Schroder British Opportunities Trust plc
Annual Report and Financial Statements
for the year ended 31 March 2025
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
Section 1: Strategic Report
Performance Summary
3
Chair’s Statement
4
Investment Manager’s Report
6
Top 10 Equity Investments
12
Schroders’ Investment Approach and Process
18
Investment Portfolio
21
The Company
22
Stakeholder Engagement – Section 172 Report
27
Risk Report
30
Viability Statement and Going Concern
34
Section 2: Governance
Board of Directors
38
Directors’ Report
40
Audit and Risk Committee Report
44
Management Engagement Committee Report
47
Nomination Committee Report
48
Valuations Committee Report
50
Directors’ Remuneration Report
51
Statement of Directors’ Responsibilities
54
Section 3: Independent Auditor’s Report and
Financial Statements
Independent Auditor’s Report
58
Statement of Comprehensive Income
63
Statement of Changes in Equity
64
Statement of Financial Position
65
Cash Flow Statement
66
Notes to the Financial Statements
67
Section 4: Other Information
Annual General Meeting – Recommendations
82
Notice of Annual General Meeting
83
Explanatory Notes to the Notice of Meeting
84
De nitions of Terms and Alternative
Performance
Measures
86
Information about the Company
88
Contents
1
This is not a sustainable product for the purposes of the FCA rules. References to the
consideration of sustainability factors and ESG integration should not be construed as
a
representation that the Company seeks to achieve any particular sustainability outcome.
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Schroder British Opportunities Trust plc
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
1
Section 1: Strategic Report
Performance Summary
3
Chair’s Statement
4
Investment Manager’s Report
6
Top 10 Equity Investments
12
Schroders’ Investment Approach and Process
18
Investment Portfolio
21
The Company
22
Stakeholder Engagement – Section 172 Report
27
Risk Report
30
Viability Statement and Going Concern
34
Section 1: Strategic Report
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
2
Section 1: Strategic Report
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
3
Performance Summary
At 31 March 2025
Section 1: Strategic Report
Some of the nancial measures above are classi ed as Alternative Performance Measures, as de ned by the European Securities and
Markets Authority and are indicated with an asterisk (*). De nitions of these performance measures, and other terms used in this report,
are given on pages 86 and 87 together with supporting calculations where appropriate.
^ includes investment in liquidity fund.
Net asset value (“NAV”)
per share total return*
0.5%
Year ended 31 March 2024: 2.5%
Net asset value (“NAV”) per share
110.54p
Year ended 31 March 2024: 110.05p
Net Cash*^
£8,992,000
Year ended 31 March 2024: £11,585,000
Share price total return*
–12.6%
Year ended 31 March 2024: 16.1%
Share price
69.50p
Year ended 31 March 2024: 79.50p
Share price discount
to NAV per share*
37.1%
Year ended 31 March 2024: 27.8%
Ongoing charges*
1.50%
Year ended 31 March 2024: 1.40%
“The Portfolio Managers continue to
identify a robust pipeline of opportunities
in the UK private equity market, with
strong and consistent deal flow across
their focus sectors.”
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
4
Section 1: Strategic Report
Chair’s Statement
I am pleased to present my rst annual
report as Chair, and the Company’s
fth*annual report since the launch of the
Company in 2020. This report covers the
year ended 31 March 2025.
Circular
Alongside this report, the Board has also
issued a circular to shareholders including
a notice of General Meeting scheduled for
9 September 2025, detailing the Board’s
proposals to amend the Company’s
investment objective and investment
policy to change its strategy such that it
will invest only in private equity
investments. At the same time as
amending the investment policy to re ect
a wholly private equity portfolio, the
proposals also seek approval to adopt
updated Articles of Association, contingent
on the adoption of the new investment
policy, to bring forward the date on which
shareholders will be given an opportunity
to vote on the Company’s continuation
from early 2028 to early 2027
(“Continuation Vote”). The resolution gives
shareholders the same weighted voting
provisions as that provided for by the 2028
resolution and amends the process for
a*cessation by providing for a managed
wind-down. These proposals will take the
form of shareholder resolutions, which, if
passed, will replace the Company's
investment policy (which includes its
investment objective) as well as adopting
a*procedure for the disposal of assets and
returns of capital to shareholders should
shareholders not support a continuation
of the Company. As has always been the
Board’s intention, shareholders will be
consulted ahead of the 2027 vote being
put to shareholders and alternative
proposals put forward if appropriate.
Performance
During the year under review, the
Company’s NAV per share increased
marginally by 0.5% from 110.54p. This
follows an increase in the previous year of
2.5% and 11.2% from inception.
The modest increase in NAV over the past
12*months was primarily driven by positive
revaluations in the private equity portfolio.
The private equity holdings performed well
overall, achieving a fair value gain of
£0.5*million during the year, despite some
individual revaluation pressures, foreign
exchange movements, and other market
headwinds. Over the year, the public
equity portfolio was broadly at,
contributing 0.12% to the Company’s NAV
performance.
The Company’s investment strategy,
favouring growth capital and buyout
opportunities over venture or pre-IPO
exposures, has underpinned its
performance amid a challenging
in ationary and interest rate backdrop.
Across the private portfolio, companies
have exhibited both higher sales growth
and stronger operational pro tability than
listed market equivalents.
At the year end, the portfolio consisted of
10 private companies (71.7% of NAV);
20*public companies (18.9% of NAV) and
cash and other net liabilities of £9.0 million
(9.4% of NAV).The top 10 holdings
represented 79.3% of total investments.
Performance Fee
Under the terms of the Alternative
Investment Fund Manager Agreement, the
Investment Manager is entitled to a
performance fee. As of 31 March 2025,
a*performance fee of £1,670,000 remained
accrued but unpaid (31 March 2024:
£1,670,000). Realised gains totalling
£554,000 arising from the partial disposal
of the investment in Waterlogic during
2023/24 and the sale of the investment in
Graphcore in 2024/25 are available to
settle the accrued performance fee. It has
been agreed that this amount will be paid
during the current nancial year.
The Investment Manager and the Board
have agreed that certain changes should
be made to the performance fee to more
closely align it to the Company’s strategy.
These are as follows:
•
costs taken into account when calculating
the performance fee are currently
restricted to costs associated with the
private equity portfolio. In future all
administrative and operating costs of the
Company will be taken into account, as
well as taxes payable in respect of the PE
portfolio; and
•
for the purposes of the performance fee
calculation, cash, cash equivalents and
money market funds, excluding any
gains generated, will be included within
the Private Equity portfolio.
The e ective date of the changes will be
from 1 April 2025, to align the new
arrangements with the Company’s
nancial reporting periods.
Justin Ward
Chair
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
5
Section 1: Strategic Report
Market
UK markets were volatile during the year
under review, initially due to uncertainty
from the change in government. The new
Labour government aimed to stimulate
economic growth, but policy shifts such as
higher employer national insurance and
increased minimum wages dented business
and consumer con dence. This contributed
to ongoing softness in the share prices of
domestically oriented UK companies,
particularly small and mid-cap stocks. Initial
optimism in larger UK rms following
Donald Trump’s re-election in the US faded
as global markets confronted an unstable
geopolitical climate characterised by new
US*tari s and heightened policy uncertainty.
Despite this volatility, the Company’s
private equity holdings provided resilience,
focused on UK small and mid-sized
businesses within services and software
sectors. Although private equity activity
was muted in early 2024 due to persistent
in ation and elevated interest rates, the
latter half of the year saw a marked
recovery in investor sentiment and deal
ow, supported by improved economic
indicators and political stability.
The Company’s diversi ed approach
continued to help weather market
headwinds, with the private equity
portfolio currently valued at 1.5x cost,
highlighting strong performance versus
original investment.
Valuations
The Company continues to apply a
cautious approach to valuation, ensuring
portfolio companies are held at carefully
considered valuations as compared to
publicly traded peers.
As a reminder, the private portfolio is
subject to a valuations process led by
independent non-executive Director
Professor Tim Jenkinson, an acknowledged
expert of private equities valuation
metrics. The Company is fortunate to have
a specialist valuations team within
Schroders, which is independent of the
Portfolio Managers, and who report their
ndings directly to the Board. The results
reported re ect their in-depth analysis and
a discursive and challenging valuations
process. In all cases, public market
comparables are used.
Discount management
The discount to NAV widened during the
year under review from 27.8% to 37.1%.
Given the Board’s con dence in the
valuations process, as outlined above,
there is little logic to this discount applying
to the Company other than to cite market
sentiment to private equity investment
companies generally. It certainly does not
re ect the aggregate operational
performance of the Company’s unquoted
holdings since inception, which represents
71.3% of the Company’s investments.
Buybacks are one of several mechanisms
the Board actively considers for reducing
this discount. The use of our cash reserves
is a matter of regular review. We aim to
balance the bene ts of highly accretive
buybacks when discounts are high against
ensuring that we hold appropriate reserves
to fund potential follow-on investments in
the private portfolio and capture the best
of the new investment opportunities that
we continue to see. Given the current
pipeline, particularly from companies that
want to stay private for longer, and taking
into consideration the current size of the
trust, we have chosen not to buy back
throughout the year.
Board changes
During the year, Jemma Bruton and
I*joined the Board as independent
non-executive Directors and following the
retirement of Neil England at the 2024
AGM, I succeeded him as Chair of the
Company. Subsequent to year end, it was
agreed that e ective from 30 September
2025, Jemma will act as Chair to the
Management Engagement Committee.
Dividend
No dividend has been declared or
recommended for the year. The Company
is focused on providing capital growth and
has a policy to only pay dividends to the
extent that it is necessary to maintain the
Company’s investment trust status.
Presentation from the Portfolio
Managers
The Portfolio Managers have recorded an
overview of the year end results and you
can access this presentation either by
using the following link or via the website:
https://schro.link/sbot2025
Regular news about the Company can also
be found on the Company’s website.
Shareholder meetings
Both the Annual General Meeting and
General Meeting will be held on
9*September 2025 at 1:00pm and 1:30pm
respectively, at 1*London Wall Place,
London EC2Y 5AU.
The Board welcomes shareholders’
comments and questions for them or for
the Portfolio Managers. A short
presentation will be given by the
investment management team at the
AGM. Please contact us via our Company
Secretary’s email:
amcompanysecretary@schroders.com or, if
you prefer to write in, to: The Company
Secretary, Schroder British Opportunities
Trust plc, at the above address. We will
endeavour to get your questions
answered at or prior to the AGM and will
be providing answers to commonly asked
questions on our webpage.
Shareholders are encouraged to cast their
votes for both meetings by proxy to
ensure that they are counted. The
Directors consider that all of the
resolutions listed are in the best interests
of the Company and its shareholders and
therefore recommend a vote in favour of
each, as the Directors intend to do in
respect of their own holdings.
Outlook
The Board recognises that, since the
Company’s IPO in 2020, much of the
positive performance of the Company’s
portfolio has come from its minority equity
investments in private companies, which
to date have delivered a return of 1.5x the
original investment and which as at
31*March 2025 represented 71.3% of Total
Investments. As such, and following a
comprehensive shareholder consultation
exercise, the Board has published a
circular which details proposals to change
the Company’s investment objective and
investment policy such that they are
focused entirely on minority investments
in private companies.
The Portfolio Managers continue to
identify a robust pipeline of opportunities
in the UK private equity market, with
strong and consistent deal ow across
their focus sectors. Our strategy will
remain centred on small to mid-sized
buyout-stage companies, which o ers
access to a broader range of investment
opportunities with comparatively less
competition. With the majority of capital
now deployed across a well-diversi ed
portfolio, we are entering a phase where
asset maturity and company performance
will increasingly drive realisation
opportunities and long-term returns.
Justin Ward
Chair
28 July 2025
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
6
Section 1: Strategic Report
Investment Manager’s Report
Changes during the year
On 17th March 2025, a statement was
released regarding the proposed material
change to the Company’s investment
policy.
Since IPO, the Company’s net asset value
(“NAV”) has increased from £73.5 million to
£81.7 million, with a fair value gain of
£13.7 million. This gain comprises of:
£21.3^million fair value gain on the
unquoted (private equity) portfolio;
£1.9^million fair value gain on derivatives
and money market instruments; and,
partially o\set by a £9.5 million fair value
loss on the quoted portfolio. We have seen
strong performance in the private equity
portfolio, which is currently held at 1.5x
original investment, whilst the quoted
portfolio has faced diTcult market
conditions and has detracted from the
overall NAV performance. It is therefore
the view of both the Investment Manager
and the Board, that the private equity
portion of the portfolio o\ers a better
opportunity set in the current
environment. As such and following
discussions with shareholders, the Board
is proposing to materially change the
Company’s Investment Policy such that it is
focused entirely on private equity
investments (the “Proposed Material
Change”).
“Our focus will continue to be
on small to mid-sized
buyout-stage companies, as they
tend to benefit from a favourable
capital supply-demand dynamic
and face lower competition for
a broader range of deals... this
market segment offers compelling
entry points for investment with
less reliance on debt financing and
significant potential for value
creation.”
Tim Creed
Peraveenan Sriharan
Summary
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1
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4
Net asset value increased by 0.5%, from
£81.3 million as at 31 March 2024 to
£81.7^million as at 31 March 2025.
–
Main positive performers over the
12 months:
–
Head rst (unquoted)
–
Trustpilot (quoted)
–
Pirum (unquoted)
–
Main negative performers over the
12 months:
–
Rapyd (unquoted)
–
Cera Care (unquoted)
–
SSP (quoted)
Focus on growing mostly pro table
companies that have strong balance sheets
and that can sustainably compound their
earnings over the long run.
Unquoted allocation focused on growth
capital and small/mid-market buyout-stage
companies, avoiding areas at greatest
valuation risk.
Main activity over the 12 months
included:
–
New private equity investments made in
HeadFirst and Acturis
–
Sale of Graphcore (unquoted)
–
New public equity investments Forterra
and Warpaint
–
Exit of listed positions in Ascential,
Learning Technologies and Sosandar
(quoted)
Investment strategy shift
The Board have put forward proposals to
shift the investment strategy to focus
entirely on private equity investments
which we believe o\ers a better
opportunity set in the current environment.
New drivers of PE market returns
Strategies focused on identifying mid
market companies that exhibit strong
underlying nancial performance poised to
do well in current environment.
Future opportunities
Strong pipeline of opportunities within the
UK private equity market and we continue
to see interesting deal ow in the core
sectors.
Source: Schroders, 2025.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
7
Section 1: Strategic Report
As at 31 March 2025, private equity
investments accounted for 71.7% of NAV,
public equity investments 18.9%, and cash
and other net liabilities 9.4%. Should
shareholders vote to approve the
Proposed Material Change, it is expected
that the Company’s public equity
investments will be transitioned to cash,
cash equivalent investments or other
instruments as permitted by the
Company’s investment policy, pending
reinvestment into private equity
investments. Tim Creed and Peraveenan
Sriharan will remain Co-Portfolio
Managers, with responsibility for the entire
portfolio, following the Proposed Material
Change. They will be supported by, Chris
Taylor, Head of Pan European Equities, who
will oversee the transition of the existing
public equity portfolio on behalf of
Schroders. Rory Bateman, the public
sleeve Co-Manager retired at the end of
February 2025 and Uzo Ekwue has
stepped down as Co-Portfolio Manager.
The Proposed Material Change is subject
to approval by shareholders.
Market
The early part of the reporting period was
characterised by a newly elected Labour
government, which promised to prioritise
economic growth. At the time there was
a^stable global economic backdrop,
dominated by US exceptionalism, which
featured vibrant economic growth and
investment. However, in the lead up to
October’s main scal event, the new
UK^government highlighted the problems
facing the nation and delivered one of the
most far-reaching Budgets in many years,
which included increases in national
insurance for employers as well as
National Minimum Wage increases.
Consumers, and businesses, con dence
took a^hit and has led to sustained
weakness in share prices of the UK
market’s domestic stocks, particularly in
small and mid-sized companies.
In the US, Donald Trump’s victory in the
November election for a second term
initially boosted market sentiment for
larger UK-listed companies that were
exposed to the US economy. The strength
of the dollar provided a further tailwind to
the performance of those companies with
signi cant international earnings. However,
since President Trump’s inauguration in
January, we have witnessed an increasingly
uncertain geopolitical and business
environment with a slew of executive
orders which targeted government
eTciency and tari\s on all countries
exporting to the US and particularly China.
In this more uncertain environment, all
companies have seen a varying level of
impact and have struggled to perform,
both in the UK and elsewhere in the world.
While the Company’s private equity (“PE”)
portfolio has continued to perform well in
aggregate, private equity markets have not
been immune to economic headwinds
over the past few years, with 2024 and
early 2025 providing both challenges and
reasons for optimism. As a reminder, our
focus is on the small to mid-market area of
the UK private equity landscape.
UK private equity activity was relatively
subdued during the rst half of 2024, with
persistent in ation, high interest rates and
geopolitical uncertainty. In the second half
of 2024 and into 2025, improved economic
indicators and political stability helped
revive investor con dence. According to
KPMG’s UK mid-market PE snapshot for
2024, mid-market PE deal volumes rose to
their highest levels in more than three
years in the second half of 2024, with deal
volume up 15.5% year-on-year.
Whilst listed markets have been
particularly volatile since the
announcement of the US trade tari\s,
given the nature of our portfolio, small to
mid-market UK private equity into
predominately services and software-
oriented companies, we do not expect any
signi cant impact on the portfolio. We are
closely monitoring the impact of the
US^trade war and the associated global
market volatility. Although the initial
measures are not expected to signi cantly
a\ect the portfolio, we are continually
assessing the longer-term implications
for^global capital markets in this
ever-changing environment.
Portfolio performance
Since the Company’s IPO in December
2020, the NAV has been resilient despite
a^volatile market backdrop. Over the past
12^months, the slight positive NAV growth
has been driven by fair value gains
primarily in the portfolio’s private equity
(unquoted) allocation, which is illustrated
below.
Attribution analysis
(£m)
for 12 months to 31 March 2025
Money
Quoted
Unquoted
Market Funds
Net cash
Other
NAV
Value as at 31 March 2024
19.4
52.9
10.8
0.8
(2.6)
81.3
+ Investments
3.0
8.2
8.6
(19.8)
–
–
– Realisations at value
(7.1)
(3.0)
(11.5)
21.6
–
–
+/– Fair value gains/(losses)
0.1
0.5
0.3
–
–
0.9
+/– Costs and other movements
–
–
–
(1.8)
1.3
(0.5)
Value as at 31 March 2025
15.4
58.6
8.2
0.8
(1.3)
81.7
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
8
Section 1: Strategic Report
Key positive and negative performers over the 12 months to 31 March 2025
Top 5 contributors
Contribution
%
Head rst
2.0
Trustpilot
0.8
Pirum Systems
0.7
Expana
0.7
Graphcore
0.6
Bottom 5 contributors
Contribution
%
Rapyd
–3.0
Cera Care
–1.0
SSP
–0.6
Trainline
–0.6
Discoveries
–0.5
The net asset value increased 0.50% from £81.3 million to £81.7 million over the period, which comprised:
•
Quoted holdings: 0.12%
•
Unquoted holdings: 0.62%
•
Money Market Funds: 0.37%
•
Costs and other movements: –0.61%
Private equity holdings
The portfolio’s private equity (unquoted)
holdings have continued to perform well in
aggregate. During the rst six months of
the nancial year, the portfolio saw a fair
value loss of £2.2 million, driven by
revaluations of
Rapyd,
Learning Curve
and
Cera Care, combined with the impact
of a depreciation of the GBP versus the USD
and EUR speci cally during the third quarter
of 2024 when FX markets were particularly
volatile. This loss was o\set in the second
half of the year by strong performance
across the portfolio, which led to a fair value
gain of £2.8 million, resulting in an overall
fair value gain of £0.5^million for the
portfolio during the year.
We believe that the Company’s private
equity focus on the ‘growth capital’ and
‘buyout’ areas of the private equity
landscape, in contrast to venture capital
and pre-IPO areas, which have been more
negatively impacted by rising in ation and
interest rates, has contributed to the
resilience of the NAV.
Looking closer at the past 12 months, the
main driver of growth has been the
performance metric, i.e. portfolio company
trading gains. This was partially o\set by
valuation multiple contraction which
demonstrates prudence in our valuation of
the portfolio, especially in comparison to
public market comparables (as illustrated
below), combined with net debt, foreign
exchange and other.
Private equity allocation attribution – 12 months to 31 March 2025
Increase
(net of capital activity)
driven primarily by good business performance
Past performance is not a guide to future performance and may not be repeated.
The value of investments and the income from them may go down as
well as up and investors may not get back the amounts originally invested.
1
Includes new investments in HeadFirst and Acturis as well as distribution from the sale of Graphcore.
Source: Schroders Capital, 2025.
The portfolio’s private equity companies
valued on an Earnings before Interest,
Taxes, Depreciation and Amortisation
(“EBITDA”) basis have seen slightly stronger
sales growth than publicly listed
comparable companies, delivering 12%
sales growth vs 11% for public
comparables over the past 12 months. At
the same time, these portfolio companies
are demonstrating stronger pro tability
from operations than public comparables
(49% vs 33%). Despite these favourable
metrics, these portfolio companies are
being valued more prudently on
aggregate than public comparators, as
illustrated below.
8
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
9
Section 1: Strategic Report
Good sales growth with strong pro tability from operations…
…while prudently valued
Past performance is not a guide to future performance and may not be repeated.
The value of investments and the income from them may go down as
well as up and investors may not get back the amounts originally invested.
Source: Schroders Capital, using latest available data as at 31 March 2025.
1
Peer group sector-speci c public comparables.
2
SBO private equity portfolio companies valued on an EBITDA basis (therefore excluding Rapyd) and their relevant peer group sector-speci c public comparables. EBITDA
margin represents EBITDA as a percentage of total revenue, showing how much pro t a company generates from core operations, before accounting for non-operating
expenses and accounting adjustments.
3
EV/EBITDA = Enterprise Value / Earnings Before Interest, Tax, Depreciation, and Amortisation. EBITDA is a measure of core corporate pro tability. EV/EBITDA is a
valuation metric used to compare relative value of di\erent businesses. EBITDA margin is a pro tability ratio that compares the EBITDA of a company to its net revenue.
Turning to individual private equity
portfolio companies, the most signi cant
contributor over the year was
HeadFirst, an
international Human Resources tech service
provider. The Company invested in
HeadFirst
in Q2 2024, gaining exposure via
Schroders’ long-standing investment
partner,
IceLake. The new capital invested
was used to nance
HeadFirst’s
acquisition
of Impellem Group, with the aim of creating
a world leader in workforce solutions for
Science, Technology, Engineering and
Mathematics (“STEM”). Since acquisition, the
combined group has focused on expanding
their Human Resource Development (“HRD”)
tech capabilities, digital and IT talent
solutions, and strengthening its global
presence. The business has been
performing well, resulting in an upwards
valuation of approximately 49% on cost at
31 March 2025.
Pirum Systems, a leading provider of
post-trade automation and collateral
management technology for the global
securities industry, also increased in value
during the year. This was driven by strong
business performance.
...and continuing to be valued at a notable
discount to public comparables
EV/EBITDA multiple (x)
3
– weighted average
...while having increased pro tability
from operations
EBITDA margin – weighted average
2
Sales outperformed public
comparables...
Last 12 months’ sales growth – weighted average
1
SBO private equity portfolio companies
Peer group sector-specific public comparables
12%
11%
49%
33%
21.4x
26.3x
Expana, previously Mintec, is a global
price reporting agency and market
intelligence company with over 200 years
of heritage and expertise. During 2024,
the business rebranded to consolidate its
diverse portfolio of products and brands
under one identity with the aim of creating
a singular market intelligence powerhouse
for the agrifood sector.
Expana
launched
a^ground-breaking new platform that
leverages AI and machine learning to
deliver faster, deeper insights. Following
these events, the business continues to
perform well, and we have therefore
revalued the business upwards by 5.7%
during the year.
Graphcore was sold during the rst half of
the year to SoftBank Group Corp, which
led to the return of the Company’s initial
capital investment plus a slight pro t
driven by an FX gain. This resulted in an
uplift to the carrying value prior to exit.
On the more challenging side, the largest
negative contributor to NAV during the
year was
Rapyd, a global ntech platform.
Whilst the business continued to perform
operationally during the period, the
investment landscape in the payments
sector remains challenging, with
comparable businesses amending their
long-term growth outlooks. As a result, we
have built in prudence to the valuation
multiple applied ahead of the recent
funding round formally closing. More
recently,
Rapyd
received regulatory
approval for the acquisition of PayU,
a^leading provider of best-in-class payment
solutions to emerging markets operating
in over 30 countries, which was signed
back in August 2023 and completed on
14^March 2025. This milestone marks an
important step in Rapyd’s ongoing
expansion, strengthening its position in
key global markets.
Whilst
Cera Care, the digital rst
healthcare at home company, also
negatively contributed to the overall NAV
during the year, the business continues to
perform well and made considerable
progress during the year, now delivering
over two million home visits per month
with nearly 10,000 frontline workers. It is
projected that
Cera Care
generated
savings of up to £125 million for the NHS
during the winter of 2024 by delivering
eight million preventative home healthcare
visits. Additionally,
Cera Care
was recently
named in the 2025 The Times 100 fastest
growing companies list.
Cera Care, however, raised capital through
a^convertible loan and re nanced its debt
facility, while also securing a new debt
facility for add-ons; in which the Company
was adversely a\ected by dilution from the
convertible and warrants issued to
lenders.
Finally,
Acturis
represents a strong
addition to the portfolio – a software
company with a proven track record in the
insurance industry. We believe the
ongoing digitisation of insurance
distribution and administration supports
continued growth in this segment.
Public equity
(quoted)
holdings
The Company's public equity portfolio
contributed 0.12% to the overall increase
in NAV over the period.
Trustpilot
was the top public equity
performer over the year. Though known to
consumers primarily as a platform to rate
businesses,
Trustpilot’s
revenue comes
from premium services for companies on
its platform including tools to manage
reviews and customer feedback insights.
The company shares have performed
strongly following a record year for
booking growth.
Elsewhere in the portfolio,
On the Beach
Group
shares have had an impressive year.
Last year the company started selling city
break packages as well as beach
destinations, with demand remaining high
amongst Britons continuing to prioritise
spending on travel.
The main detractors to performance
included travel foodservice company
SSP,
digital rail and coach technology platform,
Trainline, and electronic component
design and manufacturer,
DiscoverIE.
Trainline
has achieved double-digit
revenue growth and remains Europe’s
most downloaded rail app. It is currently
undertaking a £75 million share buyback
programme. However, its shares have
faced headwinds following the
government’s launch of an industry
consultation on the Railways Bill. This
initiative forms part of the next step to
establish Great British Railways, a
government-owned online retail site for
rail tickets which aims to consolidate all
individual train operators.
SSP Group, the travel hub specialist, has
struggled in the face of an uncertain
economic outlook. This has been
exacerbated by proposed US tari\s, which
threaten global growth prospects.
In^response, the group has launched
a^turnaround plan focused on cost
reduction, aiming to protect margins and
returns in a challenging economic
environment.
DiscoverIE Group
has seen its share price
decline over the past 12 months, primarily
due to sector-wide inventory destocking as
OEM customers reduce excess stock
accumulated during the pandemic.
Despite strong order growth and
consistent earnings, multiple revenue
forecast downgrades have eroded investor
con dence. This has led to a valuation
de-rating, with the stock now trading at
a^ ve-year low on a forward P/E basis. The
disconnect between robust operational
performance and share price suggests
a^more cautious and “wait-and-see”
attitude among investors.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
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Section 1: Strategic Report
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
11
Section 1: Strategic Report
Portfolio diversi cation
While having notable exposure to software, the portfolio is well-diversi ed across a number of growing industry sectors.
