Chrysalis Investments Limited
Annual Report and Audited Financial Statements
For the year ended 30 September 2025
Strategy
At Chrysalis we aim to deliver value for our shareholders and partners by investing in and supporting innovative
businesses with the potential to transform their sectors.
Backing Winning
Ideas
We seek high growth innovative businesses which are leading transformation
within their sectors.
Technology has the power to transform the world in which we live. We look to
invest in those businesses that have the ability to achieve meaningful change.
We identify opportunities for significant growth and help companies carve
out clear pathways to profit.
Operating in huge addressable markets, the companies we choose to
support offer best-in-class scalable technologies, enabling them to drive and
capitalise on societal change.
Capturing Growth
Empowering Our
Partners
We actively engage in building long-term relationships with our partner
businesses.
Collaborating with businesses, we provide them with the support, knowledge,
experience, and flexible capital necessary to empower the delivery of
transformational technology.
We create value by taking a high conviction approach.
We de-risk and enhance the competitive edge of our partners, whilst offering
shareholders the opportunity to access and gain returns from these exciting
private and public companies.
Delivering Value
Contents
Strategic Report
Performance Headlines ................................................................................................................................................ 1
Chairman’s Statement .................................................................................................................................................. 2
Portfolio Statement ...................................................................................................................................................... 5
Investment Adviser’s Report ......................................................................................................................................... 6
Environmental, Social and Corporate Governance Report ...................................................................................... 28
Investment Objective and Policy ................................................................................................................................ 34
Governance
Corporate Governance Statement ............................................................................................................................ 35
Key Governance Disclosures ...................................................................................................................................... 36
The Board of Directors ............................................................................................................................................... 39
Report of the Remuneration and Nomination Committee ....................................................................................... 45
Report of the Management Engagement Committee ............................................................................................... 49
Report of the Risk Committee .................................................................................................................................... 51
Directors’ Report ........................................................................................................................................................ 54
Statement of Directors’ Responsibilities .................................................................................................................. 64
Audit Committee Report ............................................................................................................................................ 66
Audit Report
Independent Auditor’s Report to the Members of Chrysalis Investments Limited .................................................. 69
Audited Financial Statements
Statement of Comprehensive Income....................................................................................................................... 77
Statement of Financial Position ................................................................................................................................ 78
Statement of Changes in Equity ................................................................................................................................ 79
Statement of Cash Flows ........................................................................................................................................... 80
Notes to the Audited Financial Statements ............................................................................................................... 81
Corporate Information .............................................................................................................................................. 109
Definitions and Alternative Performance Measures ............................................................................................. 111
1
Performance Headlines
171.65p
- NAV per share
1
increase of 30.39p or 21.5%
The increase is driven by the upward valuation of the portfolio and NAV per share accretion from the share buyback.
121.20p
- Share price increase of 27.90p or 29.9%
The share price closed at a 29% discount to NAV, narrowing from 34% on 30 September 2024.
£131 million
- Proceeds from realisations
Including realisations from Featurespace (£80.0 million), InfoSum (£49.8 million) and Graphcore (£1.1 million of
deferred proceeds). A further £9.2 million is expected from the sale of Featurespace on release of escrow.
£86 million
- Repurchase of shares
The amount of capital returned to shareholders during the period through the share buyback mechanism.
£236 million
- Total liquidity
1
The Company ended the period with a substantially improved level of liquidity available to support the existing
portfolio and continue the share buyback, including gross cash of £118.1 million (net cash of £48.1 million).
86%
- Percentage of the portfolio that is profitable
1
86% of the portfolio was profitable on an underlying basis in the twelve months to 30 September 2025, compared to
76% in the prior year.
1
Alternative Performance Measures definitions can be found on page 111
2
Chairman’s Statement
The Company, I am pleased to say, continued to build on the growth it had begun to generate in 2024. The year ending
30 September 2025, saw underlying NAV per share rise by over 20%, helping to generate a similar rise in the share
price. The Board believes that the approach the Investment Adviser has been adopting, and the policies which the
Company instated with the Capital Allocation Policy (“CAP”) in March 2024, have helped share price performance,
alongside generally favourable market conditions.
