus AIM Total

Return Index. The benchmark is used only as a yard stick to

compare investment performance.

Cost

The book cost of each investment is the total acquisition

value, including transaction costs, less the value of any

disposals or capitalised distributions allocated on a

weighted average cost basis.

Discount/premium (APM)

A description of the difference between the share price

and the net asset value per share. The size of the discount is

calculated by subtracting the share price from the NAV per

share and is usually expressed as a percentage of the NAV

per share. If the share price is higher than the net asset

value per share the result is a premium. If the share price

is lower than the net asset value per share, the shares are

trading at a discount.

Premium/(Discount) Calculation

31 March

2022

31 March

2021

Closing NAV per share (p) 164.0 139.3 a

Closing share price (p) 166.0 129.0 b

Discount

(c=((b-a)/a) x 100) (%) 1.2% (7.4)% c

The discount and performance are calculated in accordance

with guidelines issued by the AIC. The discount is

calculated using the net asset values per share inclusive of

accrued income with debt at market value.

ESG

Environmental, social and governance

European Union

FCA

Financial Conduct Authority

Gearing

Gearing refers to the ratio of the Company’s debt to its

equity capital. The Company may borrow money to invest

in additional investments for its portfolio. If the Company’s

assets grow, the shareholders’ assets grow proportionately

more because the debt remains the same. If the Company’s

assets fall, the situation is reversed. Gearing can therefore

enhance performance in rising markets but can adversely

impact performance in falling markets. The Company had

no borrowings during the year (2021:nil).

IPO

Initial public offering

Key Performance Indicators (‘KPIs’)

KPIs are a shortlist of corporate attributes that are used

to assess the general progress of the Company. These are

outlined on page 33.

LSE

London Stock Exchange

M&A

Mergers and acquisitions

Glossary

ODYSSEAN INVESTMENT TRUST PLC

Net Asset Value (‘NAV’) per Share

The NAV is shareholders’ funds expressed as an amount per

individual share. Shareholders’ funds are the total value of

all of the Company’s assets, at their current market value,

having deducted all liabilities and prior charges at their par

value, or at their asset value as appropriate. The total NAV

per share is calculated by dividing shareholders’ funds of

£157,816,000 (2021: £122,560,000) by the number of

Ordinary Shares in issue 96,248,053 (2021: 87,982,211)

at the year end.

NAV Total Return (APM)

NAV total return is the closing NAV per share including

any cumulative dividends paid as a percentage over the

opening NAV. NAV total return is an alternative way

of measuring investment management performance of

investment trusts which is not affected by movements in

the share price.

31 March

2022

31 March

2021

Inception

31March

2022

Closing NAV per

share (p) 164.0 139.3 164.0

Opening NAV Per

share (p) 139.3 90.8 100.0 b

Dividend

reinvested (p) – – –

NAV total return

(c= ((a-b)/b x

100) (%) 17.7% 53.4% 64.0%

NSCI ex IT plus AIM Index

Numis Smaller Companies ex Investment Trust plus AIM

Index.

31 March

2022

31 March

2021

1 May

2018 to

31March

2022

Closing index 17,530.0 17,913.1 17,530.0

Opening index 17,913.1 10,456.6 14,954.8 b

NAV total return

(c= ((a-b)/b x

100) (%) -2.1% 71.3% 17.2%

Ongoing Charges Ratio (APM)

As recommended by the AIC in its guidance, ongoing

charges are the Company’s annualised expenses (excluding

finance costs and certain non-recurring items) expressed

as a percentage of the average monthly net assets of the

Company during the year as disclosed to the LSE.

31 March

2022

31 March

2021

Ongoing charges (a) 2,122,000 1,442,000

Average net asset value (b) 145,968,000 101,160,000

Ongoing charges (a/b) expressed as

a % 1.45% 1.41%

P/E

Price earnings ratio

R&D

Research and development

TMT

Technology, media and telecom

Total assets

Total assets are the sum of both fixed and current assets

with no deductions.

Share Price Total Return (APM)

Total return statistics enable the investor to make

performance comparisons between investment trusts with

different dividend policies. The combined effect of any

dividends paid, together with the rise or fall in the share

price. This is calculated by the movement in the share price

plus dividend income reinvested by the Company at the

prevailing share price.