Portfolio breakdown by industry as
%
of total equity investments
(as at 31 March 2025)
Portfolio changes
Over the year, we continued to scour both
private and public markets for the
brightest growth prospects, focusing on
small and mid-sized companies.
Private equity activity
New private equity investments during the
nancial year include investments into
HeadFirst, an international HR tech
service provider operating in fteen
European countries, and
Acturis, a
leading SaaS provider for brokers, insurers
and managing general agents across the
insurance market.
During the period, the sale of Graphcore
was completed, which resulted in the
return of invested capital and a slight
pro t driven by an FX gain.
Following the period end, the Company
announced a new private equity
investment into
JMG Group, one of the
UK’s fastest-growing insurance brokers.
This marks the Company’s twelfth private
equity investment, further diversifying its
portfolio of high quality, growth orientated
businesses with a focus on long-term
value creation. The transaction is expected
to close in September 2025 and will be
subject to customary closing conditions.
Public equity activity
Global events, intelligence, and advisory
services rm Ascential saw their shares
jump on the news that the board had
agreed a £1.2^billion conditional bid for the
company from rival Informa. We
subsequently sold out of the position.
AIM-listed Learning Technologies was
another portfolio holding subject to bid
activity over the year. The digital learning
and talent management group’s board
agreed a 100p per share o\er from
General Atlantic, re ecting a bumper 34%
premium to Learning Technologies share
price before bid interest initiated in
September. We fully sold out of the
position in March. We also sold out of our
position in women’s fashion brand
Sosandar during the period.
New to the portfolio over the year was
Forterra, a manufacturer of building
products for the UK construction industry,
and
Warpaint London, a producer and
supplier of colour cosmetics.
Outlook
Following discussions with shareholders,
the Board issued an announcement on
17th^March 2025 and have subsequently
published a^circular outlining a proposed
amendment to the Company’s investment
objective and policy. The proposal would
see the Company’s strategy shift to focus
exclusively on private equity investments.
Challenging market conditions have led to
the Company’s public equity investments
detracting from overall NAV performance
since inception, whilst the private equity
portfolio is currently valued at 1.5x cost.
Both the Investment Manager and the
Board believe that concentrating on
private equity presents a more attractive
opportunity for shareholder returns, both
now and in the future. Furthermore, we
are encouraged by the robust pipeline of
opportunities in the UK private equity
market and continue to observe
compelling deal ow across our core
sectors.
This change is subject to shareholder
approval. If approved, it is expected the
Company will be fully invested in private
equity investments by the end of 2026.
As a reminder, our focus will continue to
be^on small to mid-sized buyout-stage
companies, as they tend to bene t from
a^favourable capital supply-demand
dynamic and face lower competition for
a^broader range of deals. Additionally, this
market segment o\ers compelling entry
points for investment with less reliance on
debt nancing and signi cant potential for
value creation. Furthermore, small to
mid-sized buyouts can grow to become
acquisition targets for larger buyout funds,
providing an additional exit path.
Schroder Investment Management
Limited
28 July 2025
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
12
Section 1: Strategic Report
The Company’s top ten holdings as of 31 March 2025 are set out below, with overviews of each company and recent updates regarding
their businesses.
Top 10 Equity Investments
Fair value
Fair value
as of
%
of total
as of
%
of total
Quoted
31/03/2024
equity
31/03/2025
equity
Unquoted
(£’000)
investments
(£’000)
investments
Expana (formerly Mintec)
1
Unquoted
9,591
13.3
10,136
13.7
Pirum Systems
1
Unquoted
6,884
9.5
7,466
10.1
Cera Care
Unquoted
8,046
11.1
7,234
9.8
EasyPark
1
Unquoted
6,171
8.5
6,506
8.8
CFC Underwriting
1
Unquoted
5,661
7.8
6,245
8.4
Culligan
1
Unquoted
5,585
7.7
5,390
7.3
HeadFirst
1
Unquoted
–
–
5,094
6.9
Acturis
1
Unquoted
–
–
4,351
5.9
Rapyd Financial Network
1
Unquoted
6,837
9.5
4,339
5.9
Learning Curve
1
Unquoted
1,556
2.2
1,850
2.5
Source: Schroders. Total equity investments = total investments minus holding in money market fund.
1
The fair value disclosed for the following investments represents the Company’s investment in an intermediary vehicle:
– Expana held via Synova Merlin LP.
– Pirum Systems held via Bowmark Investment Partnership LP.
– EasyPark held via Purple Garden Invest (D) AB.
– CFC Underwriting held via Vitruvian Investment Partnership.
– Culligan held via EPIC-1b Fund.Y
– Head rst held via ILC HF 2 C.V.
– Acturis held via Astorg VIII Co-Invest Acturis
– Rapyd Financial Network held via Target Global Fund.
– Learning Curve held via Agilitas Boyd 2020 Co-Invest Fund.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
13
Section 1: Strategic Report
Expana
1
(unquoted holding)
Leading provider of food-related commodity pricing
and analytics,
serving the global supply chain
through its SaaS platform
Expana enables the world’s largest food and manufacturing
brands to implement more e%cient and sustainable
procurement strategies.
They do this through their
cutting-edge Software as a Service platform,
Mintec
Analytics,
which delivers market prices and analysis for
thousands of commodities,
food ingredients and associated
materials.
Their data and tools empower their customers to
understand prices better,
analyse their spend and negotiate
with con dence.
1
Formerly Mintec.
Latest updates:
–
In June 2024, Mintec oTcially rebranded to Expana,
consolidating a diverse portfolio of products and brands
under one dynamic identity. The rebranding aim is to provide
an integrated solution that brings together the diverse
capabilities of these brands under one banner, enhancing
their market intelligence o\erings.
–
During the year, Expana opened a new oTce in London to
strengthen its global presence and enhance collaboration
among its growing team of over 300 professionals worldwide.
–
In terms of product development, during the year, Expana
signi cantly enhanced its Cost Model Forecast o\ering,
building on its 2023 launch to make it a more powerful and
integrated tool for strategic decision making.
Cera Care
(unquoted holding)
Europe’s largest provider of digital- rst home
healthcare
Cera Care is Europe’s largest provider of digital- rst home
healthcare.
They are transforming healthcare by moving
services such as care,
nursing,
telehealth and repeat
medications out of hospitals and into people’s own homes
through technology.
In combining pioneering technology
with their community of professional carers and nurses,
Cera Care are empowering people to live longer,
better,
healthier lives in their own homes.
Latest updates:
–
During 2024, Cera Care secured over $150 million in funding
to roll out its AI-led home healthcare model. The funding is
aimed at expanding service lines, advancing clinical trials and
investing in digital training and productivity-enhancing
technology for sta\.
–
Cera Care was set to save the NHS up to £125 million by
delivering up to eight million preventative healthcare visits,
helping to keep thousands of elderly and vulnerable people
out of hospital.
–
The company won the Tech for Good Prize at the UK Tech
Awards for its impact on health and social care
–
The company launched a scheme to help economically
inactive and unemployed adults by providing them with vital
tech and digital skills to build a digitally empowered
healthcare workforce
–
Cera Care launched a technology powered clinical trials
programme to bene t over-65s with new treatment options
for conditions like cardiovascular disease and cancer.
–
Cera Care began using AI-driven robots to carry out 3,000
care visits a week for elderly and vulnerable individuals. These
robots help reduce care costs and support human carers by
reminding patients to eat, drink and take medication, and by
gathering health data.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
14
Section 1: Strategic Report
Pirum
(unquoted holding)
A leading provider of post-trade automation and
collateral management technology for the global
securities industry
Pirum has created a set of award-winning,
highly innovative
and exible services which are tailored to fully support the
complexities of nancial institutions around the world.
Pirum provides a secure processing hub which seamlessly
links market participants,
allowing them to electronically
process and verify key transaction details.
Through easy
integration with their services,
Pirum’s clients have
increased processing e%ciency,
reduced operational risk
and improved pro tability by reducing manual processing.
Latest updates:
–
Pirum has continued to make considerable strides with
product development. During 2024, two major products were
launched that expanded its capabilities across the securities
nance lifecycle. These included:
o
RepoConnect: a dedicated platform for real-time matching,
reconciliation and lifecycle automation of Repo and Buy/Sell
Back trades.
o
TradeConnect: a pre-trade connectivity platform for equities
and xed income, extending Pirum’s services into the front
oTce.
–
Pirum launched a borrower automation solution, enabling full
automation of the recall lifecycle with its rst clients well ahead
of the May 2024 deadline of T+1 settlement in the US, Canada
and Mexico.
Rapyd
(unquoted holding)
Integrates the world’s many payment networks and
technologies into a single platform
Rapyd is the fastest way to power local payments anywhere
in the world,
enabling companies across the globe to access
markets quicker than ever before.
By utilising Rapyd’s
payments network and Fintech-as-a-Service platform,
businesses and consumers can engage in local and
cross-border transactions in any market.
The Rapyd
platform is unifying fragmented payment systems
worldwide by bringing together 900-plus payment methods
in over 100(countries.
Latest updates:
–
Following the announced acquisition of a substantial part of
PayU Global Payment Organisation for $610 million in July
2023, Rapyd completed the transaction in March 2025 after
receiving approvals from seven di\erent regulators worldwide.
To nalise the deal, Rapyd raised $500 million (majority in
equity with a small amount of debt), with the company’s
valuation for the round at approximately $4.5 billion.
–
The combined business is expected to deliver transactions in
over 100 countries, service over 250,000 merchant clients
globally and expand Rapyd’s payments network to over
1,200^payment methods.
–
Rapyd was named one of the Top 100 Cross-Border Payment
Companies for 2024 by FXC Intelligence and won the award
for Best Cross-Border Merchant Solution at the Merchant
Payments Ecosystem (“MPE”) event in Berlin.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
15
Section 1: Strategic Report
EasyPark
(unquoted holding)
Parking tech company that helps drivers to nd,
manage and pay for both parking and electric
vehicle charging
EasyPark’s technology supports its users,
cities and parking
operators with parking administration,
planning and
management.
The company has a unique market coverage
with presence in over 20
countries and more than
3,200(cities.
Latest updates:
–
In January 2025, EasyPark Group completed the acquisition of
Flowbird Group, a global mobility player providing integrated
parking and transportation solutions, as it continues its global
growth strategy. The deal will extend EasyPark’s global reach
and be highly complementary to its existing business.
–
Flowbird Group operates under the brands Flowbird,
YourParkingSpace, TPARK, Extenso Cloud, and Yellowbrick and
o\ers multiple mobility solutions, covering equipment and
services such as pay and display machines, software, and park
& charge. Flowbird Group also o\ers transportation solutions,
both within ticketing and open payments for debit and credit
cards, as well as mobile wallets.
–
During the year, EasyPark expanded its reach by adding over
400 towns and cities in North America and Europe to its apps,
increasing its presence to over 20 countries and 4,000+ cities.
–
The business was listed as one of the fastest growing
companies in Europe by the Financial Times and Statista.
CFC Underwriting
(unquoted holding)
Technology-driven global insurance business
For over 20
years,
CFC has built market-leading solutions to
some of the insurance industry’s biggest challenges.
The
company uses technology and data science to stay one step
ahead.
From developing cutting-edge insurance products,
pioneering autonomous underwriting,
deploying advanced
threat intelligence,
to offering unparalleled service to its
partners and customers,
CFC is re-imagining the world of
specialist insurance.
Latest updates:
–
In April 2024, CFC announced the acquisition of Australian
managing general agent, Solution Underwriting, expanding its
footprint in Australia. Solution is a specialist insurance
underwriter with a focus on nancial lines insurance products.
–
During the year, CFC won the Underwriting Innovation of the
Year award at the Insurance Insider US Honors 2024. This was
in recognition of their pioneering secondaries transaction
insurance product which provides coverage for niche private
equity deals. Additionally, CFC was named Underwriting Team
of the Year at the Cyber Insurance Awards USA and M&A
Insurance Provider of the Year at the Private Equity Awards.
–
The company doubled its transaction liability team and
introduced a new solution to cover title to shares loss, further
strengthening its M&A insurance capabilities.
–
In terms of product innovations, recent highlights have
included the launch of a revolutionary cyber insurance
product called Cyber Proactive Response (“CPR”). This product
removes traditional exclusions and introduces world- rst
coverage features, aiming to rede ne how cyber risk is
managed.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
16
Section 1: Strategic Report
Culligan
(unquoted holding)
Water systems treatment company for homes and
businesses across the globe
Culligan is an innovative brand in consumer-focused,
sustainable water solutions and services.
It was established
in 1936 as a provider of water softening solutions for
residences in Northbrook,
Illinois,
and has since grown to
become a worldwide leader in water treatment needs,
from
the simplest ltration system to complex industrial water
solutions.
Latest updates:
–
Since its combination with UK-headquartered Waterlogic in
2022 to create a leader in clean and sustainable drinking
water solutions and services, Culligan has made progress both
operationally and through further acquisitions.
–
In May 2024, Culligan agreed to sell its Commercial and
Industrial business in Italy, France and the UK to Grundfos.
The sale aligns with Culligan’s strategy to focus more on
consumer and residential water solutions.
–
Culligan introduced ZeroWater Technology in its pitchers and
dispensers, which are certi ed to lter ve times more
contaminants than leading competitors.
Acturis
(unquoted holding)
A leading SaaS provider for the insurance industry
Acturis is a UK-based Software-as-a-Service
(“SaaS”)
company that provides digital solutions for the general
insurance industry.
Founded in 2000,
Acturis is known for its
cloud based platform that supports brokers,
insurers and
MGAs
(Managing General Agents)
in streamlining insurance
distribution and operations.
Latest updates:
–
Following increased investment from private equity rm
Astorg in July 2024, the business is focused on their
commitment to long-term growth and international
expansion.
–
Acturis made multiple strategic partnerships during the year,
including:
o
Cowbell in July 2024: a cyber insurance provider, to
accelerate the adoption of cyber insurance among SMEs and
mid-market businesses.
o
Covea Insurance in July 2024: Covea expanded its product
o\ering on the Acturis platform with the launch of a new
Home IHP product, enhancing digital distribution
capabilities.
o
In December 2024, Acturis and Aviva launched a Broker API
to simplify and speed up the claims process for brokers.
–
Acturis was named a “Great Place to Work” in 2024,
highlighting its strong workplace culture and employee
satisfaction.
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
17
Section 1: Strategic Report
HeadFirst
(unquoted holding)
International HR tech service provider
HeadFirst Global is an ambitious world leading STEM talent
and Managed Service Provider powered by a cutting-edge HR
technology platform.
HeadFirst Global provides a global,
differentiated technology and talent proposition in the fast-
evolving workforce solutions ecosystem whilst unlocking
exciting new opportunities for mission-critical talent across
a(diverse global customer network.
HeadFirst Global ampli es
technology and talent,
powering the next world of work.
Latest updates:
–
In March 2025, HeadFirst Group merged with Impellam
Group, forming Head rst Global, one of the world’s largest
STEM talent and managed service providers. The merger has
created a global powerhouse with a distinctive HR tech
platform, combined deep industry knowledge with advanced
digital capabilities.
–
Following the merger, the combined entity was rebranded
HeadFirst Group, with the aim to deliver intelligent, data-drive
HR services across the globe.
–
HeadFirst was recognised as a “Great Place to Work” in 2024.
–
In February 2025, the Group appointed a new CEO, Edzard
Overbeek, former CEO of HERE Technologies.
Learning Curve
(unquoted holding)
UK training and education specialist
Learning Curve works with further education providers,
employers and learners to help them achieve success.
Since
2004,
the company has grown both organically and through
acquisition to become one of the largest and most diverse
providers in the country.
Latest updates:
–
Learning Curve made progress during the year and
introduced new services and partnerships including:
o
Blended Learning Enhancements: through a partnership
with AIM Quali cations, they improved digital learning
environments for Access to Higher Education providers;
o
Expanded Prison Education Services: launched
a^recruitment campaign to grow their prison education
programmes; and
o
Adult Skills Fund Guidance: they provided structured
support and resources to help learners and providers
navigate the new Adult Skills Fund.
Schroders’ Investment Approach and Process
In this section, we detail our investment approach and process as relevant during the year.
Should shareholders vote in favour of the proposed strategy change to shift focus entirely to
private equity, then the below approach and process for private equity shall remain whilst
the public equity approach and process will no longer be applicable.
Investment approach
During the year, the Company combined
Schroders’ extensive public and private
equity investment experience to access
UK^company growth across the life cycle,
focusing on small and medium-sized
businesses.
The Company’s portfolio has been
constructed from the bottom up, with
investments focused on quality, growing
and predominantly pro table companies,
that have strong balance sheets and that
can sustainably compound their earnings
over the long run. Typically, these
businesses will exhibit considerable pricing
power (which is particularly bene cial in
these times of high in ation), strong
management teams, and will already be
delivering strong revenue growth. Where
portfolio companies have not yet reached
pro tability, the investment team seek out
companies that are well-funded and
possess a clear route towards pro tability.
Given the high-growth nature of the
opportunities targeted, the portfolio will
have notable exposure to software and
IT^services areas of the market. However,
the portfolio is well-diversi ed to include
other sectors, such as consumer services,
healthcare, leisure and nancial services.
The Portfolio Managers place a high
priority on the price paid as a crucial factor
in determining long-term investment
returns. To ensure they do not overpay for
growth opportunities, they maintain
discipline in the valuation process. The
portfolio focuses on high-growth names
that have robust business models and are
well-positioned to bene t from secular
tailwinds. These companies are expected
to be either at or near pro tability and
exhibit strong growth characteristics, such
as increasing customer numbers or
expanding market share.
The team is also aware that market
ineTciencies often result in signi cant
disparities between underlying company
fundamentals and market estimates, which
is referred to as the 'Growth Gap'.
Consequently, the team actively seeks
opportunities to exploit this Growth Gap.
They believe that markets tend to overlook
future prospects, rely too heavily on
extrapolating historical growth trends, and
overreact to short-term news. When
evaluating potential investments, the team
looks for companies that demonstrate
a^positive Growth Gap compared to
consensus estimates, along with catalysts
that could lead to a re-rating of the shares,
strong valuation support, attractive
risk-reward pro les, and good governance.
In terms of the portfolio’s listed investment
strategy, the team aims to invest in UK
small and medium-sized businesses with
a^market capitalisation range between
£50^million and £2^billion. These
companies have the potential to provide
primary capital to support growth.
In terms of the portfolio’s private equity
allocation, the investment team focus on
direct and co-investment opportunities that
span the growth capital and small/mid-
market buyout areas of the market, where
they believe numerous companies exist with
considerable transformation potential, while
avoiding areas that the team believe pose
heightened valuation risk (see gure below).
The Company’s private equity allocation
leverages Schroders Capital’s more than
25^years’ experience in private equity
investing and 100+ European specialist GP
relationships to create strong deal ow for
high selectivity of direct and co-investments.
Schroders Capital has c.£17^billion of private
equity assets under management (as at
31^December 2024) and was awarded
“Co-investor of the Year” at the RealDeals
Private Equity Awards 2023.
Source: Schroders. For illustrative purposes only and should not be viewed as a recommendation to buy or sell. *Where we denote Valuation risk as the risk around the
perceived value of an underlying asset whereas investment risk encompasses a broader set of risks beyond valuation including but not limited to factors such as market
dynamics, economic conditions and industry speci c risks.
The Company’s private equity allocation by stage:
Past performance is not a guide to future performance and may not be repeated. The value of investments and the income from them may go down as well as up and
investors may not get back the amounts originally invested.
Source: Schroders. For illustrative purposes only and should not be viewed as a recommendation to buy or sell.
Venture
seed/early
Venture
late/pre-IPO
Growth
Small
buyout
Mid
buyout
Large/mega
buyout
Turnaround
The Company’s target areas for
private equity investments
Areas of heightened valuation risk* – areas with greatest amount of capital vs number of deals
Growth
-
Emerging companies
-
Technology and/or market risk
-
Early revenue generating
-
High growth
-
Unprofitable
Buyout
-
Mature companies
-
Valuation and execution risk
-
Moderate growth
-
Profitable
-
Transformational and M&A value
creation
Growth/Buyout
-
Established companies
-
Valuation and execution risk
-
High growth
-
Profitable or near-profitable
-
Organic and M&A value creation
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
18
Section 1: Strategic Report
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
19
Section 1: Strategic Report
Investment process
Under the current strategy, the Company’s portfolio is managed
by the Portfolio Managers, who employ a collaborative,
team-based approach, creating a^combination of Schroders’
public and private equity capabilities with oversight in place. The
Company believes that it is appropriate for the Investment
Manager to separate the investment process between private and
public equity investments to re ect the clear di\erences in
executing individual investments in the private versus public
equity markets. However, portfolio construction and rst-line risk
management are the joint responsibility of the private equity and
public equity investment teams within the Portfolio Managers,
alongside the AIFM, who has responsibility for the risk
management of the Company, delegated from the Board.
Private equity investment process
The private equity investment process is illustrated above.
The investment team believes that high-quality deal sourcing is
fundamental to long-term success and spend considerable time
on this activity by working closely with their extensive network of
European specialist GP relationships. Sourcing e\orts are further
enhanced by technology, including advanced proprietary tools,
internal databases and third-party information services. An
assessment of whether the investment opportunity meets the
key^criteria for inclusion in the Company is undertaken early to
ensure a proposal is suitable and conforms to the investment
policy and objectives.
The comprehensive due-diligence process undertaken will include
an assessment of the following for a particular company:
The below section details the public equity investment process, as relevant during the year.
However, as previously mentioned, should shareholders vote in favour of the proposed new
investment policy as set out in the circular, this section will no longer be applicable.
Public equity investment process
During the year, the Portfolio Managers select public equity stocks
for the Company based principally on ideas generated by
Schroders’ in-house research capability, but also by making
selective use of Schroders’ network of contacts, and of sell-side
research.
The Portfolio Managers conduct an initial screen to narrow down
the universe into high-growth names that have robust business
models and are well-positioned to bene t from secular tailwinds.
These companies are expected to be either at or near pro tability
and exhibit strong growth characteristics, such as increasing
customer numbers or expanding market share. The universe is
typically characterised by small and medium-sized businesses
with a market capitalisation range between £50^million and
£2^billion.
The management team actively seeks opportunities to exploit the
'Growth Gap' created by market ineTciencies that create
signi cant disparities between underlying company fundamentals
and market estimates. IneTcient markets tend to overlook future
prospects, rely too heavily on extrapolating historical growth
trends, and overreact to short-term news. This allows the team to
invest in companies that demonstrate a positive Growth Gap
along with catalysts that could lead to a re-rating of the shares,
strong valuation support, attractive risk-reward pro les, and good
governance.
Positioning in
the market
Technology
differentiation
Scale of market
opportunity
Competitive
landscape
Management
breadth,
depth
&
experience
Strength of existing
nancing syndicate
Prospective
nancing needs
Underlying
modelling
assumptions
Exit route,
options
&
plan
Proposed terms
&
valuation
Engagement
As part of our process, we meet with company management
teams and/or GPs (in the case of private equity co-investments) in
advance of investing. We maintain this engagement throughout
the life of our investment. We take pride in our level of
engagement with companies. Our brand, as well as extensive
analytical resource a\ords us the ability to regularly engage on all
aspects of corporate strategy.
During the year, we engaged with a number of our public equity
portfolio companies. We discussed capital allocation and strategy
with SSP Group including the company’s joint venture with Adani
in relation to the privatisation of airports in India. We also met
with Trainline around their 2025 remuneration policy, particularly
focusing on the revenue and EPS components of Trainlines
long-term investment policy as well as the justi cation for
increasing the CEO’s pay above that of the average employee.
We^engaged with Mobico Group on a number of topics, including
setting minimum employer pension contributions, plans to roll
out electric and hydrogen vehicles, and the group’s exposure to
US lawsuits related to ‘alleged health-related risks linked to
exposure to per- and poly uoroalkyl substances and aqueous
re ghting foam’ which was agged as an ESG controversy by
MSCI.
Regarding the portfolio’s public equity holdings, Schroders voted
at 29 meetings over the 12-month period:
–
29 AGM meetings
–
366 proposals voted (100% of proposals)
–
Votes for management proposals: 98.1% (359 out of the 366
resolutions)
–
Votes against management proposals: 1.9% (7 out of the 366
resolutions)
Resolutions Schroders voted against included:
–
Partial or no disclosure of bonus targets
–
Lack of stretching revenue targets in long-term incentive plan
–
Gender diversity
–
Share buyback repurchase amounts
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
20
Section 1: Strategic Report
Schroder British Opportunities Trust plcYAnnual Report and Financial Statements 2025
21
Section 1: Strategic Report
Country of
incorporation
(of underlying
Total
Quoted/
holding where
Industry
Fair value
investments
Holding
unquoted
applicable)
Sector
£’000
%
Investment Portfolio
As at 31 March 2025
Expana (formerly Mintec)
1
Unquoted
United Kingdom
Software
10,136
12.3
Schroder Special Situations Fund
Sterling Liquidity Plus
Quoted
Luxembourg
Collective – SICAV
8,193
10.0
Pirum Systems
1
Unquoted
United Kingdom
Software
7,466
9.1
Cera EHP S.à r.l.
Unquoted
United Kingdom
Health Care Technology
7,234
8.8
EasyPark
1
Unquoted
Sweden
Software
6,506
7.9
CFC Underwriting
1
Unquoted
United Kingdom
Insurance
6,245
7.6
Culligan (formerly Waterlogic)
1
Unquoted
United Kingdom
Diversi ed Consumer Services
5,390
6.6
HeadFirst
1
Unquoted
Netherlands
Human Resource Technology
5,094
6.2
Acturis
1
Unquoted
United Kingdom
Software
4,351
5.3
Rapyd Financial Network
1
Unquoted
United Kingdom
IT Services
4,339
5.3
Learning Curve
1
Unquoted
United Kingdom
Diversi ed Consumer Services
1,850
2.2
Watches of Switzerland
Quoted
United Kingdom
Specialty Retail
1,787
2.2
Volution
Quoted
United Kingdom
Building products
1,703
2.1
On the Beach
Quoted
United Kingdom
Hotels, Restaurants & Leisure
1,631
2.0
SSP
Quoted
United Kingdom
Hotels, Restaurants & Leisure
1,204
1.5
OSB
Quoted
United Kingdom
Financial Services
1,198
1.4
GB
Quoted
United Kingdom
Software
975
1.2
Trainline
Quoted
United Kingdom
Hotels, Restaurants & Leisure
847
1.0
Trustpilot
Quoted
United Kingdom
Interactive Media & Services
787
1.0
Discoverie
Quoted
United Kingdom
Electrical Equipment
752
0.9
Mobico
Quoted
United Kingdom
Ground Transportation
690
0.8
Dalata Hotel
Quoted
Ireland
Hotels, Restaurants & Leisure
625
0.8
Bytes Technology
Quoted
United Kingdom
Software
608
0.7
Judges Scienti c
Quoted
United Kingdom
Machinery
499
0.6
Luceco
Quoted
United Kingdom
Electrical Equipment
487
0.6
Victorian Plumbing
Quoted
United Kingdom
Specialty Retail
451
0.5
Warpaint London
Quoted
United Kingdom
Cosmetics
392
0.5
Forterra
Quoted
United Kingdom
Building products
304
0.3
MaxCyte
Quoted
United Kingdom
Life Sciences Tools & Services
279
0.3
Lendinvest
Quoted
United Kingdom
Financial Services
134
0.2
Invinity Energy Systems
Quoted
Jersey
Electrical Equipment
74
0.1
Total investments
2
82,231
100.0
1
The fair value disclosed for the following investments represents the Company’s investment in an intermediary vehicle:
Expana (held via Synova Merlin LP)
Rapyd Financial Network (held via Target Global Fund)
Pirum Systems (held via Bowmark Investment Partnership LP)
Culligan (held via Epic-1b Fund)
Easypark (held via Purple Garden Invest (D) AB)
CFC Underwriting (held via Vitruvian Investment Partnership LLP)
Learning Curve (held via Agilitas Boyd 2020 Co-invest Fund)
Head rst (held via ILC HF 2 C.V. Fund)
Acturis (held via Astorg VII Co-Invest Lithium Fund)
2
Total investments comprise:
£’000
%
Unquoted
58,611
71.3
Quoted on FTSE 250
9,576
11.6
Collective investment scheme – money market instruments
8,193
10.0
Listed on AIM
2,804
3.4
Quoted on FTSE All Share
2,422
2.9
Listed on a recognised stock exchange overseas
625
0.8
Total
82,231
100.0
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
22
Section 1: Strategic Report
The Company
Purpose, values and culture
Purpose
The Company’s purpose is to provide all
investors with access to high quality public
and private equity companies, which are
predominantly based in the UK and are
focused on sustainable growth, resulting in
long-term shareholder value, in line with
the investment objective. The Board’s focus
is on long-term growth rather than
providing shareholders with dividend
income.
Values
The Company’s culture is driven by its
values: excellence, integrity and
transparency, with collegial behaviour and
constructive, robust challenge. The values
are all centred on achieving returns for
shareholders in line with the Company’s
investment objective. As the majority of the
Directors are shareholders in the Company,
the Directors’ interests are aligned with
those of other shareholders in this regard.
The Board is responsible for promoting
strong relationships with the Investment
Manager and other service providers, as
well as maintaining constructive
relationships with shareholders, in order to
promote their best interests.
Culture
The Board is committed to encouraging
and actively creating a culture that is
responsive to the views of shareholders
and its wider stakeholders. As the Company
has no employees and acts through its
service providers, its culture is represented
by the values and behaviour of the Board
and third parties to which it delegates. The
Board encourages a culture of constructive
challenge with all key suppliers and
transparency with all stakeholders.
The Board engages with its outsourced
service providers to safeguard the
Company’s interests and ensure our service
providers meet the standards expected by
the Company. As part of this ongoing
monitoring, the Board receives reporting
from its service providers with respect to
their anti-bribery and corruption policies;
Modern Slavery ActN2015 statements;
diversity policies; and greenhouse gas and
energy usage reporting, to ensure they are
in line with expectations.
Business model
The Company is a listed investment trust,
that has outsourced its operations to
thirdNparty service providers. The
Company’s strategy is to meet its
investment objective to deliver long-term
returns throughout the life of the Company
by investing in aNdiversi ed public equity
and private equity portfolio of
predominantly UK companies. The Board
recognises that, since the Company’s IPO in
2020, much of the positive performance of
the Company’s portfolio has come from its
minority equity investments in private
companies. ANcircular has been sent to
shareholders detailing the Board's
proposals to change the investment
objective and policy, which would result in
shifting the Company’s strategic focus to be
entirely on the private equity part of the
portfolio. The proposed change would take
eDect directly after completion of the
General Meeting convened to consider the
proposed change on 9 September 2025.
Should the proposal not be approved by
shareholders, the Company will continue to
be managed as it is currently.
The Board has appointed the Investment
Manager, Schroder Unit Trusts Limited, to
implement the investment strategy and to
manage the Company’s assets in line with
the appropriate restrictions placed on it by
the Board, including limits on the type and
relative size of holdings which may be held
in the portfolio and on the use of gearing,
cash, derivatives and other nancial
instruments as appropriate. The terms of
the appointment are described more
completely in the Directors’ Report
including delegation to the Investment
Manager. The Investment Manager also
promotes the Company using its sales and
marketing teams. The Board and
Investment Manager work together to
deliver the Company’s investment
objective, as demonstrated in the diagram
below.
•
Set objectives, strategy
and KPIs
•
Appoints the Investment Manager
and other service providers to
achieve objectives
•
The Investment Manager implements
the investment strategy by following
an investment process
•
Supported by strong research
and risk environment
•
Regular reporting and
interaction with the Board
The Board is focused on ensuring that:
•
the Company remains attractive to investors
•
the fees and ongoing charges
remain competitive
•
Marketing and sales capability of
the Investment Manager
•
Support from the corporate
broker with secondary market
intervention to support discount/
premium management
•
Portfolio and risk management
•
Achievement of KPIs
•
Use of gearing
•
Discount/premium and liquidity
management through share
issuance and repurchase
Strategy
Oversight
Promotion
Investment
Competitiveness
SHAREHOLDER
VALUE
Board
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
23
Section 1: Strategic Report
Investment trust status
The Company carries on business as an
investment trust. Its shares are listed and
admitted to trading on the main market of
the London Stock Exchange. It has been
approved by HM Revenue & Customs as
an investment trust in accordance with
section 1158 of the Corporation Tax
ActN2010, by way of a one-oD
application
and it is intended that the Company will
continue to conduct its aDairs in aNmanner
which will enable it to retain this status.
The Company is domiciled in the UK and is
an investment company within the
meaning of section 833 of the Companies
Act 2006. The Company is not a “close”
company for taxation purposes.
Circular
The circular published alongside this report
outlines certain proposals regarding (i) a
proposed refocusing of the investment
objective and policy (including the
investment restrictions) of the Company;
and (ii) a proposal to change the Company’s
Articles of Association, contingent on the
adoption of the new investment policy, to
bring forward the date on which
shareholders will be given an opportunity
to vote on the Company’s continuation
from early 2028 to early 2027.
The resolution gives shareholders the same
weighted voting provisions as that provided
for by the 2028 resolution and amends the
process for a cessation by providing for
aNmanaged wind-down. These proposals
will take the form of shareholder
resolutions, which, if passed, will replace the
Company’s investment policy (which
includes its investment objective) as well as
adopting aNprocedure for the disposal of
assets and returns of capital to
shareholders should shareholders not
support a continuation of the Company.
The General Meeting where shareholders
will be able to vote on such proposals is
scheduled for 9NSeptember 2025 however,
should the proposals not be approved by
shareholders, the Company will continue to
be managed as it is currently.
The current investment objective and
investment policy is detailed below and
aNcopy of the circular, which includes the
proposed new investment objective and
investment policy, can be viewed on the
Company’s webpages at
www.schroders.co.uk/sbot.
Investment objective and investment policy
The investment objective and investment
policy set out below apply currently. The
proposed changes to the investment
objective and policy are set out in the
aforementioned circular.
Investment objective
The Company’s investment objective is to
deliver long-term total returns throughout
the life of the Company by investing in
aNdiversi ed public equity and private equity
portfolio of predominantly UK Companies.
“UK Companies” means companies which
are incorporated, headquartered or have
their principal business activities in the
United Kingdom, and companies
headquartered outside the United Kingdom
which derive, or are expected to derive,
aNsigni cant proportion of their revenues or
pro ts from the United Kingdom.
Investment policy
The Company will invest in a diversi ed
portfolio of both public equity investments
and private equity investments consisting
predominantly of UK Companies with
strong long-term growth prospects.
“Public equity investments” mean any
investments in any of the following
categories (a), (b) and (c) below (although it
is envisaged that the Company will
predominantly focus on those of an equity
and/or quasi-equity nature as set out
under categories (a) and (b) below):
(a) ordinary shares or similar securities
issued by an issuer which are traded on
any of the following:
(i)
any “regulated market” as de ned in
MiFID II and as listed in the register
of regulated markets within the EEA
maintained by the European
Securities and Markets Authority
from time to time; or
(ii) any “recognised investment
exchange” as recognised by the FCA
under Part XVIII of FSMA; or
(iii) any “recognised overseas
investment exchange” as recognised
by the FCA under Part XVIII of FSMA;
(b) securities or other instruments giving
the right to acquire or sell any of the
securities referred to in (a) above,
including without limitation warrants,
options, futures, convertible bonds and
convertible loan notes; and
(c) preference shares issued by an issuer
referred to in (a) above.
“Private equity investments” mean any
investments in any of the following
categories (w), (x), (y) and (z) below
(although it is envisaged that the Company
will predominantly focus on those of an
equity and/or quasi-equity nature as set
out under categories (w) and (x) below):
(w) shares in companies and other
securities/units/interests equivalent to
shares in companies, partnerships
(including limited partnership interests)
or other entities, provided that they are
not already captured under the
de nition of “public equity investments”
above;
(x) securities, derivatives or other
instruments giving the right to acquire
or sell any of the
shares/securities/units/interests
referred to in (w) above, including
without limitation warrants, options,
futures, contingent value rights,
convertible bonds, convertible loan
notes, convertible loan stocks or
convertible preferred equity;
(y) preference shares issued by an issuer
referred to in (w) above; and
(z) debt-based investments not otherwise
covered above, including loan stock,
payment-in-kind instruments and
shareholder loans.
It is anticipated that the Company’s
portfolio will typically consist of 30 to
50Nholdings and will target companies with
an equity value between approximately
£50Nmillion and £2 billion at the time of
initial investment.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
24
Section 1: Strategic Report
Investment restrictions and spread of investment risk
The Company will invest and manage its
assets with the object of spreading risk
through the following investment
restrictions:
•
no more than 10% of Net Asset Value
may be invested in any investee
company;
•
the Company’s portfolio shall comprise
no fewer than 30 holdings;
•
no more than 20% of Net Asset Value
may be invested in investee companies
which are not UK Companies;
•
the Company may not take a controlling
stake in any investee company, whether
directly or indirectly, and:
– in respect of public equity
investments, the Company may own
no more than 10% of the total voting
rights of any investee company; and
– in respect of private equity
investments, the Company may own
no more than 20% of the enterprise
value of any investee company; and
•
the Company will not invest more than
10% in aggregate of Gross Assets in
other listed closed-ended investment
funds, except that this restriction shall
not apply to investments in listed
closed-ended investment funds which
themselves have stated investment
policies to invest no more than 15% of
their gross assets in other listed
closed-ended investment funds.
Additionally, in any event, the Company
will itself not invest more than 15% of its
Gross Assets in other investment
companies or investment trusts which
are listed on the O>cial List.
Unless otherwise stated, each of the above
restrictions will be calculated at the time of
commitment. Where the Company makes
investments through one or more special
purpose vehicles, owned in whole or in
part by the Company or one of its a>liates
(being an a>liate of, or person a>liated
with, the Company, including a person that
directly, or indirectly through one or more
intermediate holding companies, controls
or is controlled by, or is under common
control with, the Company), the investment
restrictions will be applied on a look-
through basis.
Where the calculation of an investment
restriction requires an analysis of
underlying investments held by a fund in
which the Company is invested, such
calculation will be based on the
information reasonably available to the
portfolio managers at the relevant time.
The Company will not be required to
dispose of any investment or to rebalance
the portfolio as a result of a change in the
respective valuations of its assets.
However, the portfolio managers will
regularly monitor the Company’s portfolio
and make adjustments from time to time
in light of the above restrictions.
Borrowing policy
The Company may, from time to time, use
borrowings for investment and e>cient
portfolio management purposes. Gearing
will not exceed 10% of Net Asset Value,
calculated at the time of drawdown of the
relevant borrowing, except that there will
be no re-calculation where aNfacility is
renewed, varied or replaced, and that
there will be no re-calculation at the time
of a subsequent drawdown under the
same facility, provided that the absolute
amount of borrowing is not increased at
the time of any subsequent renewal,
variation, replacement or subsequent
drawdown.
Hedging and derivatives
Derivatives may be used for investment
purposes, e>cient portfolio management
or for currency hedging purposes, although
it is not expected that a material proportion
of the Company’s investments will be
denominated in currencies other than
pounds sterling and any such currency
exposure will not normally be hedged.
Where derivatives are used for investment
purposes, the Company does not intend to
increase the Company’s gearing in excess
of the limits set out in the borrowing policy
above, and any restrictions set out in the
investment policy shall apply equally to
exposure through derivatives.
Cash management
The Company may hold cash on deposit,
cash equivalents, or invest in money
market funds.
There is no limit on the amount that can
be held in these forms, and at times it may
be appropriate for the Company to
maintain a substantial cash position rather
than being fully or nearly fully invested. All
cash, cash equivalents, and money market
fund holdings will be maintained with
approved counterparties and managed in
accordance with prudent cash
management guidelines agreed upon by
the Board, the AIFM, and the portfolio
managers. For clarity, the investment
restrictions mentioned earlier regarding
listed closed-ended investment funds do
not apply to money market funds.
Changes to the investment policy
No material change will be made to the
investment policy without the approval of
Shareholders by ordinary resolution.
Non-material changes to the investment
policy may be approved by the Board.
In the event of a breach of the investment
policy set out above and the investment
and gearing restrictions set out therein,
the AIFM shall inform the Board without
delay, and if the Board considers the
breach to be material, noti cation will be
made to a Regulatory Information Service.
Key performance indicators (KPIs)
The Board reviews performance, using
aNnumber of key measures, to monitor and
assess the Company’s success in achieving
its objective. Further comment on
performance can be found in the Chair’s
statement. The following KPIs are used:
•
NAV performance;
•
Share price total return;
•
Share price discount and premium; and
•
Ongoing charges ratio.
All of the KPIs are Alternative Performance
Measures.
Further details can be found on page 3
and de nitions of these terms on pages 86
and 87.
NAV performance
The Directors regard the Company’s NAV
performance as being the overall measure
of value, delivered to shareholders over the
long-term. The Company’s NAV per share
at 31 March 2025 was 110.54p (31NMarch
2024: 110.05p). During the year the
Company’s NAV per share rose by 0.5%.
Since IPO the NAV per share has increased
by 11.2%. A full description of performance
during the year under review is contained
in the Investment Manager’s Review.
Share price total return
The Directors also regard the Company’s
share price total return to be a key
indicator of performance. This re ects
share price growth of the Company which
the Board recognises is important to
investors. During the year the Company’s
share price decreased by 12.6% from
79.50p at 31 March 2024 to 69.50p at
31NMarch 2025. Since IPO the Company’s
share price has decreased by 30.5%. At
each meeting, the Board reviews the
performance of the portfolio in detail and
discusses the views of the Portfolio
Managers with them.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
25
Section 1: Strategic Report
Share price discount and premium
The Board recognises that it is in the
interests of shareholders to maintain
aNshare price as close as possible to the
NAV per share, whilst acknowledging the
challenge this brings to a Company with
aNsubstantial portfolio of unquoted
investments. The Board regularly reviews
the level of discount/premium of the
Company’s share price to the net asset
value per share and considers ways in
which share price performance may be
enhanced, including the eDectiveness of
share buy-backs, where appropriate. The
discount at which the Company’s shares
traded to NAV widened by 9.3 percentage
points during the year from 27.8% at
31NMarch 2024 to 37.1% at 31 March 2025.
Ongoing charges
The Company monitors operating expenses
on a regular basis. The ongoing charges at
31 March 2025 were 1.50% (31NMarch
2024: 1.40%). The calculation is shown in
the de nition of terms and performance
measures on pages 86 andN87. The Board
seeks to manage and where possible to
improve the ongoing charges ratio and to
this end the Management Engagement
Committee regularly reviews its service
provider fee rates.
Corporate and social responsibility
The Board recognises the Company’s duty with respect to corporate and social responsibility and engages with its outsourced service
providers and other stakeholders to safeguard the Company’s interests. As part of this ongoing monitoring, the Board receives reports
from its service providers with respect to their diversity policies; anti-bribery and corruption policies; Modern Slavery ActN2015
statements; nancial crime policies; and greenhouse gas and energy usage reporting.
Diversity policy
The Board has adopted a diversity and inclusion policy which seeks to promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. The Board recognises the value of diversity and when considering new appointments, the Board
endeavours to ensure that it has the capabilities required to be eDective and oversee the Company’s strategic priorities. This includes
an appropriate range, balance and diversity of skills, experience and knowledge. The Company is committed to ensuring that any
vacancies arising are lled by the best quali ed candidates and appointments will always be made on merit alone.
Statement on Board diversity – gender and ethnic background
The Board has made a commitment to consider diversity when reviewing the composition of the Board and notes the UK Listing Rules
requirements (UK LR 6) regarding the targets on Board diversity:
•
at least 40% of individuals on the Board are women;
•
at least one senior Board position is held by a woman; and
•
at least one individual on the Board is from a minority ethnic background.
The FCA de nes senior Board positions as Chair, Chief Executive O>cer (“CEO”), Chief Financial O>cer (“CFO”) or Senior Independent
Director (“SID”). As an investment trust with no executive o>cers, the Company has no CEO or CFO. The Board has re ected the senior
positions of the Chair of the Board, the SID and the Chair of the Audit and Risk Committee in its diversity tables below.
The Board has chosen to align its diversity reporting reference date with the Company’s nancial year end and proposes to maintain
this alignment for future reporting periods. The following information has been provided by each Director through the completion of
aNquestionnaire.
As at 31 March 2025, the Company met two of the three criteria. The target in relation to the number of women on the Board has now
been addressed with the appointment of Jemma Bruton. The target for at least one individual on the Board to be from a minority ethnic
background was not met and the Board is conscious that while the Directors are all independent and have a diverse range of views and
experience, its small composition will make these targets challenging to fully implement.
The below tables set out the gender and ethnic diversity composition of the Board as at 31 March 2025.
Number of
Number of
Percentage
senior positions
1
Gender identity
Board members
of the Board
on the Board
Men
2
50%
1
Women
2
50%
1
Not speci ed/prefer not to say
–
–
–
Number of
Number of
Percentage
senior positions
1
Ethnic background
Board members
of the Board
on the Board
White British or other White (including minority-white groups)
4
100%
2
Mixed/Multiple Ethnic Groups
–
–
–
Asian/Asian British
–
–
–
Black/African/Caribbean/Black British
–
–
–
Other ethnic group, including Arab
–
–
–
Not speci ed/prefer not to say
–
–
–
1
The Company considers the positions of Chair of the Board of Directors, SID and Chair of the Audit and Risk Committee to be senior positions of the Board. The Chair of
the Board position is held by Justin Ward, and the SID and Chair of the Audit and Risk Committee positions are both held by Diana Dyer Bartlett.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
26
Section 1: Strategic Report
Financial crime policy
The Company continues to be committed
to carrying out its business fairly, honestly
and openly operates a nancial crime
policy covering bribery and corruption, tax
evasion, money laundering, terrorist
nancing and sanctions, as well as seeking
con rmations that the Company’s service
providers’ policies are operating soundly.
Modern Slavery Act 2015
As an investment trust, the Company does
not provide goods or services in the
normal course of business and does not
have customers. Accordingly, the Directors
consider that the Company is not required
to make any slavery or human tra>cking
statement under the Modern Slavery
ActN2015.
Greenhouse gas emissions and
energy usage
As the Company outsources its operations
to third parties, it consumed less than
40,000 kWh during the year and so has no
greenhouse gas emissions, energy
consumption or energy e>ciency action to
report.
Taskforce for Climate-Related
Financial Disclosures
(“TCFD”)
The Company, as an investment trust, is
exempt from the requirement to report
against TCFD regulation. However, the
Company’s Investment Manager produces
an annual product level disclosure
consistent with the TCFD. This can be
found here:
https://mybrand.schroders.com/m/3ac764e
19833f603/original/612803_2_SIML_TCFD-
Entity-Report.pdf
Responsible investment
The Investment Manager considers
environmental, social and governance
(“ESG”) integration to be an integral part of
identifying, assessing and monitoring
portfolio companies. They believe that
considering ESG factors can help create
long-term value by mitigating downside
risks and identifying new investment
opportunities.
The Board expects the Investment
Manager to engage with investee
companies where appropriate on material
ESG issues and expects consideration to
be given to these issues when exercising
the Company’s voting rights.
The Board notes that Schroders believes
that companies with good ESG
management often perform better and
deliver superior returns over time.
Engaging with companies to understand
how they approach ESG management is an
integral part of the investment process.
Schroders is compliant with the UK
Stewardship Code and its application with
the principles therein is reported on its
website:
https://mybrand.schroders.com/m/602172
15fd4f6d0b/original/Schroders-2024-
Active-Ownership-Report.pdf
The Board receives reporting from the
Investment Manager on the application of
its ESG stewardship. A description of the
Schroders policy on these matters can be
found on Schroders’ website at
http://www.schroders.com.
Promotion
The Company promotes its shares to
aNbroad range of investors including
discretionary wealth managers, private
investors, nancial advisers and
institutions which have the potential to be
long-term supporters of the investment
strategy. The Company seeks to achieve
this through its Investment Manager and
Corporate Broker, which promote the
shares of the Company through regular
contact with both current and potential
shareholders.
These activities consist of investor lunches,
one-on-one meetings, regional road shows
and attendance at conferences for
professional investors. In addition, the
Company’s shares are supported by the
Investment Manager’s wider marketing of
investment companies targeted at all
types of investors. This includes
maintaining close relationships with
adviser and execution-only platforms,
advertising in the trade press, maintaining
relationships with nancial journalists and
the provision of digital information on
Schroders’ website. The Board also seeks
active engagement with investors, and
meetings with the Chair are oDered to
investors when appropriate.
Shareholders are encouraged to sign up to
the Investment Manager’s Investment
Trusts update, to receive information on
the Company directly:
https://www.schroders.com/en-
gb/uk/individual/never-miss-an-update/.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
27
Section 1: Strategic Report
Stakeholder Engagement – Section 172 Report
During the year, the Board discharged its duty under section 172
of the Companies Act 2006 to promote the success of the
Company for the bene t of its members as a whole, having
regard to the interests of its stakeholders.
The Board has identi ed its key stakeholders as the Company’s
shareholders, the Investment Manager, other service providers
and the investee companies. The Board takes a long-term view of
the consequences of its decisions, and aims to maintain a
reputation for high standards of business conduct and fair
treatment among the Company’s shareholders. The Board notes
that the Company has no employees and the impact of its own
operations on the environment and local community is through
the impact its service providers or investee companies have.
Ful lling this duty naturally supports the Company in achieving its
investment objective and helps to ensure that all decisions are
made in a responsible way. In accordance with the requirements
of the Companies (Miscellaneous Reporting) Regulations 2018,
the Directors explain below how they have individually and
collectively discharged their duties under section 172 of the
Companies Act 2006 over the course of the year and key
decisions made during the year and related engagement
activities.
Shareholders
How the Board engaged
All shareholders are invited to attend the AGM which is an
opportunity for the Board and Investment Manager to present on
the Company’s performance, future plans and prospects. It also
allows shareholders the opportunity to meet with the Board and
Investment Manager and raise questions and concerns. The AGM
was held in person in 2024 and the Board, along with the
Investment Manager, look forward to meeting and interacting
with shareholders at the forthcoming AGM in September 2025.
The Company’s web pages host the annual and half year reports.
The Company publishes quarterly fact sheets which are available
on the Company’s web pages along with the opportunity to view
past webinars and sign up to receive a newsletter to receive
regular updates on the Company.
The Chair of the Board met with the Company’s major shareholders
during the year and since the year end. Prior to the Board’s
announcement in March 2025 regarding the Board’s proposal to
amend the Company’s investment objective and policy, an extensive
shareholder consultation exercise took place to understand views
regarding the proposals that are documented in the circular.
The Investment Manager engaged with a number of its investors
during the year and regular feedback was provided to the Board.
A number of promotional activities were undertaken during the
year including portfolio manager interviews, a capital markets
event, webinars and coverage in key publications.
Why is engagement important
Regular communication with existing and prospective
shareholders ensures that the Board is cognisant of investor
priorities and addresses any concerns raised.
Clear communication of the Company’s strategy and performance
against its investment objective can help maintain demand for the
Company’s shares and promote an investor base that is
interested in a long-term holding in the Company.
Section 172 of the Companies Act 2006 states that: A Director of a company must act in the
way they consider, in good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole, and in doing so have regard (amongst
other matters) to the following six items:
•
The likely consequences of any decision in the long term;
•
The interests of the Company’s employees;
•
The need to foster the Company’s business relationships with
suppliers, customers and other;
•
The impact of the Company’s operations on the community and
the environment;
•
The desirability of the Company maintaining a reputation for
high standards of business conduct; and
•
The need to act fairly as between members of the Company.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
28
Section 1: Strategic Report
The Investment Manager
Other service providers
Investee companies
How the Board engaged
The Board maintains a constructive relationship with the
Investment Manager, encouraging open discussion and
recognising that the interests of shareholders and the Investment
Manager are aligned. The Board invites the Investment Manager
to attend all Board meetings and receives regular reports on the
performance of the investments and the implementation of the
investment strategy, policy and objective. The portfolio activities
undertaken by the Investment Manager and the impact of
decisions aDecting investment performance are set out in the
Investment Manager’s Review on pages 6 to 11. The Management
Engagement Committee reviews the performance of the
Investment Manager, its remuneration and the discharge of its
contractual obligations at least annually.
The Board held various strategic meetings at which the Board and
Investment Manager discussed key issues outside the normal
Board reporting framework including the strategic direction of the
Company.
Why is engagement important
The Investment Manager is the most signi cant service provider
of the Company, and a description of its role can be found in the
Investment Manager’s Review on pages 6 to 11.
The Investment Manager’s performance is critical for the
Company to deliver its investment strategy successfully and meet
its objective to achieve long-term capital growth through
investing in a diversi ed portfolio of public equity private equity
companies.
Engagement with the Company’s Investment Manager is
necessary to review whether it is achieving the Company’s
objectives and adhering to the Company’s policies and to
understand the risks and opportunities.
How the Board engaged
The Board received reports regarding the service providers as
well as carrying out a review of the service providers’ business
continuity plans and additional cyber security provisions.
Under delegated authority from the Board, the Management
Engagement Committee reviewed all material third party service
providers and their fees. The Board considered the ongoing
appointments and fees of its service providers to be in the best
interests of the Company and its shareholders as a whole and will
continue to monitor their progress in the year ahead.
The Directors were invited to attend an internal controls brie ng
session arranged by the Investment Manager which assessed the
internal controls of certain key service providers including the
Company’s Depositary and Custodian, HSBC, the Company’s
Registrar, Equiniti, and Schroders Group Internal Audit. This
session allowed the Board to conduct due diligence on operations
and IT risks amongst service providers; and to receive up to date
information on changes to regulation and market practice in the
industry.
Why is engagement important
The Company is a listed investment trust, that has outsourced its
operations to third party service providers.
To ensure the smooth operation of the Company, the Board
engages with key service providers to ensure they are delivering
their services in line with their contractual obligations.
How the Board engaged
The Investment Management team conducts face-to-face and/or
virtual meetings with the management teams of all investee
companies to understand current trading and prospects for their
businesses, and to ensure that their investment principles and
approach are understood.
The Investment Manager has discretionary power to exercise the
Company’s voting rights on resolutions proposed by the investee
companies within the Company’s portfolio. The Investment
Manager reports to the Board on stewardship (including voting)
issues and the Board will question the rationale for voting
decisions made.
By active engagement and exercising voting rights, the
Investment Manager actively works with companies to improve
corporate standards, transparency and accountability.
Why is engagement important
As an investment trust the Company itself does not have any
trading activity and has an outsourced business model. The
Company has no direct social, community or environmental
responsibilities, however, the Board monitors activities of investee
companies through its delegation to the Investment Manager.
Gaining a deeper understanding of the investment companies
and their strategies as well as how they incorporate consideration
of ESG factors into the investment process assists in
understanding and mitigating risks of investments as well as
identifying future potential opportunities.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
29
Section 1: Strategic Report
Examples of stakeholder consideration and key decisions
The Directors were particularly mindful of stakeholder considerations in reaching the following key decisions during the year ended
31NMarch 2025:
•
Prior to the Board’s announcement in March 2025 regarding proposals to amend the Company’s investment objective and policy,
there was signi cant consideration given to the range of available options, which included an extensive shareholder consultation
exercise. Following these discussions, it was the view of the Board that the private equity portion of the portfolio oDered a better
opportunity set in the current environment. The proposals set out by the Board in the circular seek to address the underperformance
of the public sleeve and maximise shareholder returns.