Share Price Total Return

31 March

2022

31 March

2021

Closing share price (p) 166.0 129.0 a

Opening share price (p) 129.0 90.0 b

Dividend reinvested (p) – –

Share price total return

(c= ((a-b)/b x 100) (%) 28.7% 43.3% c

Glossary (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Glossary (continued)

UCITS

Undertakings for the Collective Investment in Transferable

Securities

Volatility

The term volatility describes how much and how quickly

the share price or net asset value has tended to change in

the past. Those investments with the greatest movement

in their share prices are known as having high volatility,

whereas those with a narrow range of change are known as

having low volatility.

ODYSSEAN INVESTMENT TRUST PLC

This document is important and requires your immediate attention. If you are in any doubt as to what action you

should take, you are recommended to seek your own financial advice from your stockbroker or other independent

adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in Odyssean Investment Trust plc, please forward this

document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through

whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE IS HEREBY GIVEN that the fourth ANNUAL GENERAL MEETING of Odyssean Investment Trust

plc will be held at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD at 12 noon on

Wednesday, 21 September 2022 to consider and vote on the resolutions below:

Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions and resolutions 12 to 15 (inclusive) will be

proposed as special resolutions.

1. To receive and, if thought fit, to accept the Strategic Report, Directors’ Report, Auditors Report and the audited

Financial Statements for the year ended 31 March 2022.

2. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2022.

3. To approve the Company's Remuneration Policy.

4. To re-elect Mrs Jane Tufnell as a Director of the Company.

5. To re-elect Miss Arabella Cecil as a Director of the Company.

6. To re-elect Mr Peter Hewitt as a Director of the Company.

7. To re-elect Mr Richard King as a Director of the Company.

8. To re-appoint KPMG LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the

conclusion of the next general meeting at which financial statements are laid before the Company.

9. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.

10. THAT, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies

Act 2006 (the “Act”) to exercise all the powers of the Company to allot ordinary shares up to 9,624,805 (representing

approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if

changed, 10% of the ordinary shares in issue immediately following the passing of this resolution, such authority to

expire at conclusion of the Company’s AGM to be held in 2023, unless renewed, varied or revoked by the Company

in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer

or enter into an agreement which would or might require ordinary shares to be allotted in pursuance of such offer

or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised authorities

previously granted to the Directors to allot ordinary shares but without prejudice to any allotment of ordinary shares

or grant of rights made, offered or agreed to be made pursuant to such authorities.

Notice of Annual General Meeting

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

11. THAT, subject to the passing of Resolution 10, the Directors be generally and unconditionally authorised in

accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to

allot ordinary shares up to a further 9,624,805 (representing approximately 10% of the ordinary shares in issue as

at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately

following the passing of this resolution, such authority to expire at conclusion of the Company’s AGM to be held

in 2023, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at

any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might

require ordinary shares to be allotted in pursuance of such offer or agreement as if such authority had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot ordinary

shares but without prejudice to the authority granted to the Directors pursuant to Resolution 10, or any allotment of

ordinary shares or grant of rights made, offered or agreed to be made pursuant to such authorities.

12 THAT, subject to the passing of Resolution 10, the Directors be generally empowered (pursuant to sections 570 and

573 of the Companies Act 2006 (the “Act”)) to allot ordinary shares and to sell ordinary shares from treasury for

cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited

to the issue of up to 9,624,805 shares (representing approximately 10% of the ordinary shares in issue as at the date

of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following

the passing of this resolution. This power will expire at the conclusion of the Company’s AGM to be held in 2023

(unless previously revoked, varied or renewed by the Company in general meeting), save that the Company may, at

any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require

ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell

from treasury ordinary shares in pursuance of such an offer or agreement as if such power had not expired.

13. THAT, subject to the passing of Resolution 11, the Directors be generally empowered (pursuant to sections 570 and

573 of the Companies Act 2006 (the “Act”)) to allot ordinary shares and to sell ordinary shares from treasury for

cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited

to the issue of up to a further 9,624,805 shares (representing approximately 10% of the ordinary shares in issue as

at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately

following the passing of this resolution. This power will expire at the conclusion of the Company’s AGM to be held

in 2023 (unless previously revoked, varied or renewed by the Company in general meeting), save that the Company

may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might

require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot

or sell from treasury ordinary shares in pursuance of such an offer or agreement as if such power had not expired. This

resolution is in addition to the authority granted pursuant to, but without prejudice to that granted to, the Directors

in Resolution 12 above.