•
At the same time as proposing the amended investment policy, the Board also outlined proposals to bring forward the date on which
shareholders will be given an opportunity to vote, and with the same weighted voting provisions, on the Company's continuation
from early 2028 to early 2027 by changing the Company's Articles of Association. The changes to the Articles of Association are
contingent on the new investment policy being approved by shareholders. The new Articles additionally set out a procedure for the
disposal of assets to maximise returns of capital to shareholders, should shareholders vote against the continuation of the Company.
•
Subsequent to the year end, the Board and the Investment Manager agreed on certain changes to the performance fee, designed to
more closely align it with the Company’s strategy. Further details regarding the agreed changes can be found on page 42.
•
The Board considered Board succession planning and undertook a recruitment process, in advance of the retirement of NeilNEngland
at the 2024 AGM. In July 2024, Justin Ward and Jemma Bruton were appointed as independent non executive Directors, expanding
the Board’s skill base.
•
The Board and Management Engagement Committee undertook reviews of the Investment Manager and the Company’s third-party
service providers and agreed that their continued appointment and fees remained in the best interests of the Company and its
shareholders.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
30
Section 1: Strategic Report
Risk Report
At least annually, the Audit and Risk
Committee carries out a robust
assessment of the principal and emerging
risks which feeds into the Company’s risk
register. Mitigations, the scoring of each
risk, and any emerging risks are discussed
in detail as part of this process to ensure
that emerging as well as known risks are
identi ed and, so far as practicable,
mitigated.
This system assists the Board in
determining the nature and extent of the
risks it is willing to take in achieving the
Company’s strategic objectives. The above
is considered noting that the Company has
no employees and has delegated all
operations to third party service providers.
Risk assessment and internal
controls review by the Board
Risk assessment includes consideration of
the scope and quality of the systems of
internal control operating within key
service providers, and ensures regular
communication of the results of
monitoring by such providers to the Audit
and Risk Committee, including the
incidence of signi cant control failings or
weaknesses that have been identi ed at
any time and the extent to which they have
resulted in unforeseen outcomes or
contingencies that may have a material
impact on the Company’s performance or
condition. The internal control
environment of the Investment Manager,
the Depositary and the Registrar are
tested annually by independent external
auditors. The reports are reviewed by the
Audit and Risk Committee.
Although the Board believes that it has
aNrobust framework of internal control in
place this can provide only reasonable, and
not absolute, assurance against material
nancial misstatement or loss and is
designed to manage, not eliminate, risk.
Actions taken by the Board and, where
appropriate, its Committees, to manage
and mitigate the Company’s principal and
emerging risks and uncertainties are set
out in the table below.
During the year, the Board discussed and
monitored a number of risks that could
potentially impact the Company’s ability to
meet its strategic objectives. The Board
receives updates from the Investment
Manager, Company Secretary and other
service providers on emerging risks that
could aDect the Company. The Board was
mindful of the evolving global environment
during the year; and the risks posed by
volatile markets; geopolitical uncertainty;
and in ation and interest rates levels which
could aDect the asset class.
No signi cant control failings or
weaknesses were identi ed from the Audit
and Risk Committee’s ongoing risk
assessment throughout the nancial year
and up to the date of this annual report.
Having received the relevant reports, the
Board is satis ed that the internal controls
operated by the Company’s service
providers are operating eDectively.
Actions taken by the Board and, where
appropriate, its Committees, to manage
and mitigate the Company’s principal risks
and uncertainties are set out in the table
below. The “Change” column on the right
highlights at a glance the Board’s
assessment of any increases or decreases
in risk during the year after mitigation and
management. The arrows show the risks
as increased, decreased, or unchanged.
The Board, through its delegation to the Audit and Risk Committee, is responsible for establishing
a process for identifying, managing and monitoring emerging and principal risks of the Company
and monitoring the Company’s financial internal control systems. The Board has adopted a detailed
matrix of principal risks affecting the Company’s business as an investment trust and has
established associated policies and processes designed to manage and, where possible, mitigate
those risks, which are regularly monitored by the Audit and Risk Committee.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
31
Section 1: Strategic Report
Risk
Mitigation and management
Change
Strategic
Investment objective and promotion
Company lifespan
Market
Market volatility
Change of regulation
IfNthe Board’s proposals are approved by shareholders, it is
expected that the risk around the Company’s lifespan will increase
as the Continuation Vote will be brought forward.
The private equity Portfolio Managers have extensive experience
and a track record of accurately timing the exits of private equity
investments.
The current Articles of Association of the Company require the
Directors to put forward, at a general meeting of the Company
to be held in the year 2028 but in any event no later than
31NMay 2028, a winding-up resolution to place the Company
into voluntary liquidation, unless alternative proposals have
been approved by shareholders, as outlined in the circular.
InNthe event that the proposals are not approved by
shareholders, the Company will commence winding up in
2028. Contingent on the adoption of the new investment
policy, the Board is proposing to bring forward proposals to
allow shareholders to vote, in the rst quarter of 2027, on the
continuation of the Company with the same weighted voting
provisions as that provided for by the 2028 resolution and to
amend the process for a cessation by providing for a managed
wind-down. These proposals will take the form of shareholder
resolutions, which, if passed, will replace the Company’s
investment policy (which includes its investment objective) as
well as adopting a procedure for the disposal of assets and
returns of capital to shareholders should shareholders not
support the continuation of the Company.
It could take several years until all of the Company’s private
equity investments are disposed of and any nal distribution of
proceeds made to shareholders.
The appropriateness of the Company’s investment remit is
regularly reviewed and the Board monitors the success of the
Company in meeting its stated objectives. The Board has put
forward proposals to amend the investment objective to address
the underperformance of the public equity sleeve and maximise
shareholder returns by having a fully private equity portfolio of
companies.
The Company’s investment objective may become out of line
with the requirements of investors, or the Company’s
investment strategy may not be su>ciently diDerentiated from
other products resulting in the Company being subscale and
shares trading at aNdiscount.
The Investment Manager adopts an active management
approach and focuses on sustainable businesses capable of
generating long-term returns for shareholders.
The Board receives quarterly reports from the Investment
Managers on the performance of the Company’s investments and
the market outlook.
Underlying investee companies within the Company’s portfolio
may experience uctuations in their operating results due to
uctuations in the market or general economic conditions
(including changes to interest rates, in ation, geopolitical and
ESG related regulations, including those related to climate
change). These would in turn aDect the performance of the
Company. InNaddition, market pricing risk can aDect the
valuation of both the Company and investee company share
prices.
The Board and Investment Manager monitor proposed changes
to tax rules and report to the Board thereon.
The Company bene ts from the current exemption for
investment trusts from UK tax on chargeable gains. Any
change to HMRC’s rules or taxation of investee companies
could aDect the Company’s ability to provide returns to
shareholders.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
32
Section 1: Strategic Report
Risk
Mitigation and management
Change
Operational
Valuation
Liquidity
NAV discount
Key person
Contracts are drafted to include obligations to provide
information with regard to investee companies in a timely
manner, where possible.
Schroders Capital has an extensive track record of valuing
privately held investments.
The Valuations Committee reviews all valuations of unquoted
investments on a quarterly basis and the Audit and Risk
Committee challenges valuation methodologies.
The consideration of ESG factors (including climate change) is
integrated into the investment process and reported at Board
meetings.
Private equity investments are generally less liquid and more
di>cult to value than publicly traded companies. ANlack of open
market data and reliance on investee company projections
may also make it more di>cult to estimate fair value on
aNtimely basis. Failure by the Investment Manager to identify
potential ESG matters in an investee company, given their
private nature, could lead to the Company’s shares being less
attractive to investors as well as potential valuation issues in
the underlying investee company.
Concentration limits are imposed on single investments to
minimise the size of positions, giving consideration to sector
concentration.
The Investment Manager considers liquidity risk when selecting
investments.
The Investment Manager will seek to manage cash ow such that
the Company will be able to participate in follow up fundraisings
where appropriate. The Board receives quarterly reports from the
Investment Manager on the portfolio’s liquidity.
Liquidity risks include those risks resulting from holding
private equity investments as well as not being able to
participate in follow-on fundraises through lack of available
capital which could result in dilution of an investment.
The Board monitors the NAV and receives regular updates.
Although the Company has not bought-back any shares during
the period the Board does have a discount/premium policy and
considers whether share buy-backs would be for the bene t of
the Company as aNwhole including its shareholders. In order to
consider aNbuy-back the Board would need to take into account
relevant factors and circumstances at the time.
The Board monitors marketing and distribution activity regularly.
The Company’s shares may not trade in line with NAV,
depending on factors such as supply and demand for the
Company’s shares, market conditions and general investor
sentiment. If the Board adopts buybacks to help to manage
the discount, this could reduce the Company’s NAV and
increase the Company’s OCR.
The Board regularly considers key man risk and seeks assurances
concerning the depth of expertise of the investment
management teams which manage the Company’s portfolio.
The Board receives assurances from the Investment Manager
regarding the Investment Manager’s incentive arrangements and
succession planning.
The Company’s investment portfolio is managed by the
portfolio managers and, in particular, is led by a small number
of key individuals. Loss of a Portfolio Manager could aDect
performance and market sentiment leading to a widening
discount of the share price compared with the NAV.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
33
Section 1: Strategic Report
Risk
Mitigation and management
Change
Operational
Reliance on key service providers
Experienced third party service providers are employed by the
Company under appropriate terms and conditions and with
agreed service level speci cations. Engagement agreements
include clauses which set out the notice periods for termination.
The Board receives regular reports from its service providers and
the Management Engagement Committee reviews the
performance of key service providers at least annually.
The Audit and Risk Committee reviews reports on the external
audits of the internal controls of certain key service providers.
The Company has no employees and the Directors have been
appointed on aNnon-executive basis. The Company is therefore
reliant upon the performance of third-party service providers.
Failure of any of the Company’s service providers to perform in
accordance with the terms of its appointment, to protect
against breaches of the Company’s legal and regulatory
obligations such as data protection, orNto perform its
obligations at all as aNresult of insolvency, fraud, breaches of
cyber security, failures in business continuity plans or other
causes, could have a material detrimental impact on the
operation of the Company.
Key service providers perform services that are integral to the
operation of the Company and any of the Company’s service
providers could terminate their contract.
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
34
Section 1: Strategic Report
Viability Statement and Going Concern
Viability statement
The Directors have assessed the viability of
the Company over the ve year period
ending 31 March 2030, taking into account
the Company’s position at 31 March 2025
and the potential impact of the principal
risks and uncertainties it faces for the
review period. This is further detailed in
the Chair’s Statement, Investment
Manager’s Review and principal risks and
uncertainties sections of this report. The
Board believes that a period of ve years
re ects a suitable time horizon for the
investment cycle of private equity and the
longer-term view taken by the Investment
Manager and investors; this period is in
line with the Company’s Key Information
Document.
As set out in the circular to shareholders
published alongside this Annual Report
and Financial Statements, the Board has
proposed a change to the Company’s
investment policy and to bring forward the
date at which a Continuation Vote is
required from early 2028 to early 2027, if
no alternative arrangements are approved
by shareholders beforehand. At the date of
this report, the Board has no expectation
that it will not put forward alternative
proposals regarding the continuation of
the Company to shareholders, or that such
proposals will not be approved by
shareholders.
As an investment trust, the Company is
entitled to bene cial treatment with regard
to chargeable gains. Any changes to these
taxation arrangements could aDect the
viability of the Company to act as an
eDective investment vehicle. In their
assessment of the prospects for the
Company over the next ve years, the
Board has assumed that:
•
the Company will continue to meet the
requirements to retain its status as an
investment trust;
•
the business model of a closed ended
investment company will continue to be
attractive to investors;
•
that the Company’s performance will be
attractive to shareholders; and
•
that the Company’s investment objective
and investment policy will also continue
to be attractive, either in the current
form or with any amendments approved
by shareholders pursuant to the
aforementioned circular.
The Directors have considered each of the
Company’s principal risks and
uncertainties and emerging risks detailed
on pages 31 to 33. In line with FRS102,
investments are recorded at fair value,
which for the Company are quoted bid
prices for investments in active markets at
the statement of nancial position date
and therefore re ect market participants’
views of emerging risks on the
investments held. For private equity
valuations, market comparables are used
which take into account the risks aDecting
similar investments.
The Directors have also prepared nancial
projections covering the next ve years,
along with sensitivity analysis to assess the
impact of a signi cant fall in equity
markets on the value of the Company’s
investment portfolio and the management
of liquidity assuming the proposed change
in investment policy is approved by
shareholders. The Company is a closed-
end investment trust and there is no
requirement to redeem or buy back
shares.
Having considered all the Company’s
resources, strategy, risks and probabilities,
the Board has a reasonable expectation
that the Company will continue to operate
and meet its liabilities as they fall due, over
the next ve years.
Going concern
The Directors have prepared nancial
projections covering the period to the end
of July 2026. These projections included
the Company’s cash balances, the forecast
income and expenditure ows as well as
commitments to provide further funding
to the Company’s private equity investee
companies. The Directors have assessed
the principal risks and uncertainties
(including whether there were any
emerging risks) and the matters referred
to in the viability statement. Sensitivity
analysis was performed on the projections
to evaluate the impact of a signi cant fall
in the value of the Company’s investments
as well as the impact on the Company’s
liquidity management of the proposed
change in the Company’s investment
policy. A substantial proportion of the
Company’s expenditure varies with the
value of the investment portfolio and as
stated in the viability statement, there is no
requirement to redeem or buy back the
Company’s shares; the Company has no
borrowings.
Based on the work the Directors have
performed, they have not identi ed any
material uncertainties relating to events or
conditions that, individually or collectively,
may cast signi cant doubt on the
Company’s ability to continue as a going
concern for the period assessed by the
Directors, being the period to 31 July 2026
which is at least 12 months from the date
the nancial statements are authorised for
issue.
By order of the Board
Schroder Investment
Management Limited
Company Secretary
28 July 2025
Schroder British Opportunities Trust plc?Annual Report and Financial Statements 2025
35
Section 1: Strategic Report
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
36
Section 2: Governance
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
37
Section 2: Governance
Board of Directors
38
Directors’ Report
40
Audit and Risk Committee Report
44
Management Engagement Committee Report
47
Nomination Committee Report
48
Valuation Committee Report
50
Directors’ Remuneration Report
51
Statement of Directors’ Responsibilities
54
Section 2: Governance
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
38
Section 2: Governance
Board of Directors
Justin Ward
Chair
Length of service:
appointed as a Director
in July 2024.
Experience:
Justin is a Chartered
Accountant with considerable investment
experience and is a private equity specialist.
He led and managed growth equity and
private equity buyout transactions at CVC
Capital Partners and as a partner at
Hermes Private Equity and Bridgepoint
Development Capital. He is an active angel
investor and has served on the Board of
aOnumber of private companies as a
non-executive Director. Justin is currently
aOnon-executive Director and Chair of the
Investment Committee at Gresham House
Income & Growth VCT plc and a non-
executive Director and Chair of the Audit
Committee at Hargreave Hale AIM VCT plc.
Areas of expertise:
Justin’s experience as
a Chartered Accountant and as a private
equity specialist, combined with his
leadership in managing signi cant growth
equity, and buyout transactions and
portfolios, makes him a valuable member of
the Board.
Committee membership:
Audit and Risk,
Management Engagement, Valuations, and
Nomination.
Current remuneration:
£44,500 per
annum.
Number of shares held:
40,691.*
Diana Dyer Bartlett
Senior Independent non-executive
Director and Chair of the Audit and Risk
Committee
Length of service:
appointed as a Director
in November 2020.
Experience:
After qualifying as a chartered
accountant with Deloitte Haskins & Sells,
Diana spent
ve years in investment
banking with Hill Samuel. Since then she
has held aOnumber of executive roles
including as
nance Director of various
venture capital and private equity backed
businesses and listed companies involved
in software,
nancial services, renewable
energy and coal mining. She was also
Company Secretary of Tullett Prebon plc
and Collins Stewart Tullett plc. Diana was
previously Chair of Smithson Investment
Trust plc. She is currently Audit Committee
Chair of Mid Wynd International
Investment Trust plc, and Audit Committee
Chair of Mobius Investment Trust plc.
Areas of expertise:
Diana has a strong
nancial background and her experience
with both listed and unlisted companies
makes her a valuable member of the Board.
Committee membership:
Audit and Risk
(Chair), Management Engagement,
Valuations, and Nomination.
Current remuneration:
£39,000 per
annum.
Number of shares held:
46,345.
All Directors are
non-executive and
independent of the
Investment Manager. All
Directors are members of
the Audit and Risk
Committee, the
Valuations Committee,
the Management
Engagement Committee
and the Nomination
Committee.
* Shares were purchased on 24 April 2025.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
39
Section 2: Governance
Tim Jenkinson
Independent non-executive Director
and Chair of the Management
Engagement Committee and
Valuations Committee
Length of service:
appointed as a Director
in November 2020.
Experience:
Tim is Professor of Finance
atOthe Saïd Business School, University of
Oxford, Director of the Oxford Private
Equity Institute and one of the founders of
the Private Equity Research Consortium.
Tim’s research has won many awards. He is
aOProfessorial Fellow at Keble College,
University of Oxford and a Research
Associate of the European Corporate
Governance Institute. Tim is a partner at
the European economic consulting
rm
Oxera. He has previously held Board
positions in PSource Structured Debt
Limited, the US
nancial services
rm DFC
Global Corporation and the German utility
comparison
rm, Verivox GmbH. Tim was
aOSpecialist Advisor to the Culture, Media
and Sport Select Committee of the UK
Parliament.
Areas of expertise:
Tim is an experienced
researcher and lecturer, teaching courses
on private equity, entrepreneurial
nance,
and valuation.
Committee membership:
Audit and Risk,
Management Engagement (Chair),
Valuations (Chair), and Nomination.
Current remuneration:
£39,000 per
annum.
Number of shares held:
6,609.
Jemma Bruton
Independent non-executive Director
Length of service:
appointed as a Director
in July 2024.
Experience:
Jemma, an economics
graduate from Cambridge and an INSEAD
MBA, held aOnumber of senior positions at
Goldman Sachs, latterly as Executive
Director, Leveraged Finance. She is
currently co-managing director at Salica
Investments Advisory LLP (formerly
Hambro Perks Advisory LLP), and leads
their activities on origination, execution and
portfolio management. She has extensive
experience in venture investing and
nancing and works closely with a number
of high growth private companies in the UK
and Europe.
Areas of expertise:
Jemma’s academic
credentials, coupled with her leadership
roles, positions her as a key asset to the
Board, oMering invaluable expertise in
investing and fostering growth among
private companies.
Committee membership:
Audit and Risk,
Management Engagement, Valuations, and
Nomination.
Current remuneration:
£33,000 per
annum.
Number of shares held:
Nil.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
40
Section 2: Governance
Directors’ Report
Corporate governance statement
The Company is committed to high standards of corporate
governance and has implemented a framework for corporate
governance which it considers to be appropriate for an
investment trust.
The Financial Conduct Authority requires all UK listed companies
to disclose how they have applied the principles and complied
with the provisions of the UK Corporate Governance Code 2018
(the “UK Code”) issued by the Financial Reporting Council (“FRC”).
The UK Code is available on the FRC’s website: www.frc.org.uk.
The Company is a member of the Association of Investment
Companies (“AIC”), which has published its own Code of Corporate
Governance to recognise the special circumstances of investment
trusts (www.theaic.co.uk) as endorsed by the FRC. The Board has
considered the principles and provisions of the AIC Code of
Corporate Governance 2019 (the “AIC Code”), which addresses
those set out in the UK Code, as well as setting out additional
provisions on issues that are of speci c relevance to the Company
as an investment trust.
The AIC Code also includes an explanation of how the principles
and provisions set out in the UK Code are adapted to make them
relevant for investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code provides more relevant information to
shareholders.
The Board con rms that the Company has complied throughout
the year under review with the relevant principles and provisions
of the AIC Code.
The UK Code includes provisions relating to:
•
the role of executive Directors and senior management;
•
executive Directors’ remuneration;
•
the need for an internal audit function;
•
the requirement to establish a Remuneration Committee.
All of the Company’s day-to-day management and administrative
functions are outsourced to third parties and the Company has
no executive Directors, employees or internal operations. The
Company has not therefore reported further in respect of these
provisions.
The Nomination Committee ful ls the function of the
Remuneration Committee and considers any change in the
Directors’ remuneration policy. As the Company does not have
any executive Directors, it was not deemed appropriate to
establish a separate Committee. As permitted under the AIC
Code, the Chair is a member of the Audit and Risk Committee. An
explanation as to why this is considered appropriate is set out in
the Audit and Risk Committee Report on pageO44.
Directors and o cers
Chair
The Chair is an independent non-executive Director who is
responsible for the leadership of the Board and ensuring its
eMectiveness in all aspects of its role. The Chair’s other signi cant
commitments are detailed on page 38.
Senior Independent Director
(“SID”)
The SID acts as a sounding board for the Chair, meets with major
shareholders as appropriate, provides a channel for any
shareholder concerns regarding the Chair and takes the lead in
the annual evaluation of the Chair by the independent Directors.
Company Secretary
Schroder Investment Management Limited provides company
secretarial support to the Board and is responsible for assisting
the Chair with Board meetings and advising the Board with
respect to governance. The Company Secretary also manages the
relationship with the Company’s service providers, except for the
Investment Manager.
Role and operation of the Board
The Board is the Company’s governing body; it sets the
Company’s strategy and is collectively responsible to shareholders
for its long-term success. The Board is responsible for appointing
and subsequently monitoring the activities of the Investment
Manager and other service providers to ensure that the
investment objective of the Company continues to be met. The
Board monitors that the Manager is adhering to the investment
restrictions set by the Board and acting within the parameters set
by it in respect of any gearing. Pages 22 to 26 sets out further
detail of how the Board reviews the Company’s strategy, risk
management and internal controls and also includes other
information required for the Directors’ Report, and is
incorporated by reference.
A formal schedule of matters speci cally reserved for decision by
the Board has been de ned and a procedure adopted for
Directors, in the furtherance of their duties, to take independent
professional advice at the expense of the Company.
The Chair ensures that all Directors receive relevant management,
regulatory and
nancial information in a timely manner and that
they are provided, on a regular basis, with key information on the
Company’s policies, regulatory requirements and internal
controls. The Board meets at least quarterly and receives and
considers reports regularly from the Investment Manager and
other key advisers and ad hoc reports and information are
supplied to the Board as required.
Matters considered by the Board include: the setting and
monitoring of investment strategy; approval of borrowings and/or
cash positions; review of investment performance; the level of
premium or discount of the Company’s shares to NAV per share
and promotion of the Company; and services provided by third
parties. Additional meetings of the Board are arranged as
required.
The Board has approved a policy on Directors’ con icts of interest.
Under this policy, Directors are required to disclose all actual and
potential con icts of interest to the Board as they arise for
consideration and approval. The Board may impose restrictions or
refuse to authorise such con icts if deemed appropriate. No
Directors have any connections with the Investment Manager,
The Directors submit their Annual Report and Financial Statements of the Company for the
year ended 31 March 2025.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
41
Section 2: Governance
shared directorships with other Directors or material interests in
any contract which is signi cant to the Company’s business.
Committees
In order to assist the Board in ful lling its governance
responsibilities, it has delegated certain functions to Committees.
The roles and responsibilities of these Committees, together with
details of work undertaken during the year under review, are
outlined in the following pages.
The reports of the Audit and Risk Committee, Valuations
Committee, Management Engagement Committee and
Nomination Committee are incorporated into and form part of
the Directors’ Report. Each Committee’s eMectiveness was
assessed, and judged to be satisfactory, as part of the Board’s
annual review of the Board and its Committees.
Key service providers
The Board has adopted an outsourced business model and has
appointed the following key service providers:
Investment Manager
The Company is an Alternative Investment Fund as de ned by the
AIFM Directive and has appointed Schroder Unit Trusts Limited
(“SUTL”) as the Investment Manager in line with the terms of an
Alternative Investment Fund Manager (“AIFM”) agreement. The
AIFM agreement, which is governed by the laws of England and
Wales, can be terminated by either party on six months’ notice or
on immediate notice in the event of certain breaches or the
insolvency of either party. As at the date of this annual report no
such notice had been given by either party.
SUTL is authorised and regulated by the FCA and provides
portfolio management, risk management, accounting and
company secretarial services to the Company under the AIFM
agreement. The Investment Manager also provides general
marketing support for the Company and manages relationships
with key investors, in conjunction with the Chair, other Board
members or the Corporate Broker as appropriate.
The Investment Manager has delegated investment
management, administration, accounting and company
secretarial services to another wholly owned subsidiary of
Schroders plc, (“SIM”), which delegates certain accounting and
administration services to HSBC Securities Services (UK) Limited,
as administrator.
The Investment Manager has in place appropriate professional
indemnity cover.
Private investments are managed by Schroders’ specialist private
equity team, Schroders Capital. Schroders Capital has over
20Oyears’ experience successfully investing in companies, both
directly via direct co-investment and through funds. They manage
over £70.5Obillion of assets across several specialist strategies.
The Schroders Group manages £758.4 billion (as at 31 March
2025) on behalf of institutional and retail investors,
nancial
institutions and high net worth clients from around the world,
invested in aObroad range of asset classes across equities,
xed
income, multi-asset and alternatives.
Fees payable to the Investment Manager
The AIFM is entitled to receive from the Company a management
fee calculated and paid quarterly in arrears, on the last Business
Day of March, June, September and December, at an annual rate
of 0.6% per annum of the quarterly cum income NAV. The AIFM
will also be entitled to receive a performance fee, the sum of
which will be equal to 15% of the amount by which the
“PE Portfolio Total Return” at the end of a “Calculation Period”
exceeds a hurdle of 10% per annum.
“PE Portfolio” shall mean the Company’s private equity
investments and any public equity investments which, at the time
of investment, constituted private equity investments.
“PE Portfolio Total Return” shall mean realised and unrealised
gains and losses on the PE Portfolio during the Calculation Period,
plus any dividends paid during the Calculation Period, minus any
management fee or dealing costs payable in respect of the
PEOPortfolio during the Calculation Period, expressed as
aOpercentage of the time weighted invested capital of the
PEOPortfolio.
If a performance fee shall be payable in accordance with the
above, it shall only be paid in full if the “Payment Amount” is
greater than the performance fee.
“Listed Value Change” means the aggregate price increase or
decrease attributable to each PE Portfolio Investment in listed
shares that are held at the end of the relevant Calculation Period.
“Payment Amount” means the sum of: (i) aggregate net realised
pro ts on PE Portfolio Investments since the start of the relevant
Calculation Period; (ii) plus an amount equal to each IPO
Unrealised Gain where the IPO of the relevant PE Portfolio
Investment takes place during the relevant Calculation Period;
(iii)
Oif Listed Value Change is positive in respect of the Calculation
Period, then plus an amount equal to the Listed Value Change or,
if Listed Value Change is negative in respect of that Calculation
Period, minus an amount equal to the “Listed Value Change”;
and (iv) plus the aggregate amount of all dividends or other
income received from PE Portfolio investments of the Company in
that Calculation Period. If the NAV has decreased any accrued
performance fee is carried forward and becomes payable in the
next period in which the NAV increases.
“Calculation Period” means each
nancial period ending on the
Company’s accounting reference date, except that: (i) the
rst
Calculation Period shall be the period commencing on Initial
Admission and ending on 30 June 2021; and (ii) the
nal
Calculation Period shall be the period commencing on the day
after the Company’s then accounting reference date and ending
on the winding-up date.