14. THAT, the Company be authorised in accordance with section 701 of the Companies Act 2006 (the “Act”) to make

market purchases (within the meaning of section 693(4) of the Act) of ordinary shares provided that the maximum

number of ordinary shares authorised to be purchased will be up to 14.99% of the ordinary shares in issue at the date

of this Notice (excluding treasury shares) or, if changed, 14.99% of the ordinary shares in issue immediately following

the passing of this resolution. The minimum price which may be paid for an ordinary share is £0.01. The maximum

price which may be paid for an ordinary share must not be more than the higher of:

(i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the purchase

is made; or

(ii) the higher of the price of the last independent trade and the highest current independent bid for the ordinary

shares on the trading venue where the purchase is carried out.

Notice of Annual General Meeting (continued)

ODYSSEAN INVESTMENT TRUST PLC

Such authority will expire at the AGM of the Company to be held in 2023, save that the Company may contract to

purchase ordinary shares under the authority thereby conferred prior to the expiry of such authority, which contract

will or may be executed wholly or partly after the expiry of such authority and may purchase ordinary shares in

pursuance of such contract. This resolution revokes and replaces all unexercised authorities previously granted to the

Directors to make market purchases of ordinary shares.

15. THAT, a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice.

All shareholders should look on the Company’s website, www.oitplc.com, for any final changes to the AGM

arrangements and whether attendance will be possible. In any case, all shareholders are strongly advised to exercise

their votes in advance of the meeting by proxy, by following the voting instructions overleaf.

By order of the Board

Frostrow Capital LLP

Company Secretary

1 June 2022

Registered Office: 25 Southampton Buildings, London WC2A 1AL

Notice of Annual General Meeting (continued)

ODYSSEAN INVESTMENT TRUST PLC

Strategic Report

Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Notes

1. Holders of ordinary shares are entitled to attend, speak and vote at the AGM. A member entitled to attend, speak and

vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf

at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed, they must not

be appointed in respect of the same shares. To be effective, the enclosed form of proxy, together with any power of

attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the

Company’s Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later

than 12.00 noon on Monday, 19 September2022.

If you return more than one proxy appointment, either by paper or electronic communication, that received last by

Equiniti before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and

conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them

will not be disadvantaged.

The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/

she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every

member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.

The termination of the authority of a person to act as proxy must be notified to the Company in writing. Amended

instructions must be received by the Company’s Registrar by the deadline for receipt of proxies.

To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each

appointment, stating clearly on each proxy form the number of shares in relation to which the proxy is appointed.

Afailure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number

of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if

the proxy instruction is one of multiple instructions being given. If you require additional proxy forms, please contact

the Registrar’s helpline on 0371 384 2030 (+44 (0) 121 415 7047 from outside the UK). Lines are open 8.30 a.m. to

5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All proxy forms must be signed and

should be returned together in the same envelope if possible.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment

submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the

joint holders appear in the Company’s Register of Members in respect of the joint holders (the first named being the

most senior).

2. Only those ordinary shareholders registered in the register of members of the Company as at 6.30 pm on Monday,

19 September 2022 (the “specified time”) shall be entitled to attend or vote at the aforesaid AGM in respect of the

number of shares registered in their name at that time. Changes to entries on the relevant register of securities after

6.30 pm on 19 September 2022 shall be disregarded in determining the rights of any person to attend or vote at

the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the

original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and

vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If however the

meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s register

of members at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company gives

notice of the adjourned meeting, at the time specified in that notice.

3. Shareholders who hold their shares electronically may submit their votes through CREST. Instructions on how to

vote through CREST can be found by accessing the following website: www.euroclear.com.

Notice of Annual General Meeting (continued)

ODYSSEAN INVESTMENT TRUST PLC

100

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment

service may do so for this meeting and any adjournment thereof by following the procedures described in the CREST

manual. CREST personal members or other CREST sponsored members, and those CREST members who have

appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will

be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST

message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland

Limited’s specifications and must contain the information required for such instructions, as described in the CREST

manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received

by them Company’s agent (ID RA19) by the latest time for receipt of proxy appointments specified in note 1 above.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the

message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry

to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed

through CREST should be communicated to the appointee through other means. CREST members and, where

applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does

not make available special procedures in CREST for any particular messages. Normal system timings and limitations

will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST

member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has

appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such

action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular

time.