The accrued performance fee shall only be payable by the
Company in respect of a Calculation Period if the Company’s net
asset value per share has increased over that Calculation Period.
The Company may make private equity investments through
underlying investment vehicles in respect of which the AIFM or
other members of the Schroders group may receive fees. In such
circumstances, the AIFM will not charge any fees to the Company
in respect of such investment. In addition, the AIFM will take all
reasonable steps to ensure that any fee charged by an underlying
investment vehicle does not exceed a fee that is approximately
15% on gains over a hurdle that is, as far as reasonably
practicable, commensurate with the Performance Hurdle. The
AIFM shall also be entitled to a company secretarial and
administrative fee from the Company, equal to the lower of:
(i)
O0.2% per annum of the quarterly cum income Net Asset Value;
and (ii) £250,000 per annum, paid quarterly in arrears on the last
Business Day of March, June, September and December.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
42
Section 2: Governance
Subsequent to the year end, the Investment Manager and the
Board have agreed that certain changes should be made to the
performance fee to more closely align it to the Company’s
strategy. The eMective date of the changes will be from 1 April
2025. The changes are as follows:
•
costs taken into account when calculating the performance fee
are currently restricted to costs associated with the private
equity portfolio. In future all administrative and operating costs
of the Company will be taken into account, as well as taxes
payable in respect of the PE portfolio; and
•
for the purposes of the performance fee calculation, cash, cash
equivalents and money market funds, excluding any gains
generated, will be included within the Private Equity portfolio.
Details of all amounts payable to the Investment Manager are set
out in noteO17 to the accounts on page 74.
Depositary
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority (‘FCA’)
and the Prudential Regulation Authority, carries out certain duties
of aODepositary speci ed in the AIFM Directive including, in
relation to the Company:
– safekeeping of the assets of the Company which are entrusted
toOit;
– cash monitoring and verifying the Company’s cash
ows; and
– oversight of the Company and the Investment Manager.
The Company, the Investment Manager and the Depositary may
terminate the depositary agreement at any time by giving 90 days’
notice in writing. The Depositary may only be removed from oAce
when aOnew Depositary is appointed by the Company.
Registrar
Equiniti Limited (“Equiniti”) has been appointed as the Company’s
Registrar. Equiniti’s services to the Company include share register
maintenance (including the issuance, transfer and cancellation of
shares as necessary), acting as agent for the payment of any
dividends, management of company meetings (including the
registering of proxy votes and scrutineer services as necessary),
handling shareholder queries and correspondence and
processing corporate actions.
Share capital and substantial share interests
As at 31 March 2025, the Company had 73,900,000 ordinary
shares of 1p in issue. 1,100,000 shares were held in treasury.
Accordingly, the total number of voting rights in the Company at
31 March 2025 was 73,900,000. Details of changes to the
Company’s share capital during the year are given in note 12 to
the accounts on page 73.
The Board will be seeking approval from shareholders to buy back
shares, reissue shares held in treasury and issue new shares, as
more particularly described in the AGM notice and Annual
General Meeting – Recommendations section.
All shares in issue rank equally with respect to voting, dividends
and any distribution on winding up.
The Company has received noti cations in accordance with the
FCA’s Disclosure Guidance and Transparency Rule 5.1.2R of the
below interests in 3% or more of the voting rights attaching to the
Company’s issued share capital.
The Company is reliant on investors to comply with these
regulations, and certain investors may be exempted from
providing these. As such, this should not be relied on as an
exhaustive list of shareholders holding above 3% of the
Company’s voting rights.
At the year end, the following had declared a noti able interest in
the Company’s voting rights:
%
As at
of total
31 March
voting
2025
rights
Schroders plc
21,151,994
28.62%
East Riding Of Yorkshire Council
15,000,000
20.30%
1607 Capital Partners, LLC
3,712,700
5.02%
MIGO Opportunities Trust plc
2,217,014
3.00%
Following the year end up until the date of this report, the
Company received a noti cation that Staude Capital Pty Ltd holds
5.18% of the total voting rights.
Revenue,
nal dividend and dividend policy
The net revenue loss for the year, after
nance costs and taxation,
was £808,000, equivalent to a revenue loss per ordinary share of
1.09Opence.
The Company’s intention is to look for overall return rather than
seeking any particular level of dividend income. Subject to the
requirement to make distributions to maintain investment trust
status, any dividends and other distributions paid by the
Company will be made at the discretion of the Board. The
payment of any such dividends or other distributions (if any) will
depend on the Company’s ability to generate realised pro ts and
to acquire investments which pay dividends, its
nancial
condition, its current and anticipated cash needs, its costs and
netOproceeds on sale of its investments, legal and regulatory
restrictions and such other factors as the Board may deem
relevant from time to time. As such, investors should have no
expectation that dividends or distributions will be paid at all.
The Company has adopted a policy of allocating all operating
costs to revenue reserves rather than apportioning any to the
capital reserve. This policy is expected to result in a revenue loss
being reported in most accounting periods.
The Directors do not propose the payment of a dividend in
respect of the year ended 31 March 2025 (2024: nil).
Provision of information to the Auditor
The Directors at the date of approval of this report con rm that,
so far as each of them is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and each
Director has taken all the steps that he or she ought to have
taken as a Director in order to make himself or herself aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
43
Section 2: Governance
Directors’ attendance at meetings
The number of scheduled meetings of the Board and its Committees held during the year and the attendance of individual Directors is
shown below.
Management
Audit and Risk
Engagement
Nomination
Valuation
Director
Board
Committee
Committee
Committee
Committee
Justin Ward
1
4/4
4/4
1/1
1/1
4/4
Diana Dyer Bartlett
3/4
3/4
1/1
1/1
3/4
Tim Jenkinson
4/4
4/4
1/1
1/1
4/4
Jemma Bruton
1
4/4
4/4
1/1
1/1
4/4
Neil England
2
1/1
1/1
n/a
n/a
1/1
1
Appointed to the Board on 1 July 2024.
2
Retired from the Board on 18 September 2024.
Directors’ and o cers’ liability insurance and indemnities
Directors’ and oAcers’ liability insurance cover was in place for the Directors throughout the year. The Company’s Articles of Association
provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the
defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgment is
given in their favour by the court. This indemnity is a qualifying third party indemnity policy and was in place throughout the year under
review for each Director and to the date of this annual report.
Company status
In the circular sent to shareholders on 29 June 2025, the Board proposed, along with a change of investment policy, to amend the
articles of association to bring forward the date on which shareholders will be given an opportunity to vote on the Company’s
continuation from early 2028 to early 2027. The change of investment policy and amendment to the Articles of Association will be voted
on by shareholders at the General Meeting to be held on 9OSeptember 2025.
By order of the Board
Schroder Investment Management Limited
Company Secretary
28 July 2025
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
44
Section 2: Governance
Audit and Risk Committee Report
Due to the size of the Board, all Directors are members of the Committee. Diana Dyer Bartlett is the Chair of the Committee. TheOBoard
has satis ed itself that at least one of the Committee’s members has recent and relevant
nancial experience and that the Committee as
aOwhole has a level of competence relevant to the sector in which the Company operates. The AIC Code permits the Chair of the Board to
be aOmember of the Audit Committee of an investment trust. As the Board is small, it is considered appropriate for the Chair of the Board,
who was independent on appointment, to be aOmember of the Committee to enable to the Committee to bene t from his experience and
knowledge. Terms of reference for the Committee are available on the Company’s webpage: https://www.schroders.com/sbot.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Risk management and internal
controls
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring the
principal and emerging risks of the
Company and to explain how these are
managed or mitigated.
The Committee is responsible for
reviewing the adequacy and eMectiveness
of the Company’s internal controls and the
whistleblowing procedures operated by
the AIFM and other key services providers.
Financial reports and valuation
Reports and nancial statements
To monitor the integrity of the half year
and annual report and
nancial
statements of the Company and any
formal announcements relating to the
Company’s
nancial performance and
valuation.
Going concern and viability
To review the position and make
recommendations to the Board in relation
to whether it considers it appropriate to
adopt the going concern basis of
accounting in preparing its annual and
half-yearly report and
nancial statements.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Audit
Audit results
To discuss any matters arising from the
audit and recommendations made by the
auditor.
Auditor appointment,
independence
and performance
To make recommendations to the Board,
in relation to the appointment,
re-appointment, eMectiveness, and any
non-audit services by the auditor and
removal of the external auditor. To review
their independence, and to recommend to
the Board their remuneration. To review
the audit plan and engagement letter.
The Audit and Risk Committee is responsible for monitoring the integrity of the Company's
financial performance and internal controls.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
45
Section 2: Governance
Application during the year
The Committee identi ed no signi cant internal control issues during the Committee’s review of the Company’s principal risks and
uncertainties. The below table sets out how the Committee discharged its duties during the year and up until the approval of this
annual report. The Committee met four times during the year. Further details on attendance can be found on page 43. An evaluation of
the Committee’s eMectiveness and review of its terms of reference was performed in March 2025 and the next will be completed as part
of the Board and Committee evaluation process in the next reporting year.
Risk management and internal
controls
Service provider controls
The operational controls maintained by the
Investment Manager, Administrator,
Depositary and Registrar were reviewed
and included consideration of:
•
a summary, prepared by the AIFM,
following review, of the internal controls
reports prepared bi-annually by HSBC’s
external auditor in respect of its
European Traditional Fund Services,
Global Custody Services and Information
Technology Services operations;
•
a summary, prepared by the AIFM
following review, of the internal controls
reports prepared annually by SIM; and
•
the Assurance Report on internal
controls of Equiniti Share Registration
Services.
Internal controls and risk
management
Consideration of internal controls at
aObrie ng session which assessed the
internal controls of certain key service
providers including the Company’s
Depositary and Custodian, the Company’s
Registrar, Equiniti, and Schroders Group
Internal Audit.
Compliance with the investment trust
qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Investment
Manager’s report con rming compliance.
Principal risks
Reviewed the principal and emerging risks
together with key risk mitigations. The
Committee considered the Company’s risk
appetite statement.
Financial reports and valuation
Valuation and existence of holdings
Considered reports from the Investment
Manager and Depository, including
quarterly reports and one at the year end.
The Committee reviewed the valuation
methodologies used for both public and
private investments which supports the
work undertaken by the Valuations
Committee to review and report on the
revaluations undertaken on the unquoted
holdings during the period.
The Committee continued to consider the
IPEV guidelines and their implications for
the Company’s valuations.
Recognition of investment income
Reviewed consideration of dividends
received against forecast and the
allocation of special dividends.
The Committee took steps to gain an
understanding of the processes to record
investment income so that dividends paid
by any investee companies held at any
time during the year, had been recorded
and, where appropriate, collected.
Calculation of the investment
management fee and performance fee
Con rmed that the performance and
management fees have been calculated in
accordance with the AIFM agreement.
Consideration of methodology used to
calculate the fees, matched against the
criteria set out in the AIFM agreement.
Overall accuracy of the report and
nancial statements
Consideration of the draft report and
nancial statements and the letter from
the Investment Manager in support of the
letter of representation to the auditor.
Audit
Meetings with the auditor
The auditor attended meetings to present
their audit plan and the
ndings of the
audit.
The Committee met the auditor without
representatives of the Investment
Manager present.
Effectiveness of the independent audit
process and auditor performance
Evaluated the eMectiveness of the
independent audit
rm and process prior
to making a recommendation that it
should be re-appointed at the forthcoming
AGM. Evaluated the auditor’s performance
against agreed criteria including:
quali cation; knowledge, expertise and
resources; independence policies;
eMectiveness of audit planning; adherence
to auditing standards; quality control
procedures and reviews; and overall
competence was considered, alongside
feedback from the Investment Manager on
the audit process. Professional scepticism
of the auditor was questioned and the
Committee was satis ed with the auditor’s
replies.
Auditor independence
Ernst & Young LLP has provided audit
services to the Company since it was
appointed on 19 May 2021. This is the
fthOyear that Ernst & Young LLP will be
undertaking the Company’s audit.
Auditors are required to rotate the senior
statutory auditor every
ve years. This is
the
fth year that the senior statutory
auditor, Caroline Mercer, has conducted
the audit of the Company’s annual report
and
nancial statements and will hand
over to alternative audit partner for the
nancial year ending 31OMarch 2026. The
auditors were appointed due to their
experience.
There are no contractual obligations
restricting the choice of external auditors.
Audit results
Met with and reviewed a comprehensive
report from the auditor which detailed the
results of the audit, compliance with
regulatory requirements, safeguards that
have been established, and on their own
internal quality control procedures.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
46
Section 2: Governance
Risk management and internal
controls
Financial reports and valuation
Fair,
balanced and understandable
Reviewed the annual report and
nancial
statements to advise the Board whether it
was fair, balanced and understandable.
Reviewed whether performance measures
were re ective of the business, whether
there was adequate commentary on the
Company’s strengths and weaknesses and
that the annual report and
nancial
statements, were taken as a whole and
consistent with the Board’s view of the
operation of the Company.
Going concern and viability
Reviewing the impact of risks on going
concern and longer-term viability.
The Committee reviewed the disclosures in
the annual report and
nancial statements
on going concern and viability.
The Committee reviewed the forecasts and
sensitivity analysis prepared by the
Investment Manager, the liquidity of the
Company’s portfolio and the key risks
which could aMect viability.
Audit
Provision of non-audit services by the
auditor
The Committee has reviewed the FRC’s
Guidance on Audit Committees and has
formulated a policy on the provision of
non-audit services by the Company’s
auditor. The Committee has determined
that the Company’s appointed auditor will
not be considered for the provision of
certain non-audit services, such as
accounting and preparation of the annual
report and
nancial statements, internal
audit and custody. The auditor may, if
required, provide other non-audit services
which will be judged on a case-by-case
basis however, they did not do so during
the reporting period.
The Committee was satis ed that this did
not aMect the independence or objectivity
of the auditor.
Consent to continue as auditor
Ernst & Young LLP indicated to the
Committee their willingness to continue to
act as auditor.
Recommendations made to,
and approved by,
the Board:
•
The Committee recommended that the Board approve the quarterly valuations, half year report and the annual report and
nancial
statements. The Committee recommended that the going concern presumption be adopted in the annual report and
nancial
statements and the explanations set out in the viability statement.
•
As a result of the work performed, the Committee has concluded that the annual report and
nancial statements for the year ended
31 March 2025, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to
assess the Company’s position, performance, business model and strategy, and has reported on these
ndings to the Board. The
Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 54.
•
Having reviewed the performance of the auditor as described above, the Committee considered it appropriate to recommend the
rm’s re-appointment. Resolutions to re-appoint Ernst & Young LLP as auditor to the Company, and to authorise the Directors to
determine their remuneration will be proposed at the AGM.
•
Following its annual review of the internal controls environment, the Committee concluded that the material controls had operated
eMectively throughout the year; there were no changes to the Company’s risk management processes during the year and no
signi cant failings or weaknesses in the internal controls framework were identi ed.
•
The Committee considered and reviewed the Company’s compliance with the investment trust qualifying rules in s1158 of the
Corporation TaxOAct 2010, and speci cally the distribution requirements, noting that as the Company has reported a revenue loss
after taxation, there is no requirement to pay a dividend.
•
As part of the Board Evaluation process, the Committee undertook an evaluation of its eMectiveness. The Committee con rmed that
it had conducted its aMairs eAciently and in accordance with its terms of reference.
Diana Dyer Bartlett
Chair of the Audit and Risk Committee
28 July 2025
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
47
Section 2: Governance
Management Engagement Committee Report
All Directors are members of the Committee. Tim Jenkinson Chaired the Committee during the year, however subsequent to year end it
was agreed that Jemma Bruton would Chair the Committee with eMect from 30 September 2025. Its terms of reference are available on
the Company’s webpage: https://www.schroders.com/sbot. The Committee held one scheduled meeting during the year.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Application during the year
Recommendations made to,
and approved by,
the Board:
•
That the ongoing appointment of the Investment Manager on the terms of the AIFM agreement, including the fee, was in the best
interests of shareholders as a whole.
•
That the Company’s service providers’ performance and fees remained satisfactory.
•
As part of the Board Evaluation process, the Committee undertook an evaluation of its eMectiveness. The Committee con rmed that it
had conducted its aMairs in accordance with its terms of reference.
Tim Jenkinson
Chair of the Management Engagement Committee
28 July 2025
Oversight of the Investment Manager
The Committee:
•
reviews the Investment Manager’s performance, over the short
and long term.
•
considers the reporting it has received from the Investment
Manager throughout the year and the reporting from the
Investment Manager to the shareholders.
•
assesses management fees including the performance fee on an
absolute and relative basis, receiving input from the Company’s
Broker, including peer group and industry
gures, as well as the
structure of the fees.
•
reviews the appropriateness of the Investment Manager’s
contract, including terms such as notice period.
•
assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Investment Manager.
Oversight of other service providers
The Committee reviews the performance of the following service
providers on at least an annual basis:
•
Depositary and Custodian;
•
Corporate Broker; and
•
Registrar.
The Committee receives a report from the Company Secretary on
ancillary service providers, and considers any recommendations.
The Committee reviews all key service providers other than the
external auditor, whose performance is reviewed by the Audit and
Risk Committee.
Oversight of the Investment Manager
The Committee undertook a detailed review of the Investment
Manager’s performance and agreed that it has the appropriate
depth and quality of resource to deliver superior returns over the
longer term.
The Committee also reviewed the terms of the AIFM agreement,
including consideration of the fee structure in light of the proposals
outlined by the Board in relation to the investment policy.
The Committee reviewed reports on the other services provided
by the Investment Manager and agreed they were satisfactory.
Oversight of other service providers
The Committee conducted its annual review of service providers
and concluded that their continued appointments were
appropriate.
The Committee noted that the Audit and Risk Committee had
undertaken a detailed evaluation of the internal controls of the
Manager, registrar, administrator, depositary and custodian.
Further details are provided in the Audit and Risk Committee
Report.
The Management Engagement Committee is responsible for: (1) the monitoring and
oversight of the Investment Manager’s performance and fees, and confirming the
Investment Manager’s ongoing suitability, and (2) reviewing and assessing the Company’s
other service providers, including reviewing their fees.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
48
Section 2: Governance
Nomination Committee Report
The Nomination Committee is responsible for: (1) the recruitment, selection and induction
of Directors; (2) their assessment during their tenure; (3) the Board’s succession planning;
and (4) Directors’ fee.
Selection and ongoing assessment of Directors
All Directors are members of the Committee. Justin Ward is the Chair of the Committee. Its terms of reference are available on the
Company’s webpage: https://www.schroders.com/sbot. The Committee held two scheduled meetings during the year.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Selection and induction
•
Committee prepares a job speci cation
for each role, and an independent
recruitment
rm is appointed. For the
Chair of Committees, the Committee
considers current Board members too.
•
Job speci cation outlines the knowledge,
professional skills, personal qualities
and experience requirements.
•
Potential candidates assessed against
the Company’s diversity policy.
•
Committee discusses the long list,
invites a number of candidates for
interview and makes a recommendation
to the Board.
•
Committee reviews the induction and
training of new Directors.
Board evaluation and Directors’ fees
•
Committee assesses each Director
annually, and considers if an external
evaluation is appropriate.
•
Evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides
aOvaluable contribution to the Board
during the year, taking into account time
commitment, independence, con icts
and training needs.
•
Following the evaluation, the Committee
provides a recommendation to
shareholders with respect to the annual
re-election of Directors at the AGM.
•
All Directors retire at the AGM and their
re-election is subject to shareholder
approval.
•
Committee reviews Directors’ fees,
taking into account comparative data
and reports to shareholders.
•
Any proposed changes to the
remuneration policy for Directors
discussed and reported to shareholders.
Succession
•
The Board’s succession policy is that
Directors’ tenure will be for no longer
than nine years, except in exceptional
circumstances, and that each Director
will be subject to annual re-election at
the AGM.
•
Committee reviews the Board’s current
and future needs at least annually.
Should any need be identi ed the
Committee will initiate the selection
process.
•
Committee oversees the handover
process for retiring Directors.
Application of
succession policy
Selection
Induction
Annual
evaluation
Annual review of
succession policy
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
49
Section 2: Governance
Application during the year
Selection and induction
•
Following a rigorous selection process
using an independent external
recruitment agency, Nurole, Justin Ward
and Jemma Bruton were appointed to
the Board with eMect from 1 July 2024.
•
The new Directors engaged in an
induction programme with the Manager
and its various operating functions as
well as other key service providers.
•
Justin Ward and Jemma Bruton were
elected as Directors at the 2024 AGM.
Board evaluation and Directors’ fees
The Committee assessed each Director
annually, considering if an external
evaluation was required and it was
concluded that an internal Board
evaluation would be appropriate.
•
Evaluation focused on whether each
Director continues to demonstrate
commitment to their role and provides
aOvaluable contribution to the Board
during the reporting period, taking into
account time commitment,
independence, con icts and training
needs.
•
Following the evaluation, the Committee
has provided a recommendation to
shareholders with respect to the annual
re-election of Directors at the AGM.
•
All Directors retire at the AGM and their
re-election is subject to shareholder
approval.
•
Committee reviewed Directors’ fees,
taking into account comparative data
and reports to shareholders.
•
There were no proposed changes to the
remuneration policy for Directors.
Succession
•
The Committee believes it is important
for the Board to have the appropriate
skills and diversity and will continue to
review composition and succession
plans with these in mind.
Recommendations made to,
and approved by,
the Board:
•
In order to strengthen the Board’s skill set and increase the number of directors to four, Justin Ward and Jemma Bruton were appointed
as non-executive Directors with eMect from 1 July 2024 as approved by the Company’s shareholders at the AGM on 18OSeptember 2024.
•
That all Directors continue to demonstrate commitment to their roles, provide a valuable contribution to the deliberations of the Board,
and Directors remain free from con icts with the Company and its Directors contribute to the long-term sustainable success of the
Company, and should all be recommended for re-election by shareholders at the AGM.
•
That Directors’ fees would remain unchanged for the forthcoming
nancial year.
•
The Director's Remuneration Report be put to shareholders as ordinary resolutions at the forthcoming AGM.
•
As part of the Board Evaluation process, the Committee undertook an evaluation of its eMectiveness. The Committee con rmed that it
had conducted its aMairs in accordance with its terms of reference.
Justin Ward
Chair of the Nomination Committee
28 July 2025
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
50
Section 2: Governance
Valuations Committee Report
The valuations team operates independently to the Investment Management team. Tim Jenkinson is the Chair and the other Directors
are members of the Committee. Its terms of reference are available on the Company’s webpage: https://www.schroders.com/sbot.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Recommendations made to,
and approved by,
the Board:
•
The Committee recommended that the Board approve the quarterly valuations, for inclusion in the half year report and the annual
report and
nancial statements.
•
As part of the Board Evaluation process, the Committee undertook an evaluation of its eMectiveness. The Committee con rmed that it
had conducted its aMairs in accordance with its terms of reference.
Tim Jenkinson
Chair of the Valuations Committee
28 July 2025
Valuation and existence of holdings
The Committee:
•
meets at least four times a year to consider the private equity
quarterly NAV revaluations. The Committee also considers the
public equity holdings (where necessary) to ensure complete
oversight of the entire portfolio;
•
formulates valuation policies for investments of the Company,
considers whether independent valuation of the portfolio is
required and approves the valuations for both public and private
investments; and
•
considered reports from the Investment Manager at each
meeting.
Application during the year
The Committee met with the Investment Manager’s valuation
team at each meeting and reviewed the basis on which each
investment had been valued.
The Committee reviewed and recommended valuation inputs for
quarterly NAV calculations.
The Committee challenged the multiples that had been used and
reviewed the usage of market comparables.
The Committee discussed the ongoing progress of investee
companies to understand how this would have an eMect on
valuations.
The Valuations Committee is responsible for reviewing, and where necessary, challenging
the valuations carried out by the specialist in-house valuations team.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
51
Section 2: Governance
Directors’ Remuneration Report
At the AGM held on 18 September 2024, 99.85% of the votes cast
(including votes cast at the Chair’s discretion) in respect of
approval of the Directors’ Remuneration Policy were in favour,
while 0.15% were against and 24,000 votes were withheld.
At the AGM held on 18 September 2024, 99.85% of the votes cast
(including votes at the Chair’s discretion) in respect of approval of
the Director’s Remuneration Report were in favour, while 0.15%
were against.
Directors’ remuneration policy
It is the Board’s policy to determine the level of Directors’
remuneration having regard to amounts payable to non-executive
Directors in the industry generally, the role that individual
Directors ful l in respect of Board and Committee responsibilities,
and time committed to the Company’s aMairs, taking into account
the aggregate limit of fees set out in the Company’s Articles of
Association. This aggregate level of Directors’ fees is currently set
at £500,000 per
nancial year and any increase in this level
requires approval by the Board and the Company’s shareholders.
The Chair of the Board, the Chair of the Audit and Risk Committee
and the Chair of the Valuations Committee each receive fees to
re ect their additional responsibilities. Directors’ fees are set at
aOlevel to recruit and retain individuals of suAcient calibre, with
the level of knowledge, experience and expertise necessary, and
to promote the success of the Company in reaching its short and
long-term strategic objectives.
The Board and its Committees comprise non-executive Directors.
No Director past or present has an entitlement to a pension from
the Company and the Company has not, and does not intend, to
operate a share scheme for Directors or to award any share
options or long-term performance incentives to any Director. No
Director has aOservice contract with the Company; however,
Directors have a letter of appointment. Directors do not receive
exit payments and are not provided with any compensation for
loss of oAce. No other payments are made to Directors other
than the reimbursement of reasonable out-of-pocket expenses
incurred in attending to the Company’s business.
Any Director who performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a
Director, may be paid additional remuneration to be determined
by the Directors, subject to the previously mentioned fee cap.
Implementation of policy
The terms of Directors’ letters of appointment are available for
inspection at the Company’s registered oAce address during
normal business hours and during the AGM at the location of
such meeting.
The Board did not seek the views of shareholders in setting this
remuneration policy. Any comments on the policy received from
shareholders would be considered on a case by case basis.
As the Company does not have any employees, no employee pay
and employment conditions were taken into account when
setting this remuneration policy and no employees were
consulted in its construction.
Directors’ fees are reviewed annually and take into account
research from third parties on the fee levels of Directors of peer
group companies, in ation, as well as industry norms and factors
aMecting the time commitment expected of the Directors. New
Directors are subject to the provisions set out in this
remuneration policy.
The remuneration policy below is currently in force and is subject to a binding vote every
three years. The next vote will take place at the AGM in 2027 and the current policy
provisions will apply until that date. The Directors’ report on remuneration is subject to an
annual advisory vote. An ordinary resolution to approve this report will be put to
shareholders at the forthcoming AGM.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
52
Section 2: Governance
Directors’ report on remuneration
This report sets out how the remuneration policy was implemented during the year ended 31 March 2025.
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 March 2025. Directors’
remuneration is all
xed; they do not receive any variable remuneration.
Fees
Taxable bene ts
1
Total
Year ended
Year ended
Year ended
Year ended
Year ended
Year ended
31 March
31 March
31 March
31 March
31 March
31 March
2025
2024
2025
2024
2025
2024
Director
£
£
£
£
£
£
Justin Ward
2
(Chairman)
30,898
–
468
–
31,366
–
Diana Dyer Bartlett
39,000
37,875
1,334
–
40,334
37,875
Jemma Bruton
2
24,750
–
468
–
25,218
–
Tim Jenkinson
39,000
35,250
1,010
–
40,010
35,250
Neil England
3
20,880
43,250
350
–
21,230
43,250
154,528
116,375
3,630
–
158,158
116,375
1
Comprises amounts reimbursed for expenses incurred in carrying out business for the Company, and which have been grossed up to include PAYE and NI contributions.