In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are

referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system

and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a)

of the Uncertificated Securities Regulations 2001.

4. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to

enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder

by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for

the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may,

under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statements of the rights of members in relation to the appointment of proxies in note 1 above do not apply to a

Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.

5. Shareholders (and any proxies or representatives they appoint) agree, by attending the meeting, that they are expressly

requesting and that they are willing to receive any communications (including communications relating to the

Company’s securities) made at the meeting.

6. As at 1 June 2022 (being the date of the publication of this notice), the Company’s issued share capital amounted to

96,248,053ordinary shares carrying one vote each. Therefore, the total voting rights of the Company as at the date of

this notice of meeting were 96,248,053.

7. Any corporation which is a member may appoint one or more corporate representatives who may exercise on its

behalf all of its powers as a member provided that they do not do so in relation to the same shares. To be able to attend

and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting

evidence satisfactory to the Company of their appointment. Corporate shareholders may also appoint one or more

proxies in accordance with note 1.

Notice of Annual General Meeting (continued)

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Independent Auditor’s

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Financial Statements

Additional Information

and Notice of AGM

Overview

8. Any question relevant to the business of the AGM may normally be asked at the meeting by anyone permitted

to speak at the meeting. You can also submit your question in advance by letter addressed to the Secretary at the

registered office of the Company or by email to info@frostrow.com. The Company must answer any question asked

by a member relating to the business being dealt with at the meeting unless:

– answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of

confidential information;

– the answer has already been given on a website in the form of an answer to a question; or

– it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

9. Members should note that it is possible that, pursuant to requests made by members of the Company under

section527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting

out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s report and the

conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the

Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid

in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting

any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006.

Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it

must forward the statement to the Company’s Auditor no later than the time when it makes the statement available

on the website. The business which may be dealt with at the AGM includes any statement that the Company has been

required under section 527 of the Companies Act 2006 to publish on a website.

10. Members satisfying the thresholds in section 338 of the Companies Act 2006 may require the Company to give, to

members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend

to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless

(i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s

constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made

pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be

given, must be authenticated by the person(s) making it and must be received by the Company not later than six

weeks before the date of the AGM.

11. Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include

in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be

included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i) it is

defamatory of any person, or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy

or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must

be received by the Company not later than six weeks before the date of the AGM.

12. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the

chairman of the meeting as his/her proxy is to ensure that both he/she and his/her proxy comply with their respective

disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

13. Copies of the letters of appointment of the Directors of the Company will be available for inspection at the registered

office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays

excepted) from the date of this Notice until the conclusion of the AGM and on the date of the AGM at the offices

of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD from 11.45 a.m. until the conclusion of

themeeting.

Notice of Annual General Meeting (continued)

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Notice of Annual General Meeting (continued)

14. This notice, the information required by section 311A of the Companies Act 2006 and, if applicable, any members’

statements, members’ resolutions or members’ matters of business received by the Company after the date of this

notice, will be available on the Company’s website at www.oitplc.com.

15. Members may not use any electronic address provided either in the Notice of Meeting or any related documents

(including the form of proxy) to communicate with the Company for any purpose other than those expressly stated.

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Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

Resolutions 1 to 11 will be proposed as ordinary resolutions and Resolutions 12 to 15 will be proposed as special

resolutions.

Resolution 1 – To receive the Annual Report and Financial Statements

The Annual Report and Financial Statements for the year ended 31 March 2022 will be presented to the AGM and

shareholders will be given an opportunity at the meeting to ask questions. The Annual Report and Financial Statements

can be found on the Company’s website at www.oitplc.com under Corporate Information.

Resolution 2 – To receive and approve the Directors’ Remuneration Report

The Directors’ Remuneration Report is set out in full on pages 61 to 64 of the Annual Report.

Resolution 3 – To approve the Company's Remuneration Policy

The Company's Remuneration policy is set out on page 64.

Resolutions 4 to 7 – Re-election of Directors

Resolutions 4 to 7 deal with the re-election of each Director. Biographies of each of the Directors can be found on

page47 of the Annual Report.