2
Appointed on 1 July 2024.
3
Retired on 18 September 2024.
The information in the above table has been audited.
Consideration of matters relating to Directors’ remuneration
The determination of the Directors’ fees is considered by the Nomination Committee who make recommendations to the Board.
Directors’ remuneration was last reviewed by the Nomination Committee and the Board in September 2024. The Committee considered
the current remuneration levels and agreed that given the size of the Company, the fees remained appropriate and no changes were to
be recommended at this time. Although no external advice was sought in considering the levels of Directors’ fees, information on fees
paid to Directors of other investment companies managed by Schroders and peer group companies provided by the Investment
Manager and Corporate Broker was taken into consideration as was independent third party research.
It was agreed that Director fees would remain unchanged for the upcoming
nancial year.
Change in annual remuneration payable
Change in
Change in
Change in
Change in
Change in
annual fee over
annual fee over
annual fee over
annual fee over
annual fee over
the year ended
the year ended
the year ended
the year ended
the year ended
31 March
31 March
31 March
31 March
30
June
2025
2024
2023
2022
2021
Directors
%
%
%
%
3
%
4
Justin Ward
1
(Chairman)
n/a
n/a
n/a
n/a
n/a
Diana Dyer Bartlett
6.5
3.1
3.9
3.4
32.9
Jemma Bruton
1
n/a
n/a
n/a
n/a
n/a
Tim Jenkinson
13.5
11.7
4.6
0.3
29.0
Neil England
2
n/a
3.0
2.5
2.6
32.0
1
Appointed on 1 July 2024.
2
Retired on 18 September 2024.
3
The fees payable above are in respect of the nine month period ended 31 March 2022.
4
The fees payable above are in respect of the nine month period ended 30 June 2021.
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review
and the prior period. In considering these
gures, shareholders should take into account the Company’s investment objective.
Distributions to shareholders
(share buy-backs)
vs Directors’ remuneration
Year ended
Year ended
31 March
31 March
2025
2024
Change
£000
£000
%
Remuneration payable to Directors
158
116
36.2
Distributions paid to shareholders (share buy-backs)
–
–
–
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
53
Section 2: Governance
Performance graph since 1 December 2020
(launch date)
Share price return versus FTSE 250 ex-Investment Trusts Index
1
total return for the period from launch date on 1 December 2020, to
31OMarch 2025.
1
Source: Morningstar. Rebased to 100 at 1 December 2020. The FTSE 250 ex Investment Trusts Index has been selected as an appropriate comparison as it best
represents the companies that the Investment Manager uses to select investment opportunities. Companies within this index represent the growth characteristics that
the Investment Manager seeks to meet the long term investment objective of delivering returns to shareholders.
Directors’ share interests
The Company’s Articles of Association do not require Directors to own shares in the Company. The interests of Directors, who held
oAce at the end of the year, including those of connected persons, at the beginning and end of the
nancial year under review, are set
out below.
At 31 March
At 31 March
2025
1
2024
1
Justin Ward
2
0
0
Diana Dyer Bartlett
46,345
46,345
Jemma Bruton
2
0
0
Tim Jenkinson
6,609
6,609
1
Ordinary shares of 1p each.
2
Appointed to the Board on 1 July 2024.
The information in the above table has been audited.
On behalf of the Board
Justin Ward
Chair
28 July 2025
60
70
80
90
100
110
120
Jun
21
Dec
20
Mar
25
Mar
24
Mar
23
Mar
22
Schroder British Opportunities Ord
Benchmark 1: FTSE 250 Ex Investment Trust TR GBP
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
54
Section 2: Governance
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements
Company law requires the Directors to prepare
nancial
statements for each
nancial year. Under that law, the Directors
have prepared the annual report and
nancial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising
Financial Reporting Standard (FRS) 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland” and
applicable law). Under company law, the Directors must not
approve the
nancial statements unless they are satis ed that
they give a true and fair view of the state of aMairs of the
Company and of the return or loss of the Company for that
period. In preparing these
nancial statements, the Directors are
required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether applicable UK Accounting Standards, comprising
FRS 102, have been followed, subject to any material
departures disclosed and explained in the
nancial statements;
•
notify the Company’s shareholders in writing about the use of
disclosure exemptions in FRS 102, used in the preparation of
the
nancial statements; and
•
prepare the
nancial statements on a going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are suAcient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the
nancial position of the Company and enable them to ensure
that the
nancial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006. 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.
The Investment Manager is responsible for the maintenance and
integrity of the webpage dedicated to the Company. Legislation in
the United Kingdom governing the preparation and
dissemination of
nancial statements may diMer from legislation
in other jurisdictions.
Directors’ statement
Each of the Directors, whose names and functions are listed on
pagesO38 and 39, con rm that to the best of their knowledge:
•
the
nancial statements, which have been prepared in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards
and applicable law), give a true and fair view of the assets,
liabilities,
nancial position and net return of the Company;
•
the Strategic Report contained in the annual report and
nancial statements includes a fair review of the development
and performance of the business and the position of the
Company, together with aOdescription of the principal risks and
uncertainties that it faces; and
•
the annual report and
nancial 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
Justin Ward
Chair
28 July 2025
The Directors are responsible for preparing the Annual Report and Financial Statements in
accordance with applicable law and regulations.
Schroder British Opportunities Trust plcHAnnual Report and Financial Statements 2025
55
Section 2: Governance
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
56
Section 3: Independent Auditor’s Report and Financial Statements
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
57
Section 3: Independent Auditor’s Report
and Financial Statements
Independent Auditor’s Report
58
Statement of Comprehensive Income
63
Statement of Changes in Equity
64
Statement of Financial Position
65
Cash Flow Statement
66
Notes to the Financial Statements
67
Section 3: Independent Auditor’s Report and Financial Statements
Opinion
We have audited the nancial statements of Schroder British
Opportunities Trust plc (the “Company”) for the year ended
31 March 2025 which comprise the Statement of Comprehensive
Income, the Statement of Changes in Equity, the Statement of
Financial Position, the Cash Flow Statement and the related
notes 1 to 23 including a summary of signi cant accounting
policies. The nancial reporting framework that has been applied in
their preparation is applicable law and United Kingdom Accounting
Standards including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United Kingdom
Generally Accepted Accounting Practice).
In our opinion, the nancial statements:
•
give a true and fair view of the Company’s a airs as at 31 March
2025 and of its pro t for the year then ended;
•
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
•
have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the nancial statements section of
our report. We believe that the audit evidence we have obtained is
su
cient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the nancial
statements in the UK, including the FRC’s Ethical Standard as
applied to public interest entities, and we have ful lled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent
of the Company in conducting the audit.
Conclusions relating to going concern
In auditing the nancial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the nancial statements is appropriate. Our
evaluation of the directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
•
Con rming our understanding of the Company’s going concern
assessment process and engaging with the Directors and the
Company Secretary to determine if all key factors that we have
become aware of during our audit were considered in their
assessment.
•
Inspecting the directors’ assessment of going concern,
including the revenue forecast, for the period to 31 July 2026
which is at least 12 months from the date the nancial
statements were authorised for issue.
•
Reviewing the factors and assumptions, including the impact of
the current economic environment, the circular, and other
signi cant events that could give risk to market volatility, as
applied to the revenue forecast and the liquidity assessment of
the investments. We considered the appropriateness of the
methods used to calculate the revenue forecast and the
liquidity assessment and determined, through testing of the
methodology and calculations, that the methods, inputs and
assumptions utilised were appropriate to be able to make an
assessment for the Company.
•
Considering the mitigating factors included in the revenue
forecasts that are within the control of the Company. We
reviewed the Company’s assessment of the liquidity of
investments held and evaluated the Company’s ability to sell
those investments in order to cover working capital
requirements as a result of the Company operating at
a revenue loss.
•
Considering the commitments that have been made with
respect to the purchase of unquoted investments to ensure
that these have been appropriately taken account of when
preparing the forecast.
•
Reviewing the Company’s going concern disclosures included in
the annual report in order to assess that the disclosures were
appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identi ed any
material uncertainties relating to events or conditions that,
individually or collectively, may cast signi cant doubt on the
company’s ability to continue as a going concern for a period
31 July 2026, which is at least 12 months from when the nancial
statements are authorised for issue.
In relation to the Company’s ’s reporting on how they have
applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’
statement in the nancial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report. However, because not all future events or conditions
can be predicted, this statement is not a guarantee as to the
company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters
•
Risk of incorrect valuation or ownership
of the investment portfolio.
Materiality
•
Overall materiality of £0.82 million
(2024: £0.81 million) which represents
1% (2024:1%) of shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the
nancial statements. We take into account size, risk pro le, the
organisation of the Company and e ectiveness of controls, the
potential impact of climate change and changes in the business
environment when assessing the level of work to be performed.
Climate change
There has been increasing interest from stakeholders as to how
climate change will impact companies. The Company has
determined that the impact from climate change could a ect the
Company’s investment valuation and overall investment process.
This is explained in the principal risks and uncertainties section on
pages 31 to 33 which forms part of the “Other information,”
rather than the audited nancial statements. Our procedures on
these unaudited disclosures therefore consisted solely of
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
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Section 3: Independent Auditor’s Report and Financial Statements
Independent Auditor’s Report
to the Members of Schroder British Opportunities Trust plc
considering whether they are materially inconsistent with the nancial statements or our knowledge obtained in the course of the audit
or otherwise appear to be materially misstated.
Our audit e ort in considering climate change was focused on the adequacy of the Company’s disclosures in the nancial statements
as set out in note 1 and conclusion that there was no further impact of climate change to be taken into account. The quoted
investments are valued based on market pricing as required by FRS 102 and the unquoted investments are valued using a variety of
techniques consistent with the recommendations set out in the International Private Equity and Venture Capital (IPEV) guidelines which
also re ect each investment’s exposure to climate change risk. We also challenged the directors’ considerations of climate change in
their assessment of viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most signi cance in our audit of the nancial
statements of the current period and include the most signi cant assessed risks of material misstatement (whether or not due to
fraud) that we identi ed. These matters included those which had the greatest e ect on: the overall audit strategy, the allocation of
resources in the audit; and directing the e orts of the engagement team. These matters were addressed in the context of our audit of
the nancial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Key observations communicated
Risk
Our response to the risk
to the Audit Committee
The results of our procedures identi ed
no material misstatements in relation to
the risk of incorrect valuation or
ownership of the investment portfolio.
We have performed the following
procedures:
We obtained an understanding of the
Portfolio Manager’s and the
Administrator’s processes and controls
surrounding legal title and valuation of
quoted and unquoted investments by
performing walkthrough procedures.
For all quoted investments in the
portfolio, we veri ed the market prices
and exchange rates applied to an
independent pricing vendor and
recalculated the investment valuations as
at the year end.
We con rmed with the Administrator that
there were no investments with stale
prices for the quoted investments as at
the year end and therefore no stale
pricing report produced. We obtained the
market prices, from an independent
pricing vendor, for 5 business days pre
and post the year end date and calculated
the day-on-day movement and con rmed
there are no stale prices.
We compared the Company’s quoted and
unquoted investment holdings at
31 March 2025 to independent
con rmations received directly from the
company’s Custodian and Depositary.
We obtained con rmations directly from
independent third parties with respect to
the unquoted investments held by the
company.
We engaged our team of valuation
specialists to review the valuations of all
unquoted investments which included
completing the following procedures:
•
Reviewing the valuation papers for the
year ended 31 March 2025 to gain an
understanding of, and comment on,
the valuation methodologies and
assumptions used;
•
Assessing whether the valuations have
been performed in line with general
valuation approaches as set out in UK
GAAP and the International Private
Equity and Venture capital (‘IPEV’)
guidelines;
Incorrect valuation or ownership of
the investment portfolio(as described
on page 44 in the Audit and Risk
Committee Report and as per the
accounting policy set out on page 67).
The value of the investment portfolio at
31 March 2025 was £82.23 million (2024:
£83.09 million) consisting of quoted
investments with an aggregate value of
£23.62 million (2024: £30.23 million) and
unquoted investments with an aggregate
value of £58.61 million (2024:
£52.86 million).
The valuation of the assets held in the
investment portfolio is the key driver of
the Company’s net asset value and total
return. Incorrect investment pricing, or
a failure to maintain proper legal title to
the investments held by the Company
could have a signi cant impact on the
portfolio valuation and the return
generated for shareholders.
The fair value of quoted investments is
determined by reference to bid prices
which are at close of business on the
reporting date.
Unquoted investments are valued at fair
value by the Directors following a detailed
review and appropriate challenge of the
valuations proposed by Schroder Capital
(the “Portfolio Manager”). The unquoted
investment policy applies methodologies
consistent with the International Private
Equity and Venture Capital Valuation
guidelines (‘IPEV’).
The valuation of the unquoted
investments, and the resultant impact on
the unrealised gains/(losses), is the area
requiring the most signi cant judgement
and estimation in the preparation of the
nancial statements and has been
classi ed as an area of fraud risk as
highlighted below on page 62.
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Section 3: Independent Auditor’s Report and Financial Statements
Key observations communicated
Risk
Our response to the risk
to the Audit and Risk Committee
There have been no changes to the areas of audit focus raised in the above risk table from the prior year.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the e ect of identi ed misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to in uence the
economic decisions of the users of the nancial statements. Materiality provides a basis for determining the nature and extent of our audit
procedures.
We determined materiality for the company to be £0.82 million (2024: £0.81 million), which is 1% (2024: 1%) of shareholders’ fund. We
believe that shareholders’ funds provides us with materiality aligned to key measure of the company’s performance.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the company’s overall control environment, our judgement was
that performance materiality was 75% (2024: 75%) of our planning materiality, namely £0.61 million (2024: £0.61 million).
•
Assessing the appropriateness of data
inputs and challenging the
assumptions used to support the
valuations;
•
Assessing other facts and
circumstances, such as market
movements and comparative company
information, that have an impact on the
fair market value of the investments;
and
•
Performing comparative calculations to
assess whether the valuation
conclusions are reasonable and within
an independently calculated acceptable
valuation range.
We recalculated the unrealised
gains/losses on unquoted investments as
at the year-end using the book-cost
reconciliation and reviewed the fair value
hierarchy disclosure for consistency with
our understanding of the investments
held.
For purchases of unquoted investments
made during the period, we obtained
supporting documents from the Portfolio
Manager and agreed these to the
purchase cost per the accounting records
and to bank statements.
We corroborated all of inputs used in the
valuation to underlying supporting
information.
Where relevant, we obtained the most
recent reporting produced by the general
partners and compared these to the
company’s valuations as at 31 March 2025
to ensure consistencies in the
assumptions or data inputs used.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
60
Section 3: Independent Auditor’s Report and Financial Statements
Reporting threshold
An amount below which identi ed misstatements are considered as
being clearly trivial.
We agreed with the Audit and Risk Committee that we would
report to them all uncorrected audit di erences in excess of
£0.04 million (2024: £0.04 million), which is set at 5% of planning
materiality, as well as di erences below that threshold that, in our
view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our
opinion.
Other information
The other information comprises the information included in the
annual report other than the nancial statements and our
auditor’s report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the nancial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the nancial statements or our knowledge
obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in
the nancial statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of the other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
•
the information given in the strategic report and the directors’
report for the nancial year for which the nancial statements
are prepared is consistent with the nancial statements; and
•
the strategic report and directors’ reports have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identi ed material misstatements in the strategic report or
directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
•
adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
•
the nancial 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 speci ed by law
are not made; or
•
we have not received all the information and explanations we
require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the company’s compliance with
the provisions of the UK Corporate Governance Code speci ed for
our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the nancial
statements or our knowledge obtained during the audit:
•
Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identi ed set out on page 34.
•
Directors’ explanation as to its assessment of the company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 34.
•
Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in operation
and meets its liabilities set out on page 34.
•
Directors’ statement on fair, balanced and understandable is set
out on page 54.
•
Board’s con rmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 30.
•
The section of the annual report that describes the review of
e ectiveness of risk management and internal control systems
set out on page 45 and;
•
The section describing the work of the Audit Committee set out
on page 44.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement
set out on page 54, the directors are responsible for the
preparation of the nancial statements and for being satis ed
that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of
nancial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the nancial statements, the directors are
responsible for assessing the company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
nancial statements
Our objectives are to obtain reasonable assurance about whether
the nancial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to in uence
the economic decisions of users taken on the basis of these
nancial statements.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
61
Section 3: Independent Auditor’s Report and Financial Statements
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with governance
of the company and management.
•
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the company and
determined that the most signi cant are United Kingdom
Generally Accepted Accounting Practice, the Companies Act
2006, the UK Listing Rules, the UK Corporate Governance Code,
the Association of Investment Companies’ (the ‘AIC’) Code of
Corporate Governance, the AIC’s Statement of Recommended
Practice, Section 1158 of the Corporation Tax Act 2010 and The
Companies (Miscellaneous Reporting) Regulations 2018.
•
We understood how the company is complying with those
frameworks through discussions with the Audit and Risk
Committee and company Secretary and review of Board and
Committee minutes and review of papers provided to the Audit
and Risk Committee.
•
We assessed the susceptibility of the company’s nancial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the nancial
statements. We identi ed fraud risks with respect to the
incorrect valuation of the unquoted investments and the
resulting impact on unrealised gains/(losses). Further
discussion of our approach is set out in the section on key audit
matters above.
•
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved review of the reporting to
the directors with respect to the application of the documented
policies and procedures and review of the nancial statements
to ensure compliance with reporting requirements of the
company.
A further description of our responsibilities for the audit of the
nancial statements is located on the Financial Reporting
Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters we are required to address
•
Following the recommendation from the Audit and Risk
Committee, we were appointed by the company on 19 May
2021 to audit the nancial statements for the year ending
30 June 2021 and subsequent nancial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is ve years, covering
the periods ending 30 June 2021 and 31 March 2022, to the
year ending 31 March 2025.
•
The audit opinion is consistent with the additional report to the
Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Caroline Mercer
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor Edinburgh
28 July 2025
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
62
Section 3: Independent Auditor’s Report and Financial Statements
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
63
Section 3: Independent Auditor’s Report and Financial Statements
Statement of Comprehensive Income
for the year ended 31 March 2025
2025
2025
2025
2024
2024
2024
Revenue
Capital
Total
Revenue
Capital
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
Gains on investments held at fair value through pro t or loss
2
–
934
934
–
2,738
2,738
Gains on foreign exchange
–
3
3
–
–
–
Revenue from investments
3
386
232
618
267
–
267
Other interest receivable and similar income
3
24
–
24
98
–
98
Gross return
410
1,169
1,579
365
2,738
3,103
Portfolio management fee
4
(448)
–
(448)
(432)
–
(432)
Performance fee
4
–
–
–
–
–
–
Administrative expenses
5
(770)
–
(770)
(655)
–
(655)
Net return/(loss)
before nance costs and taxation
(808)
1,169
361
(722)
2,738
2,016
Finance costs
–
–
–
–
–
–
Net return/(loss)
before taxation
(808)
1,169
361
(722)
2,738
2,016
Taxation
6
–
–
–
–
–
–
Net return/(loss)
after taxation
(808)
1,169
361
(722)
2,738
2,016
Return/(loss)
per share
(pence)
8
(1.09)
1.58
0.49
(0.98)
3.71
2.73
The “Total” column of this statement is the pro t and loss account of the Company. The “Revenue” and “Capital” columns represent
supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other
items of other comprehensive income, and therefore the net return after taxation is also the total comprehensive income for the year.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
in the period.
The notes on pages 67 to 79 form an integral part of these accounts.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
64
Section 3: Independent Auditor’s Report and Financial Statements
Called-up
share
Special
Capital
Revenue
capital
reserve
reserves
reserve
Total
£’000
£’000
£’000
£’000
£’000
At 31 March 2023
750
71,957
8,253
(1,649)
79,311
Net return/(loss) after taxation
–
–
2,738
(722)
2,016
At 31 March 2024
750
71,957
10,991
(2,371)
81,327
Net return/(loss) after taxation
–
–
1,169
(808)
361
At 31 March 2025
750
71,957
12,160
(3,179)
81,688
The notes on pages 67 to 79 form an integral part of these accounts.
Statement of Changes in Equity
for the year ended 31 March 2025
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
65
Section 3: Independent Auditor’s Report and Financial Statements
2025
2024
Note
£’000
£’000
Fixed assets
Investments held at fair value through pro t or loss
9
82,231
83,092
Current assets
Debtors
10
852
15
Cash at bank and in hand
10
799
790
1,651
805
Current liabilities
Creditors: amounts falling due within one year
11
(1,078)
(900)
Net current assets/(liabilities)
573
(95)
Total assets less current liabilities
82,804
82,997
Creditors: amounts falling due after more than one year
Performance fee
(1,116)
(1,670)
Net assets
81,688
81,327
Capital and reserves
Called-up share capital
12
750
750
Capital reserves
13
84,117
82,948
Revenue reserve
13
(3,179)
(2,371)
Total equity shareholders’ funds
81,688
81,327
Net asset value per share
(pence)
14
110.54
110.05
The accounts were approved and authorised for issue by the Board of Directors on 28 July 2025 and signed on its behalf by:
Justin Ward
Chair
The notes on pages 67 to 79 form an integral part of these accounts.
Registered in England and Wales as a public company limited by shares Company registration number: 12892325
Statement of Financial Position
at 31 March 2025
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
66
Section 3: Independent Auditor’s Report and Financial Statements
2025
2024
Note
£’000
£’000
Net cash out ow from operating activities
15
(1,021)
(743)
Investing activities
Purchases of investments
(19,837)
(14,658)
Sales of investments
20,864
8,432
Net cash in ow/(out ow)
from investing activities
1,027
(6,226)
Net cash in ow/(out ow)
in the year
6
(6,969)
Cash at bank and in hand at the beginning of the year
790
7,759
Net cash out ow in the year
6
(6,969)
Exchange movements
3
–
Cash at bank and in hand at the end of the year
799
790
Included under operating activities are dividends received during the period amounting to £552,000 (year ended 31 March 2024:
£376,000) and interest receipts amounting to £24,000 (year ended 31 March 2024 : £111,000).
The notes on pages 67 to 79 form an integral part of these accounts.
Cash Flow Statement
for the year ended 31 March 2025
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
67
Section 3: Independent Auditor’s Report and Financial Statements
1. Accounting policies
(a)
Basis of accounting
Schroder British Opportunities Trust plc (the “Company”) is registered in England and Wales as a public company limited by shares. The
Company’s registered o
ce is 1 London Wall Place, London EC2Y 5AU, United Kingdom.
The nancial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting
Practice (“UK GAAP”), in particular the Financial Reporting Standard (FRS) 102 “The Financial Reporting Standard applicable in the UK
and Republic of Ireland”, and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and
Venture Capital Trusts” (the “SORP”) issued by the Association of Investment Companies in July 2022, except for certain nancial
information required by paragraph 82(c) regarding unquoted holdings with a value greater than 5% of the portfolio or included in the
top 10, where information is not publicly available. All of the Company’s operations are of a continuing nature.
The nancial statements have been prepared on a going concern basis under the historical cost convention, with the exception of
investments and derivative nancial instruments measured at fair value through pro t or loss. The Directors believe that the Company
has adequate resources to continue operating for the period to 31 July 2026, which is at least 12 months from the date of approval of
these nancial statements. In forming this opinion, the Directors have taken into consideration: the controls and monitoring processes
in place; the Company’s creditors; the level of operating expenses, comprising largely variable costs which would reduce pro rata in the
event of a market downturn and the Company’s revenue forecasts. In forming this opinion, the Directors have also considered the
Company’s principal risks, including climate change. Further details of Directors’ considerations are given in the Going Concern
Statement, Viability Statement and under the Principal and Emerging Risks heading on page 44. The nancial statements have been
prepared on the assumption that approval as an investment trust will continue to be granted.
The nancial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these nancial statements are consistent with those applied in the nancial statements for the year
ended 31 March 2024.
(b)
Use of judgements,
estimates and assumptions
The preparation of the nancial statements requires management to make estimates and assumptions that a ect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may di er from these
estimates. The resulting accounting estimates and assumptions will, by de nition, seldom equal the related actual results.
Judgements, estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods a ected.
The key judgements, estimates and assumptions in the accounts are the determination of the fair values of the unquoted investments
by the Investment Manager for consideration by the Directors. These estimates are key, as they signi cantly impact the valuation of the
unquoted investments at the year end. The fair valuation process involves estimation using subjective inputs that are unobservable (for
which market data is unavailable). The key judgements, estimates and assumptions are described in note 19 on page 75.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates.
The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
(c)
Valuation of investments
The Company’s business is investing in nancial assets with a view to pro ting from their total return in the form of income and capital
growth. This portfolio of nancial assets is managed and its performance evaluated on a fair value basis, in accordance with
a documented investment objective and information is provided internally on that basis to the Company’s Board of Directors.
Accordingly, upon initial recognition the investments are recognised by the Company as “held at fair value through pro t or loss”.
Investments are included initially at transaction price, excluding expenses incidental to purchase which are written o
to capital at the
time of acquisition. Subsequently the investments are valued at fair value, using the methodology below. This valuation process is
consistent with International Private Equity and Venture Capital (“IPEV”) guidelines issued in December 2022, which are intended to set
out current best practice on the valuation of Private Equity investments.
(i)
Investments traded in active markets are valued using quoted bid prices.
(ii)
Investments which are not traded in an active market are valued using the price of a recent investment, where there is considered
to have been no material change in fair value.
(iii) Where (ii) is no longer considered appropriate, investments are valued at the price used in a material arm’s length transaction by an
independent third party, and where there is no impact on the rights of existing shareholders.
(iv) In the absence of (iii), one of the following methods may be used:
•
Revenue or EBITDA multiples, based on listed investments in the relevant sector but adjusted for lack of marketability.
•
Recent transaction prices adjusted for the company’s performance against key milestones.
•
Option price modelling.
Notes to the Financial Statements
for the year ended 31 March 2025
(v)
Investments in funds are valued using the NAV per unit with an appropriate discount or premium applied to arrive at a unit price.
Purchases and sales of quoted investments are accounted for on a trade date basis. Purchases and sales of unquoted investments are
recognised when the related contract becomes unconditional.
In line with FRS102 the Company’s listed investments are valued at fair value, which are quoted bid prices for investments in active
markets at the accounting date and therefore re ect market participants view of climate change risk on the investments held. The
Company’s unquoted investments at 31 March 2025 were valued using a variety of techniques consistent with the recommendations
set out in IPEV guidelines. Valuations of all unquoted investments are cross-checked for reasonableness using alternative methods
such as: prices of recent transactions, earnings multiples, probability weighted expected returns or option pricing models as
appropriate, and are therefore deemed to re ect market participants view of climate change risk on the investments held.
(d)
Accounting for reserves
Gains and losses on sales of investments are included in the Statement of Comprehensive Income and in capital reserves within “Gains
and losses on sales of investments”. Increases and decreases in the valuation of investments held at the year end are included in the
Statement of Comprehensive Income and in capital reserves within “Holding gains and losses on investments”.
Foreign exchange gains and losses on cash and deposit balances are included in the Statement of Comprehensive Income and in
capital reserves.
(e)
Income
Dividends receivable are included in revenue on an ex-dividend basis except where, in the opinion of the Board, the dividend is capital
in nature, in which case it is included in capital.
Overseas dividends are included gross of any withholding tax.
Deposit interest outstanding at the period end is calculated and accrued on a time apportionment basis using market rates of interest.
(f)
Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue column of the Statement of
Comprehensive Income with the following exceptions:
•
Any performance fee is allocated 100% to capital.
•
Expenses incidental to the purchase or sale of an investment are charged to capital. These expenses are commonly referred to as
transaction costs and mainly comprise brokerage commission. Details of transaction costs are given in note 9 on page 72.