The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform

effectively.

Resolutions 8 and 9 – Re-appointment of auditors

Resolution 8 relates to the re-appointment of KPMG LLP as the Company’s independent auditors to hold office until

the next Annual General Meeting of the Company and Resolution 9 authorises the Audit Committee to set their

remuneration. Following the implementation of the Competition and Markets Authority order on Statutory Audit

Services only the Audit Committee may negotiate and agree the terms of the auditors’ service agreement.

Resolutions 10 and 11 – Authority to allot ordinary shares

Resolutions 10 and 11, ordinary resolutions as set out in the Notice of AGM, if passed, will renew the Directors’ authority

to allot shares in accordance with statutory pre-emption rights. These resolutions will authorise the Board to allot:

– ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an

aggregate nominal value of £96,248, representing approximately 10% of the Company’s issued share capital

(excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing 10% of the

issued share capital of the Company at the date at which this resolution is passed (Resolution 10); and

– further ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to

an additional aggregate nominal value of £96,248, representing approximately 10% of the Company’s issued share

capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing 10%

of the issued share capital of the Company at the date at which this resolution is passed (Resolution 11).

Explanatory Notes to the Resolutions

ODYSSEAN INVESTMENT TRUST PLC

104

If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the

Company’s issued share capital. The Board believes that passing of Resolutions 10 and 11 is in the shareholders’ interests

as the authority is intended to be used for funding investment opportunities sourced by the Portfolio Manager, thereby

mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new

ordinary shares at a price above the prevailing NAV per ordinary share. If only Resolution 10 is passed and Resolution 11

is not passed, shareholders will only be granting Directors the authority to allot up to 10% of the existing issued ordinary

share capital of the Company. These authorities, if given, will lapse at the conclusion of the 2023 AGM of the Company.

The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they

arise and only if they believe it would be advantageous to the Company’s shareholders to do so.

In the event that Resolution 10 is not passed, Resolution 11 will not be proposed at the AGM.

Resolutions 12 and 13 – Disapplication of pre-emption rights

Resolution 12, a special resolution, is being proposed to authorise the Directors to disapply the statutory preemption

rights of existing shareholders in relation to the issue of shares under Resolution 10, for cash or the sale of shares out of

treasury up to an aggregate nominal amount of £96,248, being approximately 10% of the Company’s issued share capital

(excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately

upon the passing of this resolution.

Resolution 13, a special resolution, is being proposed to authorise the Directors to disapply the statutory preemption

rights of existing shareholders in relation to the further issue of shares under Resolution 11, for cash or the sale of shares

out of treasury up to an aggregate nominal amount of £96,248, being approximately 10% of the Company’s issued share

capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital

immediately upon the passing of this resolution.

In respect of Resolutions 12 and 13, shares would only be issued at a price above the prevailing NAV per share. The

Directors will only issue shares on a non-pre-emptive basis if they believe it would be in the best interests of the Company’s

shareholders.

If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the

Company’s issued share capital on a non-pre-emptive basis. Although this percentage authority is higher than the

authority typically sought by investment companies, the Board believes that in order to have the maximum flexibility to

raise finance to enable the Company to take advantage of suitable opportunities, the passing of Resolutions 12 and 13 is

in the shareholders’ interests. These authorities, if given, will lapse at the 2023 AGM of the Company.

Resolution 14 – Purchase of own shares

Resolution 14, a special resolution, will renew the Company’s authority to make market purchases of up to 14,427,583

ordinary shares (being 14.99% of the issued share capital as at the date of the Notice of AGM), either for cancellation or

placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines

established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available

cash resources of the Company. The maximum price which may be paid for an ordinary share must not be more than the

higher of (i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the

purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid

for the ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid is

£0.01 per ordinary share.

Explanatory Notes to the Resolutions (continued)

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Independent Auditor’s

Report

Governance

Financial Statements

Additional Information

and Notice of AGM

Overview

The Directors would only use this authority in order to address any significant imbalance between the supply and demand

for the ordinary shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be

repurchased only at prices below the NAV per ordinary share, which should have the effect of increasing the NAV per

ordinary share for remaining shareholders.

This authority, if approved by shareholders, will expire at the AGM to be held in 2023, when a resolution for its renewal

will be proposed.