(g)
Cash at bank and in hand
Cash at bank and in hand may comprise cash and demand deposits which are readily convertible to a known amount of cash and are
subject to insigni cant risk of changes in value.
(h)
Financial instruments
Other debtors and creditors do not carry any interest, are short-term in nature and are accordingly stated at nominal value, with
debtors reduced by appropriate allowances for estimated irrecoverable amounts.
Bank loans are measured at transaction price, which is the proceeds received net of direct issue costs. After initial recognition,
subsequent measurement is based on amortised cost.
(i)
Taxation
The tax charge for the period includes a provision for all amounts expected to be received or paid.
Deferred tax is provided on all timing di erences that have originated but not reversed by the accounting date.
Deferred tax liabilities are recognised for all taxable timing di erences but deferred tax assets are only recognised to the extent that it
is probable that taxable pro ts will be available against which those timing di erences can be utilised.
Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing di erences are expected to
reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an
undiscounted basis.
(j)
Value added tax
(VAT)
Expenses are disclosed inclusive of the related irrecoverable VAT.
(k)
Foreign currency
In accordance with FRS 102, the Company is required to determine a functional currency, being the currency in which the Company
predominantly operates. The Board, having regard to the currency of the Company’s share capital and the predominant currency in
which its shareholders operate, has determined that sterling is the functional currency and the currency in which the nancial
statements are presented.
Transactions denominated in foreign currencies are converted at actual exchange rates as at the date of the transaction. Monetary
assets, liabilities and equity investments, denominated in foreign currencies at the year end are translated at the rates of exchange
prevailing at 4.00 p.m. on the accounting date.
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Section 3: Independent Auditor’s Report and Financial Statements
(l)
Repurchases of shares into treasury and subsequent reissues
The cost of repurchasing the Company’s own shares into treasury, including the related stamp duty and transaction cost is dealt with in
the Statement of Changes in Equity. Share repurchase transactions are accounted for on a trade date basis.
The sales proceeds of treasury shares reissued are treated as a realised pro t up to the amount of the weighted average price of those
shares and is transfered to capital reserves. Any excess of sales proceeds over the purchase price transferred to “share premium”.
2. Gains on investments held at fair value through profit or loss
2025
2024
£’000
£’000
Losses on sales of investments based on historic cost
(979)
(1,282)
Amounts recognised in investment holding gains and losses in the previous year in respect of investments
sold in the year
2,658
1,641
Gains on sales of investments based on the carrying value at the previous balance sheet date
1,679
359
Unrealised (losses)/gain recognised in respect of investments continuing to be held
(745)
2,379
Gains on investments held at fair value through pro t and loss
934
2,738
3. Revenue from investments
2025
2024
£’000
£’000
Revenue from investments:
UK dividends
344
252
Overseas dividends
42
15
386
267
Other interest receivable and similar revenue:
Deposit interest
24
98
Total revenue
410
365
Capital:
Special dividend allocated to capital
232
–
Total Income
642
365
4. Investment management fee and performance fee
2025
2024
£’000
£’000
Revenue:
Investment management fee
448
432
Capital:
Performance fee
–
–
The bases for calculating the investment management and performance fees are set out in the Director’s Report on page 41 and
details of all amounts payable to the Investment Manager are given in note 17 on page 74.
5. Administrative expenses
2025
2024
£’000
£’000
Other administrative expenses
273
233
Company secretarial and administrative fee payable to Schroders
190
158
Directors’ fees
1
155
116
Auditor’s remuneration for the audit of the Company’s annual accounts
2
152
148
770
655
1
Full details are given in the remuneration report on pages 51 to 53.
2
Includes VAT amounting to £25,000 (2024: £24,000).
6. Taxation
(a)
Analysis of tax charge for the period
2025
2025
2025
2024
2024
2024
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Taxation
–
–
–
–
–
–
The Company has no corporation tax liability for the year ended 31 March 2025 (year ended 31 March 2024: nil).
(b)
Factors affecting tax charge for the period
2025
2025
2025
2024
2024
2024
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Net return/(loss) before taxation
(808)
1,169
361
(722)
2,738
2,016
Net return/(loss) before taxation multiplied by the Company’s applicable
rate of corporation tax for the year of 25.0% (year ended
31 March 2024: 25.0%)
(202)
292
90
(181)
685
504
E ects of:
Capital (loss) on investments
–
(234)
(234)
–
(685)
(685)
Income not chargeable to corporation tax
(96)
(58)
(154)
(67)
–
(67)
Unrelieved management expenses
298
–
298
248
–
248
Taxation for the year
–
–
–
–
–
–
(c)
Deferred taxation
The Company has an unrecognised deferred tax asset of £1,583,000 (2024: £1,285,000) based on a prospective corporation tax rate of
25% (year ended 31 March 2024: 25%). This deferred tax asset has arisen due to the cumulative excess of deductible expenses over
taxable income. Given the composition of the Company’s portfolio, it is not likely that this asset will be utilised in the foreseeable future
and therefore no asset has been recognised in the nancial statements.
Given the Company’s intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has
been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
7. Dividends
The Company has reported a revenue loss after taxation of £808,000 (year ended 31 March 2024: £722,000) for the year and
accordingly there is no requirement to pay a dividend under Section 1158 of the Corporation Tax Act 2010.
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Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
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Section 3: Independent Auditor’s Report and Financial Statements
8. Return/(loss) per share
2025
2024
Revenue loss (£’000)
(808)
(722)
Capital gain (£’000)
1,169
2,738
Total return
(£’000)
361
2,016
Weighted average number of shares in issue during the year
73,900,000
73,900,000
Revenue loss per share (pence)
(1.09)
(0.98)
Capital return per share (pence)
1.58
3.71
Total return per share
(pence)
0.49
2.73
9. Investments held at fair value through profit or loss
(a)
Movement in investments
2025
2024
£’000
£’000
Opening book cost
71,272
66,328
Opening investment holding gains
11,820
7,800
Opening fair value
83,092
74,128
Purchases at cost
19,837
14,658
Sales proceeds
(21,632)
(8,432)
Gains on investments held at fair value through pro t or loss
934
2,738
Closing fair value
82,231
83,092
Closing book cost
68,498
71,272
Closing investment holding gains
13,733
11,820
Closing fair value
82,231
83,092
(b)
Material revaluations of unquoted investments
Year ended 31 March 2025
Opening
Closing
valuation
valuation
2024
Purchases
Sales
Revaluation
2025
£’000
£’000
£’000
£’000
£’000
Investment
Rapyd Financial Network
6,837
–
–
(2,498)
4,339
Cera EHP S.à r.l.
8,046
20
–
(832)
7,234
Expana (formerly Mintec)
9,591
–
–
545
10,136
Pirum Systems
6,884
–
–
582
7,466
Culligan (formerly Waterlogic)
5,585
25
–
(220)
5,390
EasyPark
6,171
30
–
305
6,506
CFC Underwriting
5,661
125
–
459
6,245
Learning Curve
1,556
152
–
142
1,850
Graphcore
2,533
–
(3,042)
509
–
Acturis
–
4,415
–
(64)
4,351
Head rst
–
3,448
–
1,646
5,094
52,864
8,215
(3,042)
574
58,611
Year ended 31 March 2024
Opening
Closing
valuation
valuation
2023
Purchases
Sales
Revaluation
2024
£’000
£’000
£’000
£’000
£’000
Investment
Rapyd Financial Network
8,399
–
–
(1,562)
6,837
Cera EHP S.à r.l.
6,986
51
–
1,009
8,046
Mintec
8,614
–
–
977
9,591
Pirum Systems
6,087
–
–
797
6,884
Culligan (formerly Waterlogic)
5,053
26
–
506
5,585
EasyPark
4,492
50
–
1,629
6,171
CFC Underwriting
4,098
1,170
–
393
5,661
Learning Curve
2,455
675
–
(1,574)
1,556
Graphcore
1,778
–
–
755
2,533
47,962
1,972
–
2,930
52,864
(c)
Material disposals of unquoted investments
Graphcore was sold for £3,042,000 in the year ended 31 March 2025 (31 March 2024 : none).
(d)
Transaction costs
The following transaction costs, comprising stamp duty and brokerage commission and legal fees, were incurred in the year:
2025
2024
£’000
£’000
On acquisitions
Stamp duty and brokerage commission
14
5
On disposals
Brokerage commission
2
4
16
9
10. Current assets
Debtors
2025
2024
£’000
£’000
Securities sold awaiting settlement
768
–
Dividends and interest receivable
76
11
Other debtors
8
4
852
15
The Directors consider that the carrying amount of debtors approximates to their fair value.
Cash at bank and in hand
The carrying amount of cash, amounting to £799,000 (2024: £790,000), represents its fair value.
11. Current liabilities
2025
2024
Creditors: amounts falling due within one year
£’000
£’000
Other creditors and accruals
524
900
Performance fee
554
–
1,078
900
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
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Section 3: Independent Auditor’s Report and Financial Statements
12. Called-up share capital
The issued share capital at the accounting date was as follows:
2025
2024
£’000
£’000
Ordinary Shares allotted, called up and fully paid:
73,900,000 (2024: 73,900,000) shares of 1p each:
739
739
Subtotal of 73,900,000
(2024: 73,900,000)
shares
739
739
1,100,000 (2024: 1,100,000) shares held in treasury
11
11
Closing balance
1
750
750
1
Represents 75,000,000 (2024: 75,000,000) shares of 1p each, including 1,100,000 (2024: 1,100,000) held in treasury.
13. Capital and Reserves
Year ended 31 March 2025
\
Capital
&
Reserves
Special
Gains and
Investment
distributable
losses
holding
capital
on sales of
gains and
Revenue
reserve
1
investments
2
losses
3
reserve
4
£'000
£'000
£'000
£'000
At 31 March 2024
71,957
(829)
11,820
(2,371)
Gains on sales of investments based on the carrying value at the previous
balance sheet date
–
1,679
–
–
Unrealised loss recognised in respect of investments continuing to be held
–
–
(745)
–
Transfer on disposal of investments
–
(2,658)
2,658
–
Realised gains on foreign exchange balances
–
3
–
–
Special dividends allocated to capital
–
232
–
–
Retained revenue for the year
–
–
–
(808)
At 31 March 2025
71,957
(1,573)
13,733
(3,179)
Year ended 31 March 2024
Capital
&
Reserves
Special
Gains and
Investment
distributable
losses
holding
capital
on sales of
gains and
Revenue
reserve
1
investments
2
losses
3
reserve
4
£'000
£'000
£'000
£'000
At 31 March 2023
71,957
453
7,800
(1,649)
Gains on sales of investments based on the carrying value at the previous
balance sheet date
–
359
–
–
Unrealised gain recognised in respect of investments continuing to be held
–
–
2,379
–
Transfer on disposal of investments
–
(1,641)
1,641
–
Performance fee allocated to capital
–
–
–
–
Retained revenue for the year
–
–
–
(722)
At 31 March 2024
71,957
(829)
11,820
(2,371)
The Company’s Articles of Association permit dividend distributions out of realised capital pro ts.
1
This is a distributable capital reserve arising from the cancellation of the share premium, and may be distributed as dividends or used to repurchase the Company’s own
shares.
2
This is a realised (distributable) capital reserve and may be distributed as dividends or used to repurchase the Company’s own shares.
3
This reserve may include some holding gains/(losses) on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis
has not been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Company’s own shares) and those that are
unrealised.
4
A credit balance on the revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares.
14. Net asset value per share
2025
2024
Net assets attributable to shareholders (£’000)
81,688
81,327
Shares in issue at the year end
73,900,000
73,900,000
Net asset value per share
(pence)
110.54
110.05
15. Reconciliation of total return on ordinary activities before finance costs and taxation to net
cash outflow from operating activities
2025
2024
£’000
£’000
Net return before taxation
361
2,016
Less capital return before taxation
(1,169)
(2,738)
(Increase)/decrease in prepayments and accrued income
(65)
122
(Increase)/decrease in other debtors
(4)
14
Decrease in creditors and performance fee payable
(376)
(157)
Special dividends allocated to capital
232
–
Net cash out ow from operating activities
(1,021)
(743)
16. Uncalled capital commitments
At 31 March 2025, the Company had uncalled capital commitments amounting to £3,323,000 (31 March 2024: £3,726,000) in respect of
follow-on investments, which may be called by investee companies, subject to their achievement of certain milestones and objectives.
Uncalled capital commitments are expected to be paid within two years of 31 March 2025.
17. Transactions with the Investment Manager
Under the terms of the Alternative Investment Fund Manager Agreement, the Investment Manager is entitled to receive a
management fee, a company secretarial and administrative fee, and a performance fee. Details of the bases of these calculations are
given in the Directors’ Report on page 41.
The management fee payable in respect of the year ended 31 March 2025 amounted to £448,000 (31 March 2024: £432,000), and
£227,000 was outstanding at the year end (31 March 2024: £432,000). Any investments in funds managed or advised by the Investment
Manager or any of its associated companies, are excluded from the assets used for the purpose of the calculation and therefore incur
no fee. There were £8,193,000 held in such investments at the year end (year ended 31 March 2024: £10,795,000).
No performance fee was earned for the current year (31 March 2024: £nil), and no performance fee has been paid to date.
As at 31 March 2025, a performance fee of £1,670,000 remains accrued and unpaid (31 March 2024: £1,670,000). Of this amount,
£554,000 is payable within the next nancial year, while the remaining £1,116,000 will continue to be deferred in accordance with the
terms of the AIFM Agreement, and will be payable in future periods subject to performance conditions being met.
The company secretarial and administrative fee payable for the year amounted to £190,000 (year ended 31 March 2024: £158,000).
Company secretarial and administration fees amounting to £81,000 (31 March 2024: £181,000) were outstanding at the year end.
No Director of the Company served as a Director of any company within the Schroders Group at any time during the year.
18. Related party transactions
Details of the remuneration payable to Directors are given in the Directors’ Remuneration Report on page 52 and details of Directors’
shareholdings are given in the Directors’ Remuneration Report on page 53. Details of transactions with the Investment Manager are
given in note 17 above. There have been no other transactions with related parties during the year (period ended 31 March 2024: nil).
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Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
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19. Disclosures regarding financial instruments measured at fair value
The Company’s nancial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio.
FRS 102 requires that nancial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair
value measurement is categorised in its entirety on the basis of the lowest level input that is signi cant to the fair value measurement.
Level 1 – valued using unadjusted quoted prices in active markets for identical assets.
Level 2 – valued using observable inputs other than quoted prices included within Level 1.
Level 3 – valued using inputs that are unobservable.
Details of the Company’s policy for valuing investments and derivative instruments are given in note 1(b) on page 67 and 1(c) on
pages 67 and 68. Level 3 investments have been valued in accordance with note 1(c) (i) – (v).
The Company’s unquoted investments at 31 March 2025 were valued using a variety of techniques consistent with the
recommendations set out in the International Private Equity and Venture Capital guidelines (IPEV). For investments held directly or via
an intermediary vehicle, the Company has established its own estimate utilising widely accepted valuation methods.
The determination of fair value by the Investment Manager involves key assumptions dependent upon the valuation technique used.
The Company uses the following techniques, which are all consistent with the IPEV Guidelines. The primary technique is the “Multiples”
approach. This involves subjective inputs and therefore presents a greater risk of over or under estimation, particularly in the absence
of a recent transaction. The key assumption in the Multiples approach is that the selection of comparable companies provides a
reasonable basis for identifying the relationship between enterprise value and revenue to apply in the determination of fair value.
Typically between 5 and 10 comparable companies will be selected for each investment depending on how many relevant comparable
companies are identi ed. The resultant earnings multiples derived will vary depending on how many relevant comparable companies
are identi ed and the industries they operate in and vary in the range of 10.4 times to 30.0 times (based on various enterprise
valuation metrics). The price of a recent investment may also be used as an appropriate calibration for estimating fair value. Other
judgements and assumptions may include: discounts applied due to reduced liquidity; probabilities assigned to potential exit via sale or
IPO; and judgements relating to the achievement of performance targets and milestones.
Valuation techniques include the following, along with the associated range of inputs where relevant, and the total amount valued
using each method.
2025
2025
2024
2024
Multiple
Value
Multiple
Value
range
£’000
range
£’000
Revenue multiple
n/a
–
2.5 to 10.8
21,054
EBITDA multiple
10.4 to 30.0
54,332
9.8 to 32.5
29,277
Adjusted Transaction price
n/a
4,279
n/a
–
Probability Weighted Expected Return Method (“PWERM”)
n/a
–
n/a
2,533
Total
58,611
52,864
Valuations are cross-checked for reasonableness to alternative multiples-based, income approaches, option pricing models or
benchmark index movements as appropriate.
All nancial assets and liabilities are either carried in the statement of nancial position at fair value, or at a reasonable approximation
of fair value.
At 31 March 2025, the Company’s investment portfolio and derivative nancial instruments were categorised as follows:
2025
2025
2025
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Investments in equities – quoted
15,427
8,193
–
23,620
– unquoted
–
–
58,611
58,611
Total
15,427
8,193
58,611
82,231
At 31 March 2024, the Company’s investment portfolio and derivative nancial instruments were categorised as follows:
2024
2024
2024
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Investments in equities – quoted
19,433
10,795
–
30,228
– unquoted
–
–
52,864
52,864
Total
19,433
10,795
52,864
83,092
The Level 2 asset relates to the holding in Schroders Special Situations – Sterling Liquidity Plus Fund.
There have been no transfers between Levels 1, 2 or 3 during the year (year ended 31 March 2024: nil).
Movements in fair value measurements included in Level 3 during the period are as follows:
2025
2024
£’000
£’000
Opening fair value of Level 3 Investments
52,864
47,962
Purchases at cost
8,215
1,972
Sales proceeds
(3,042)
–
Net gains on investments
574
2,930
Closing fair value of Level 3 investments
58,611
52,864
Closing book cost
37,528
32,288
Closing investment holding gains
21,083
20,576
Closing fair value of Level 3 investments
58,611
52,864
20. Financial instruments’ exposure to risk and risk management policies
The Company’s objectives are set out on the inside front cover of this report. In pursuing these objectives, the Company is exposed to
a variety of nancial risks that could result in a reduction in the Company’s net assets or a reduction in the pro ts available for
dividends.
These nancial risks include market risk (comprising interest rate risk and other price risk), liquidity risk and credit risk. The Directors’
policy for managing these risks is set out below. The Board has oversight of the Company’s risk management policy. The Company has
no signi cant exposure to foreign exchange risk on monetary items.
The Company’s classes of nancial instruments may comprise the following:
•
investments in shares of quoted and unquoted companies which are held in accordance with the Company’s investment objective;
•
short-term debtors, creditors and cash arising directly from its operations;
•
bank loans or overdrafts for investment purposes and for e
cient portfolio management; and
•
derivatives used for investment purposes, e
cient portfolio management or currency hedging.
(a)
Market risk
The fair value or future cash
ows of a nancial instrument held by the Company may
uctuate because of changes in market prices.
This market risk comprises two elements: interest rate risk and other price risk. Information to enable an evaluation of the nature and
extent of these two elements of market risk is given in parts (i) and (ii) of this note, together with sensitivity analyses where appropriate.
The Board reviews and agrees policies for managing these risks. The Investment Manager assesses the exposure to market risk when
making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing
basis.
(i)
Interest rate risk
Interest rate movements may a ect the level of income receivable on cash balances and the interest payable on any loans or overdrafts
when interest rates are re-set.
Management of interest rate risk
Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Company may borrow from time to time,
but gearing will not exceed 10% of net asset value at the time of drawing. Gearing is de ned as borrowings less cash, expressed as
a percentage of net assets. However, the Company has not used any loans or overdrafts during the year (2024: nil).
Interest rate exposure
The exposure of nancial assets and nancial liabilities to
oating interest rates, giving cash
ow interest rate risk when rates are re-set,
is shown below:
2025
2024
Exposure to oating interest rates:
£’000
£’000
Cash at bank and in hand
799
790
The
oating rate assets comprise cash deposits on call. Sterling cash deposits at call earn interest at
oating rates based on Sterling
Overnight Index Average rates (“SONIA”).
The above year end amount is broadly representative of the exposure to interest rates during the year.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
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Section 3: Independent Auditor’s Report and Financial Statements
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
77
Section 3: Independent Auditor’s Report and Financial Statements
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 0.25% increase or decrease in
interest rates in regards to the Company’s monetary nancial assets and nancial liabilities. This level of change is considered to be
a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s
monetary nancial instruments held at the accounting date with all other variables held constant.
2025
2025
2024
2024
0.25%
0.25%
0.25%
0.25%
increase
decrease
increase
decrease
in rate
in rate
in rate
in rate
Income statement – return after taxation
£’000
£’000
£’000
£’000
Revenue return
2
(2)
2
(2)
Capital return
–
–
–
–
Total return after taxation
2
(2)
2
(2)
Net assets
2
(2)
2
(2)
(ii)
Other price risk
Other price risk includes changes in market prices which may a ect the value of investments.
Management of other price risk
The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with
particular industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in
accordance with the Company’s investment objective and seeks to ensure that individual stocks meet an acceptable risk/reward pro le.
The Board may authorise the Investment Manager to enter derivative transactions for e
cient portfolio management.
Market price risk exposure
The Company’s total exposure to changes in market prices at the year end comprises the following:
2025
2024
£’000
£’000
Investments held at fair value through pro t or loss
82,231
83,092
The above data is broadly representative of the exposure to market price risk during the year.
Concentration of exposure to market price risk
A sector and geographical analysis of the Company’s investments is given on page 21. This shows a concentration of exposure to
economic conditions in the United Kingdom. In addition, the Company’s holds 10 (31 March 2024: 9) investments amounting to
approximately £58.6 million (31 March 2024: £52.9 million), or 71.7% (31 March 2024: 65.0%) of NAV.
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 20% in
the fair values of the Company’s investments. This level of change is considered to be a reasonable illustration based on observation of
current market conditions. The sensitivity analysis is based on the Company’s exposure through equity investments and includes the
impact on the management fee and performance fee, but assumes that all other variables are held constant.
2025
2025
2024
2024
20%
20%
20%
20%
increase in
decrease in
increase in
decrease in
fair value
fair value
fair value
fair value
Income statement – return after taxation
£’000
£’000
£’000
£’000
Revenue return
(99)
99
(100)
100
Capital return
16,446
(16,446)
16,698
(16,698)
Total return after taxation and net assets
16,347
(16,347)
16,598
(16,598)
Percentage change in net asset value
20.0%
(20.0%)
20.3%
(20.3%)
(b)
Liquidity risk
This is the risk that the Company will encounter di
culty in meeting its obligations associated with nancial liabilities that are settled by
delivering cash or another nancial asset.
Management of the risk
At the year end, the Company’s assets included quoted “public equity investments” amounting to £23,620,000 (31 March 2024:
£30,228,000), which can be sold to meet ongoing funding requirements. Additionally, the Company held “private equity investments”
amounting to £58,611,000 (31 March 2024: £52,864,000). and cash balances amounting to £799,000 (31 March 2024 : £790,000).
Liquidity risk exposure
Contractual maturities of nancial liabilities, based on the earliest date on which payment can be required are as follows:
2025
2025
2025
2024
2024
2024
Three
More
Three
More
months
than one
months
than one
or less
year
Total
or less
year
Total
Creditors
£’000
£’000
£’000
£’000
£’000
£’000
Other creditors and accruals
1,078
1,116
2,194
900
1,670
2,570
1,078
1,116
2,194
900
1,670
2,570
(c)
Credit risk
Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result
in loss to the Company.
Management of credit risk
This risk is not signi cant and is managed as follows:
Portfolio dealing
The credit ratings of broker counterparties is monitored by the AIFM and limits are set on exposure to any one broker.
Cash
Counterparties are subject to daily credit analysis by the Investment Manager. Cash balances will only be deposited with reputable
banks with high quality credit ratings.
Exposure to the custodian
The Custodian of the Company’s assets is HSBC Bank plc which has long-term Credit Ratings of AA– with Fitch and A1 with Moody’s. The
Company’s investments are held in accounts which are segregated from the Custodian’s own trading assets. If the Custodian were to
become insolvent, the Company’s right of ownership of its investments is clear and they are therefore protected. However the
Company’s cash balances are all deposited with the Custodian as banker and held on the Custodian’s balance sheet. Accordingly, in
accordance with usual banking practice, the Company will rank as a general creditor to the Custodian in respect of cash balances.
Credit risk exposure
The amounts shown in the statement of nancial position under debtors and cash at bank and in hand represent the maximum
exposure to credit risk at the year end. No debtors are past their due date and none have been provided for.
21. Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going concern, and to maximise the
income and capital return to its equity shareholders.
The Company’s capital structure comprises the following:
2025
2024
£’000
£’000
Equity
Called-up share capital
750
750
Reserves
80,938
80,577
Total equity
81,688
81,327
The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company’s capital on an
ongoing basis. This review will include:
•
the possible use of gearing, which will take into account the Investment Manager’s views on the market;
•
the potential bene t of repurchasing the Company’s own shares for cancellation or holding in treasury, which will take into account the
share price discount;
•
the opportunity for issue of new shares; and
•
the amount of dividend to be paid, in excess of that which is required to be distributed.
22. Post balance sheet events
Following the year end, the Board and the Investment Manager agreed to amend the performance fee arrangements to better align
with the Company’s strategic objectives. E ective from 1 April 2025, all administrative and operating costs of the Company, as well as
taxes payable in respect of the private equity portfolio, will be included in the performance fee calculation. In addition, cash, cash
equivalents and money market funds (excluding gains) will be incorporated within the private equity portfolio for the purposes of
calculating the performance fee. These changes do not a ect the nancial results for the year ended 31 March 2025.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
78
Section 3: Independent Auditor’s Report and Financial Statements
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
79
Section 3: Independent Auditor’s Report and Financial Statements
23. Disclosures regarding material unquoted holdings (comprising more than 5% of the
portfolio and/or included in the top ten holdings) – (unaudited)
Total income
Cost of the
Fair value
Fair value
received in
Description of
Class of
investment
2025
2024
the year
Holding
its business
shares held
£’000
£’000
£’000
£’000
Expana (formerly Mintec)
Provides market intelligence,
Ordinary
6,304
10,136
9,591
–
commodity prices and price forecasts
across the agri-food supply chain
Pirum Systems
Provides a secure processing
Ordinary
5,752
7,466
6,884
–
hub which seamlessly links market
participants together, allowing them
to electronically process and verify
key transaction details
Cera EHP S.à r.l.
Provides home care services for
Ordinary
3,470
7,234
8,046
–
elderly people
Easypark
Digital parking, electrical vehicle
Ordinary
2,077
6,506
6,171
–
charging and mobility services
CFC Underwriting
Specialist in Insurance for cyber
Ordinary
3,905
6,245
5,661
–
security and tech insurance for
IT consultants
Culligan (formerly
Global provider of puri ed drinking
Ordinary
1,845
5,390
5,585
–
Waterlogic)
water dispensers
Head rst
Leading international full-service HR
Ordinary
3,448
5,094
–
–
service provider and platform for
professionals.
Acturis
Software as a Service provider for the
Ordinary
4,415
4,351
–
–
insurance industry.
Rapyd Financial Network
Global Fintech Company
Ordinary
3,297
4,339
6,837
–
The Company has not included certain disclosures required by paragraph 82(c) of the SORP. In particular, turnover, pre-tax pro t and
attributable net assets, because it is not publicly available.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
80
Section 4: Other Information
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
81
Section 4: Other Information
Annual General Meeting – Recommendations
82
Notice of Annual General Meeting
83
Explanatory Notes to the Notice of Meeting
84
De nitions of Terms and Alternative Performance
Measures
86
Information about the Company
88
Section 4: Other Information
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
82
Section 4: Other Information
Annual General Meeting – Recommendations
The following information relates to the notice of Annual General
Meeting (“AGM”) of the Company which is convened for
9&September 2025 at 1 p.m. The formal Notice of Meeting is set
out on page 83.