Resolution 15 – Notice period for general meetings

In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice

unless the Company: (i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by

passing a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders to vote by electronic

means. The Company would like to preserve its ability to call general meetings (other than an annual general meeting)

on less than 21 clear days’ notice. The shorter notice period proposed by resolution 15, a special resolution, would not be

used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in

the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2023, when

it is intended that a similar resolution will be proposed.

Directors’ Recommendation

The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and

shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to

do in respect of their own beneficial shareholdings.

Explanatory Notes to the Resolutions (continued)

ODYSSEAN INVESTMENT TRUST PLC

106

Directors

Jane Tufnell (Chairman)

Arabella Cecil

Peter Hewitt

Richard King

Company Secretary and Registered Office

Frostrow Capital LLP

25 Southampton Buildings

London WC2A 1AL

Tel: 0203 008 4910

Email: info@frostrow.com

Auditor

KPMG LLP

15 Canada Square

Canary Wharf

London E14 5GL

Registrar

Equiniti Limited

Aspect House

Spencer Road

Lancing BN99 6DA

Tel: 0371 384 2030; +44 (0) 121 415 7047

www.shareview.co.uk

Portfolio Manager

Odyssean Capital LLP

6 Stratton Street

Mayfair

London W1J 8LD

Tel: 020 7640 3280

Email: info@odysseancapital.com

Broker

Winterflood Securities Limited

Cannon Bridge House

25 Dowgate Hill

London EC4R 2GA

Solicitor

Gowling WLG (UK) LLP

4 More London Riverside

London SE1 2AU

Custodian

RBC Investor Services Trust (UK Branch)

Riverbank House

2 Swan Lane

London EC4R 3AF

Corporate website

www.oitplc.com

Shareholder warning

Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning

investment matters. These calls typically come from fraudsters operating in ‘boiler rooms’ offering investors shares that often

turn out to be worthless or non-existent, or an inflated price for shares they own. While high profits are promised, those who buy

or sell shares in this way usually lose their money. These fraudsters can be very persistent and extremely persuasive. Shareholders

are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.

It is very unlikely that either the Company or the Company’s Registrar would make unsolicited telephone calls to shareholders

and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of

investment ‘advice’.

If you have been contacted by an unauthorised firm regarding your shares, you can report this using the FCA helpline on

0800 111 6768 or by using the share fraud reporting form at www.fca.org.uk/consumers/scams.

Corporate Information

Avoid investment fraud

1 Reject cold calls

If you’ve received unsolicited contact about

an investment opportunity, chances are

it’s a high risk investment or a scam. You

should treat the call with extreme caution.

The safest thing to do is to hang up.

2 Check the FCA Warning List

The FCA Warning List is a list of firms and

individuals we know are operating without

our authorisation.

3 Get impartial advice

Think about getting impartial financial

advice before you hand over any money.

Seek advice from someone unconnected to

the firm that has approached you.

Report a Scam

If you suspect that you have been

approached by fraudsters please tell the

FCA using the reporting form at

www.fca.org.uk/consumers/report-

scam-unauthorised-firm. You can also call

the FCA Consumer Helpline on

0800 111 6768

If you have lost money to investment fraud,

you should report it to Action Fraud on

0300 123 2040 or online at

www.actionfraud.police.uk

Find out more at

www.fca.org.uk/scamsmart

Investment scams are

designed to look like

genuine investments

Spot the warning signs

Have you been:

• contacted out of the blue

• promised tempting returns

and told the investment is safe

• called repeatedly, or

• told the offer is only available

for a limited time?

If so, you might have been

contacted by fraudsters.

Remember: if it sounds too

good to be true, it probably is!

Be ScamSmart

This report is printed on Revive 100% White Silk a totally recycled paper

produced using 100% recycled waste at a mill that has been awarded the

ISO 14001 certificate for environmental management.

The pulp is bleached using a totally chlorine free (TCF) process.

This report has been produced using vegetable based inks.

Odyssean Investment Trust plc

25 Southampton Buildings, London WC2A 1AL

www.oitplc.com

Perivan 263014

INVESTMENT TRUST PLC

Company Registered Number: 11121934

www.oitplc.com

Odyssean Investment Trust PLC – Annual Report for the year ended 31 March 2022