The following information is important and requires your
immediate attention. If you are in any doubt about the action you
should take, you should consult an independent
nancial adviser,
authorised under the Financial Services and Markets Act&2000.
If&you have sold or transferred all of your ordinary shares in the
Company, please forward this document with its accompanying
proxy form at once to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or
transfer was e ected, for onward transmission to the purchaser
or transferee.
Ordinary business
Resolutions 1 to 10 are all ordinary resolutions. Resolution 1 is
a&required resolution. Resolution 2 concerns the Directors’ Report
on Remuneration, on pages 51 to 53. Resolution 3 concerns the
authorisation of the Directors to determine that no
nal dividend
for the year ended 31 March 2025 will be paid. Resolutions 4, 5, 6,
and 7 invite shareholders to re-elect Justin Ward, Diana Dyer
Bartlett, Jemma Bruton and Tim Jenkinson as Directors of the
Company until the next AGM, following the recommendations of
the Nomination Committee, set out on page&48 (their biographies
are set out on pages 38 and 39). Resolutions 8 and 9 concern the
re-appointment and remuneration of the Company’s auditor,
discussed in the Audit and Risk Committee report on pages 44
to&46.
Special business
Resolution 10: Directors’ authority to allot shares
(ordinary resolution)
and resolution 11: power to
disapply pre-emption rights
(special resolution)
The Directors are seeking authority to allot a limited number of
treasury shares and unissued ordinary shares for cash without
rst o ering them to existing shareholders in accordance with
statutory pre-emption procedures.
Appropriate resolutions will be proposed at the forthcoming AGM
and are set out in full in the Notice of AGM. An ordinary resolution
will be proposed to authorise the Directors to allot shares up to
a&maximum aggregate nominal amount of £73,900 (being 10% of
the issued share capital (excluding any shares held in treasury) as
at 28&July 2025).
A special resolution will be proposed to authorise the Directors to
allot shares up to a maximum aggregate nominal amount of
£73,900 (being 10% of the issued share capital as at 28 July 2025)
on a non pre-emptive basis. This authority includes shares that
the Company sells or transfers that have been held in treasury.
The Directors do not intend to allot ordinary shares or sell
treasury shares, on a non pre-emptive basis, pursuant to this
authority other than to take advantage of opportunities in the
market as they arise and only if they believe it to be advantageous
to the Company as a whole. Shares issued or treasury shares
reissued, under this authority, will be at a&price that is equal to or
greater than the Company’s NAV per share, plus any applicable
costs, as at the latest practicable date before the allotment of
such shares.
If approved, both of these authorities will expire at the conclusion
of the AGM in 2026 unless renewed, varied or revoked earlier.
Resolution 12: authority to make market purchases
of the Company’s own shares
(special resolution)
On 18 September 2024, a special resolution was passed to give
the Company authority to make market purchases of up to
14.99% of the ordinary shares. So far, no shares have been
bought back under this authority.
The Directors will continue to monitor the level of the discount
and consider the merits of further buy-backs, which should be
accretive in nature when discounts are wide.
However, any decision to buy back shares will be in uenced by
such factors as: market conditions; the small size of the Company;
the illiquid nature of the private equity holdings; the need to
retain cash for investment opportunities; and the level of the
Company’s borrowing, if any. A special resolution will be proposed
at the forthcoming AGM to give the Company authority to make
market purchases of up to 14.99% of the ordinary shares in issue
as at 28 July 2025 (excluding treasury shares). The Directors will
continue to monitor the level. The Directors consider that any
purchase would be for the bene t of the Company and its
shareholders. Any shares so purchased would be cancelled or
held in treasury for potential reissue.
If renewed, this authority will lapse at the conclusion of the AGM
in 2026 unless renewed, varied or revoked earlier.
Resolution 13: notice period for general meetings
(special resolution)
Resolution 13 set out in the Notice of AGM is a special resolution
and will, if passed, allow the Company to hold general meetings
(other than annual general meetings) on a minimum notice
period of 14&clear days, rather than 21 clear days as required by
the Companies Act 2006. The approval will be e ective until the
Company’s next AGM to be held in 2026. The Directors will only
call general meetings on 14&clear days’ notice when they consider
it to be in the best interests of the Company’s shareholders and
will only do so if the Company o ers facilities for all shareholders
to vote by electronic means and when the matter needs to be
dealt with expediently.
Recommendations
The Board considers that the resolutions relating to the above
items of business are in the best interests of shareholders as
a&whole. Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of the resolutions to be
proposed at the forthcoming AGM, as they intend to do in respect
of their own bene cial holdings.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
83
Section 4: Other Information
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Schroder British Opportunities Trust plc will be held on
9 September 2025 at 1 p.m.
at 1 London Wall Place,
London
EC2Y 5AU to consider the following resolutions,
of which
resolutions 1 to 10
will be proposed as ordinary resolutions,
and resolutions 11 to 13 will be proposed as special
resolutions:
Ordinary business
1.
To receive the Directors’ Report and the audited accounts for
the year ended 31 March 2025.
2.
To approve the Directors’ Report on Remuneration for the year
ended 31 March 2025.
3.
To authorise the Directors to determine that no
nal dividend
for the year ended 31 March 2025 will be paid.
4.
To approve the re-election of Justin Ward as a Director of the
Company.
5.
To approve the re-election of Diana Dyer Bartlett as a Director
of the Company.
6.
To approve the re-election of Jemma Bruton as a Director of the
Company.
7.
To approve the re-election of Tim Jenkinson as a Director of the
Company.
8.
To re-appoint Ernst & Young LLP as auditor to the Company.
9.
To authorise the Directors to determine the remuneration of
Ernst & Young LLP as auditor to the Company.
10. To consider, and if thought
t, pass the following resolution as
an ordinary resolution:
“THAT in addition to all existing authorities, the Directors be
generally and unconditionally authorised pursuant to section
551 of the Companies Act 2006 (the “Act”) to exercise all the
powers of the Company to allot relevant securities (within the
meaning of section 551 of the Act) up to an aggregate nominal
amount of £73,900 (being 10% of the issued ordinary share
capital, excluding treasury shares, at 28 July 2025) for a period
expiring (unless previously renewed, varied or revoked by the
Company in general meeting) at the conclusion of the Annual
General Meeting of the Company in 2026, but that the
Company may make an o er or agreement which would or
might require relevant securities to be allotted after expiry of
this authority and the Board may allot relevant securities in
pursuance of that o er or agreement.”
11. To consider and, if thought
t, to pass the following resolution
as a special resolution:
“That, subject to the passing of Resolution 10 set out above, the
Directors be and are hereby empowered, pursuant to
Section&571 of the Act, to allot equity securities (including any
shares held in treasury) (as de ned in section 560(1) of the Act)
pursuant to the authority given in accordance with section 551
of the Act by the said Resolution 10 and/or where such
allotment constitutes an allotment of equity securities by virtue
of section 560(2) of the Act as if Section 561(1) of the Act did not
apply to any such allotment, provided that this power shall be
limited to the allotment of equity securities up to an aggregate
nominal amount of £73,900, (representing 10% of the
aggregate nominal amount of the share capital in issue,
excluding treasury shares at 28 July 2025); and where equity
securities are issued pursuant to this power they will only be
issued at a price which is equal or greater than the Company’s
NAV per share as at the latest practicable date before the
allotment; and provided that this power shall expire at the
conclusion of the next Annual General Meeting of the Company
but so that this power shall enable the Company to make o ers
or agreements before such expiry which would or might
require equity securities to be allotted after such expiry.”
12. To consider and, if thought
t, to pass the following resolution
as a special resolution:
“THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 701 of
the Companies Act 2006 (the “Act”) to make market purchases
(within the meaning of Section 693 of the Act) of ordinary
shares of 1p each in the capital of the Company (“Share”) at
whatever discount the prevailing market price represents to the
prevailing net asset value per Share provided that:
(a) the maximum number of Shares which may be purchased is
11,077,610, representing 14.99% of the Company’s issued
ordinary share capital as at 28 July 2025 (excluding treasury
shares);
(b) the maximum price (exclusive of expenses) which may be
paid for a Share shall not exceed the higher of;
i)
105% of the average of the middle market quotations
for the Shares as taken from the London Stock
Exchange Daily O cial List for the
ve business days
preceding the date of purchase; and
ii)
the higher of the last independent bid and the highest
current independent bid on the London Stock Exchange;
(c) the minimum price (exclusive of expenses) which may be
paid for a Share shall be 1p, being the nominal value per
Share;
(d) this authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company in 2026 (unless previously renewed, varied or
revoked by the Company prior to such date);
(e) the Company may make a contract to purchase Shares
under the authority hereby conferred which will or may be
executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to
any such contract; and
(f)
any Shares so purchased will be cancelled or held in
treasury.”
13. To consider and, if thought
t, to pass the following resolution
as a special resolution:
“THAT a general meeting, other than an annual general
meeting, may be called on not less than 14 clear days’ notice.”
By order of the Board
For and on behalf of
Schroder Investment Management Limited
28 July 2025
Registered O ce:
1 London Wall Place,
London EC2Y 5AU
Registered Number: 12892325
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
84
Section 4: Other Information
Explanatory Notes to the Notice of Meeting
1.
Ordinary shareholders are entitled to attend, speak and vote at
the meeting and to appoint one or more proxies, who need not
be a shareholder, as their proxy to exercise all or any of their
rights to attend, speak and vote on their behalf at the meeting.
A proxy form is enclosed. Shareholders are encouraged to
appoint the Chair as proxy. If you wish to appoint a person
other than the Chair as your proxy, please insert the name of
your chosen proxy holder in the space provided at the top of
the form. If the proxy is being appointed in relation to less than
your full voting entitlement, please enter in the box next to the
proxy holder’s name the number of shares in relation to which
they are authorised to act as your proxy. If left blank your proxy
will be deemed to be authorised in respect of your full voting
entitlement (or if this proxy form has been issued in respect of
a&designated account for a shareholder, the full voting
entitlement for that designated account). Additional forms of
proxy can be obtained by contacting the Company’s Registrars,
Equiniti Limited, on +44 (0) 800 032 0641. (If calling from
outside of the UK, please ensure the country code is used), or
you may photocopy the attached proxy form. Please indicate in
the box next to the proxy holder’s name the number of shares
in relation to which they are authorised to act as your proxy.
Please also indicate by ticking the box provided if the proxy
instruction is one of multiple instructions being given.
Completion and return of a proxy form will not preclude
a&shareholder from attending the Annual General Meeting and
voting in person.
On a vote by show of hands, every ordinary shareholder who is
present in person has one vote and every duly appointed proxy
who is present has one vote. On a poll vote, every ordinary
shareholder who is present in person or by way of a proxy has
one vote for every share of which he/she is a holder. Voting will
be by poll.
The “Vote Withheld” option on the proxy form is provided to
enable you to abstain on any particular resolution. However it
should be noted that a “Vote Withheld” is not a vote in law and
will not be counted in the calculation of the proportion of the
votes ‘For’ and ‘Against’ a resolution. A proxy form must be
signed and dated by the shareholder or his or her attorney duly
authorised in writing. In the case of joint holdings, any one
holder may sign this form. The vote of the senior joint holder
who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holder
and for this purpose seniority will be determined by the order in
which the names appear on the Register of Members in respect
of the joint holding. To be valid, proxy form(s) must be
completed and returned to the Company’s Registrars, Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA, in the enclosed envelope together with any power of
attorney or other authority under which it is signed or a copy of
such authority certi ed notarially, to arrive no later than
48&hours before the time
xed for the meeting, or an adjourned
meeting. It is possible for you to submit your proxy votes online
by going to Equiniti’s Shareview website, www.shareview.co.uk,
and logging in to your Shareview Portfolio. Once you have
logged in, simply click ‘View’ on the ‘My Investments’ page and
then click on the link to vote and follow the on-screen
instructions. If you have not yet registered for a Shareview
Portfolio, go to www.shareview.co.uk and enter the requested
information. It is important that you register for a Shareview
Portfolio with enough time to complete the registration and
authentication processes. Please note that to be valid, your
proxy instructions must be received by Equiniti no later than
1&p.m. on 5&September 2025. If you have any di culties with
online voting, you should contact the shareholder helpline on
+44&(0)
&800&032&0641. If calling from outside of the UK, please
ensure the country code is used.
If an ordinary shareholder submits more than one valid proxy
appointment, the appointment received last before the latest
time for receipt of proxies will take precedence. Shareholders
may not use any electronic address provided either in this
Notice of Annual General Meeting or any related documents to
communicate with the Company for any purposes other than
expressly stated.
Representatives of shareholders that are corporations will have
to produce evidence of their proper appointment when
attending the Annual General Meeting.
2.
Any 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 or her and the shareholder by whom
he or she was nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he or she
may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting
rights.
The statement of the rights of ordinary shareholders in relation
to the appointment of proxies in note 1 above does not apply to
Nominated Persons. The rights described in that note can only
be exercised by ordinary shareholders of the Company.
3.
Pursuant to Regulation 41 of the Uncerti cated Securities
Regulations 2001, the Company has speci ed that only those
shareholders registered in the Register of members of the
Company at 6.30 p.m. on 5 September 2025, or 6:30 p.m.
two&days prior to the date of an adjourned meeting, shall be
entitled to attend and vote at the meeting in respect of the
number of shares registered in their name at that time.
Changes to the Register of Members after 6:30 p.m. on
5&September 2025 shall be disregarded in determining the
right of any person to attend and vote at the meeting.
4.
CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST manual. The
CREST manual can be viewed at www.euroclear.com. A
&CREST
message appointing a proxy (a “CREST proxy instruction”)
regardless of whether it constitutes the appointment of a proxy
or an amendment to the instruction previously given to a
previously appointed proxy must, in order to be valid, be
transmitted so as to be received by the issuer’s agent (ID RA19)
by the latest time for receipt of proxy appointments.
5.
If you are an institutional investor, you may be able to appoint
a&proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please
go to www.proxymity.io. Your proxy must be lodged by 1 p.m.
on 5&September 2025 in order to be considered valid. Before
you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is
important that you read these carefully as you will be bound
by&them, and they will govern the electronic appointment of
your proxy.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
85
Section 4: Other Information
6.
Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of their family interests in the shares of the Company, will
be available for inspection by any member of the Company at
the registered o ce of the Company during normal business
hours on any weekday (English public holidays excepted) and at
the Annual General Meeting by any attendee, for at least
15&minutes prior to, and during, the Annual General Meeting.
None of the Directors has a contract of service with the
Company.
7.
The biographies of the Directors o ering themselves for
election and re-election and are set out on pages 38 and 39 of
the Company’s report and
nancial statements for the year
ended 31&March 2025.
8.
As at 28 July 2025, 75,000,000 ordinary shares of 1 pence each
were in issue (1,100,000 were held in treasury). Therefore the
total number of voting rights of the Company as at 28 July 2025
was 73,900,000.
9.
A copy of this Notice of Meeting, which includes details of
shareholder voting rights, together with any other information
as required under Section 311A of the Companies Act 2006, is
available from the Company’s webpage,
https://www.schroders.com/sbot.
10. Pursuant to Section 319A of the Companies Act, the Company
must cause to be answered at the Annual General Meeting any
question relating to the business being dealt with at the AGM
which is put by a member attending the meeting, except in
certain circumstances, including if it is undesirable in the
interests of the Company or the good order of the meeting that
the question be answered or if to do so would involve the
disclosure of con dential information. Shareholders are asked
to send their questions by post or by email
(amcompanysecretary@schroders.com).
11. Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish
a&statement on its website setting out any matter relating to:
(a) the audit of the Company’s Accounts (including the auditors
report and the conduct of the audit) that are to be laid
before the Meeting; or
(b) any circumstance connected with an auditor of the
Company ceasing to hold o ce since the last AGM, that the
members propose to raise at the Meeting. The Company
cannot require the members requesting the publication to
pay its expenses. Any statement placed on the website must
also be sent to the Company’s auditors no later than the
time it makes its statement available on the website. The
business which may be dealt with at the meeting includes
any statement that the Company has been required to
publish on its website.
12. The Company’s privacy policy is available on its webpages.
https://www.schroders.com/sbot. Shareholders can contact
Equiniti for details of how Equiniti processes their personal
information as part of the AGM.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
86
Section 4: Other Information
Definitions of Terms and Alternative
Performance Measures
The terms and performance measures below are those commonly used by investment
companies to assess values, investment performance and operating costs. Numerical
calculations are given where relevant. Some of the financial measures below are classified
Alternative Performance Measures (“APMs”) as defined by the European Securities and
Markets Authority. Under this definition, APMs include a financial measure of historical financial
performance or financial position, other than a financial measure defined or specified in the
applicable financial reporting framework. APMs have been marked with an *.
Net asset value (NAV) per share
The NAV per share of 110.54p (31 March 2024: 110.05p)
represents the net assets attributable to equity shareholders of
£81,688,000 (31 March 2024: £81,327,000) divided by the
73,900,000 (31 March 2024: 73,900,000) shares in issue at the
year end.
Total return*
The combined e ect of any dividends paid, together with the rise
or fall in the share price or NAV per share. Total return statistics
enable the investor to make performance comparisons between
investment companies with di erent dividend policies. Any
dividends received by a shareholder are assumed to have been
reinvested in either the assets of the Company at its NAV per
share at the time the shares were quoted ex-dividend (to calculate
the NAV per share total return) or in additional shares of the
Company (to calculate the share price total return). The Company
has not declared a dividend in either 2024 or 2025.
The NAV total return for the year ended 31 March 2025 is
calculated as follows:
NAV at 31/03/24
110.05p
NAV at 31/03/25
110.54p
NAV total return, being the closing
NAV, expressed as a percentage
change in the opening NAV:
0.5%
The NAV total return for the year ended 31 March 2024 is
calculated as follows:
NAV at 31/03/23
107.32p
NAV at 31/03/24
110.05p
NAV total return, being the closing
NAV, expressed as a percentage
change in the opening NAV:
2.5%
The share price total return for the year ended 31 March 2025 is
calculated as follows:
Share price at 31/03/24
79.50p
Share price at 31/03/25
69.50p
Share price total return, being the
closing share price, expressed as
a percentage change in the
opening share price:
–12.6%
The share price total return for the year ended 31 March 2024 is
calculated as follows:
Share price at 31/03/23
68.50p
Share price at 31/03/24
79.50p
Share price total return, being the
closing share price, expressed as
a percentage change in the
opening share price:
16.1%
Discount/premium*
The amount by which the share price of an investment trust is
lower (discount) or higher (premium) than the NAV per share. If
shares are trading at a discount, investors would be paying less
than the value attributable to the shares by reference to the
underlying assets. A premium or discount is generally the
consequence of supply and demand for the shares on the stock
market. The discount or premium is expressed as a percentage of
the NAV per share. The discount at the year end amounted to
37.1% (31 March 2024: 27.8%), as the closing share price at
69.50p (31 March 2024:79.50p) was 37.1% (31 March 2024:
27.8%) lower than the closing NAV of 110.54p (31 March 2024:
110.05p).
Gearing/(net cash)*
The gearing percentage re ects the amount of borrowings (that
is, bank loans or overdrafts) that the Company has used to invest
in the market. This
gure is indicative of the extra amount by
which shareholders’ funds would move if the Company’s
investments were to rise or fall. Gearing is de ned as: borrowings
used for investment purposes, less cash and investment in
liquidity fund, expressed as a percentage of net assets. A negative
gure so calculated is termed a “net cash” position. At the year
end, the Company had no loans or overdrafts, and thus was in
a&net cash position, calculated as follows:
2025
2024
£’000
£’000
Borrowings used for investment
purposes, less cash
(8,992)
(11,585)
Net assets
81,688
81,327
Net cash
(11.0)%
(14.2)%
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
87
Section 4: Other Information
Ongoing charges*
The Ongoing Charges (“OGC”)
gure is a measure of the ongoing
operating cost of the Company. It is calculated in accordance with
the AIC’s recommended methodology, and represents total
annualised operating expenses payable including any
management fee, but excluding any
nance costs transaction
costs and performance fee provision, expressed as a percentage
of the average daily net asset values during the year. For the year
ended 31 March 2025, operating expenses amounted to
£1,218,000 (year ended 31 March 2024: £1,087,000). This
produces an OGC
gure of 1.50% (year ended 31 March 2024:
1.40%), when expressed as a percentage of the average daily net
asset values during the year of £80.9 million (year ended
31&March 2024: £77.5 million).
Leverage*
For the purpose of the UK Alternative Investment Fund Managers
AIFM) Directive, leverage is any method which increases the
Company’s exposure, including the borrowing of cash and the use
of derivatives. It is expressed as the ratio of the Company’s
exposure to its net asset value and is required to be calculated
both on a “Gross” and a “Commitment” method. Under the Gross
method, exposure represents the sum of the absolute values of
all positions, so as to give an indication of overall exposure. Under
the Commitment method, exposure is calculated in a similar way,
but after netting o
hedges which satisfy certain strict criteria.
The Company’s leverage ratio calculation and exposure limits as
required by the AIFMD are published on the Company’s
webpages.
The Company is also required to periodically publish its actual
leverage exposures. As at 31 March 2025 these were:
Maximum
Actual
Leverage exposure
ratio
ratio
Gross method
250%
100.7%
Commitment method
200%
100.7%
^The full policy can be found on the Company’s website.
*Alternative performance Measures (“APMs”).
Information about the Company
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
88
Section 4: Other Information
Web pages and share price information
The Company has dedicated webpages, which may be found at
https://www.schroders.com/sbot. The webpages have been
designed to be used as the Company’s primary method of
electronic communication with shareholders. They contain details
of the Company’s share price and copies of annual reports and
other documents published by the Company as well as
information on the Directors, terms of reference of Committees
and other governance arrangements. In addition, the webpages
contain links to announcements made by the Company to the
market, Equiniti’s shareview service and Schroders’ website. There
is also a section entitled “How to Invest”.
The Company releases its NAV per share on both a cum and
ex-income basis, diluted where applicable, to the market on
a&daily basis.
Share price information may also be found in the Financial Times
and at the Company’s webpages.
Association of Investment Companies
The Company is a member of the Association of Investment
Companies. Further information on the Association can be found
on its website, www.theaic.co.uk.
Individual Savings Account (ISA) status
The Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its a airs so that its shares can
be recommended by IFAs to ordinary retail investors in
accordance with the FCA’s rules in relation to non-mainstream
investment products and intends to continue to do so for the
foreseeable future. The Company’s shares are excluded from the
FCA’s restrictions which apply to non-mainstream investment
products because they are shares in an investment trust.
Financial calendar
Results announced
July
Annual General Meeting
September
Half year results announced
December
Financial year end
March
Alternative Investment Fund Managers
Directive (AIFMD) disclosures
The AIFMD, as transposed into the FCA Handbook in the UK,
requires that certain pre-investment information be made
available to investors in Alternative Investment Funds (such as the
Company) and also that certain regular and periodic disclosures
are made. This information and these disclosures may be found
either below, elsewhere in this annual report, or in the Company’s
AIFMD information disclosure document published on the
Company’s webpages.
Remuneration disclosures
Quantitative remuneration disclosures to be made in this annual
report in accordance with FCA Handbook rule FUND3.3.5 may
also be found in the Company’s AIFMD information disclosure
document published on the Company’s web pages.
Publication of Key Information Document
(KID) by the AIFM
Pursuant to the Packaged Retail and Insurance-based Products
(“PRIIPs”) Regulation, the Investment Manager, as the Company’s
AIFM, is required to publish a short KID on the Company. KIDs are
designed to provide certain prescribed information to retail
investors, including details of potential returns under di erent
performance scenarios and a risk/reward indicator. The
Company’s KID is available on its webpages.
How to invest
There are a number of ways to easily invest in the Company. The
Investment Manager has set these out at
www.schroders.com/invest-in-a-trust/.
Complaints
The Company has adopted a policy on complaints and other
shareholder communications which ensures that shareholder
complaints and communications addressed to the Company
Secretary, the Chair or the Board are, in each case, considered by
the Chair and the Board.
Warning to shareholders
Companies are aware that their shareholders have received unsolicited telephone calls or correspondence concerning
investment matters. These are typically from overseas-based ‘brokers’ who target UK shareholders, o ering to sell them what
often turn out to be worthless or high risk shares or investments. These operations are commonly known as ‘boiler rooms’.
These ‘brokers’ can be very persistent and extremely persuasive. Shareholders are advised to be wary of any unsolicited advice,
o ers to buy shares at a discount or o ers of free company reports.
If you receive any unsolicited investment advice:
Make sure you get the correct name of the person and organisation
•
Check that they are properly authorised by the FCA before getting involved by visiting register.fca.org.uk
•
Report the matter to the FCA by calling 0800 111 6768 or visiting fca.org.uk/consumers/report-scam-unauthorised- rm
•
Do not deal with any
rm that you are unsure about
•
If you deal with an unauthorised
rm, you will not be eligible to receive payment under the Financial Services Compensation
Scheme.
The FCA provides a list of unauthorised
rms of which it is aware, which can be accessed at
fca.org.uk/consumers/unauthorised rmsindividualslist.
More detailed information on this or similar activity can be found on the FCA website at fca.org.uk/consumers/
protect-yourself-scams.
Directors
Justin Ward (Chair)
Diana Dyer Bartlett
Jemma Bruton
Tim Jenkinson
Registered o ce
1 London Wall Place
London EC2Y 5AU
Advisers and service providers
Alternative Investment Fund Manager
(the “Investment
Manager” or “AIFM”)
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Portfolio Managers
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Schroders Capital Management (Switzerland)
AG A olternstrasse 56
8050 Zurich
Switzerland
Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Telephone: 020 7658 3847
Depositary and custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Corporate broker
Peel Hunt LLP
100 Liverpool Street
London EC2MY 2AT
Independent auditors
Ernst & Young LLP
Atria One
144 Morrison Street
Edinburgh EH3 8EX
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder helpline: 0800 032 0641
1
Website: www.shareview.co.uk
1
Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any noti cations and enquiries relating to
shareholdings, including a change of address or other
amendment should be directed to Equiniti Limited at the above
address and telephone number above.
Other information
Company number 12892325.
Shareholder enquiries
General enquiries about the Company should be addressed to
the Company Secretary at the Company’s Registered O ce.
Dealing Codes
ISIN: GB00BN7JZR28
SEDOL: BN7JZR2
Ticker: SBO
Global Intermediary Identi cation Number
(GIIN)
QML9TQ.99999.SL.826
Legal Entity Identi er
(LEI)
5493003UY8LIHFW6HM02
Privacy notice
The Company’s privacy notice is available on its web pages.
Schroder British Opportunities Trust plc Annual Report and Financial Statements 2025
89
Section 4: Other Information
www.schroders.co.uk/sbot
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
Important information:
This document is intended to be for information purposes
only and it is not intended as promotional material in any respect. The material is not
intended as an offer or solicitation for the purchase or sale of any nancial
instrument. The material is not intended to provide, and should not be relied on for,
accounting, legal or tax advice, or investment recommendations. Information herein
is believed to be reliable but Schroders does not warrant its completeness or
accuracy. No responsibility can be accepted for errors of fact or opinion. Reliance
should not be placed on the views and information in the document when taking
individual investment and/or strategic decisions. Past performance is not a reliable
indicator of future results, prices of shares and the income from them may fall as well
as rise and investors may not get back the amount originally invested. Schroders has
expressed its own views in this document and these may change. Issued by Schroder
Investment Management Limited, 1 London Wall Place, London EC2Y 5AU, which is
authorised and regulated by the Financial Conduct Authority. For your security,
communications may be taped or monitored.
@schroders
schroders.com