Progress on a number of fronts
The Investment Adviser’s report examines the portfolio in detail, but I would like to highlight progress on the
following areas:
Liquidity
Liquidity continues to improve and has exceeded the expectations established at the time of setting the CAP in March
2024. During the year, realisation proceeds from the successful disposal of Featurespace, net of a £9.2 million
retention, were received. Separately, the Company’s holding in Klarna is now listed on the New York Stock Exchange
(“NYSE”).
Whilst the Klarna holding is subject to a post-IPO lock up, its implied value represented 13.2% of NAV as at the year-
end NAV and 18.7% of the period end share price. In line with the Company’s commitment to return the first £100m
of proceeds to shareholders, the Featurespace proceeds received to date have already been returned.
wefox
The leading role the Investment Adviser took in the capital restructuring of wefox has led to a significant increase in
the carrying value of the investment. With a change in management and the strategic direction of the company, the
future appears more positive for what was an underperforming investment.
Starling
The continuing development of Starling, including its Software as a Service ("SaaS") banking technology platform,
Engine, is very exciting. Engine continues to gain momentum, most recently through a ten-year contract with
Tangerine Bank, a wholly owned subsidiary of the Bank of Nova Scotia, one of Canada’s largest banks. This contract
validates the product globally by expanding Engine's client base from Europe and Australia to include North America.
The Company’s holding in Starling therefore represents not only an investment in a retail and commercial bank in
the UK with potential for high growth, but also exposure to a scalable, cloud-based global banking technology
platform that is increasingly regarded as world leading.
Capital Allocation
The Board and the Investment Adviser have now operated under the current CAP since the March 2024 AGM. In that
period the Company has returned £102.2 million, satisfying the first £100m target and beginning the return of at least
25% of net realised gains on asset sales.
The impact of the CAP has been positive. Over the twelve months since its introduction, the average share price
discount has narrowed from approximately 50% to approximately 33%. Over the same period, the Company’s shares
have outperformed the FTSE 250 (excluding Investment Trusts) Index by 24%. While this progress is encouraging, the
Board recognises that further steps are required to ensure the share price more fully reflects the underlying value of
the Company’s investments.
3
Chairman’s Statement (continued)
Progress on a number of fronts (continued)
Adoption of a new Investment Policy
As communicated in the CAP update in May, as a result of the ongoing discount to NAV, a group of shareholders, led
by the Company’s largest shareholder, expressed a desire for the Company to commit to making no new investments.
In addition, while recognising the value within the existing portfolio and its potential to grow further over time, these
shareholders expressed a preference for an accelerated programme of asset disposals, with capital returned to
shareholders as realisations occur.
The Board respected this position but wished to determine how widely this view was shared by other shareholders.
Consequently, the Board asked Rothschild & Co to bring forward their review of the operation of the CAP due to take
place in 2026, by one year. This consultation involved discussions with shareholders representing approximately 60%
of the Company and concluded in October, with further engagement taking place during November and December.
The findings, implications and subsequent proposals for the way forward derived from those discussions are set out
in a separate statement being released concurrently with these financial statements.
In summary, the Board believes that, whilst there are differences in views between some shareholders on how best
to realise the potential within Chrysalis, the views of a majority of shareholders can be accommodated through
amendments to the existing Investment Policy. The overriding objective of the amended Investment Policy would be
to implement an orderly realisation programme for the portfolio assets in a way that is designed to maximise returns
of capital to shareholders over a three-year time horizon, while avoiding forced or value-destructive disposals. The
amended Investment Policy would not allow for new investments to be made.
The Board will be seeking support from shareholders for this approach at an EGM to be held in early 2026. These
changes, if supported by shareholders, represent a significant adjustment to the objectives of Chrysalis and the Board
will be working closely with the Investment Adviser to develop a modus operandi for the Company that is reflective
of these new objectives. It is expected that a circular will be posted to shareholders in January 2026, containing
further details of these changes, the proposed resolutions and the notice convening an EGM.
Board Rotation and Composition
Anne Ewing has expressed a wish to step down from the Board as of 31 December 2025 and the Board has acceded
to her request.
Anne, aside from being an experienced and highly regarded non-executive director, has had a long and successful
career in international banking. The Board and the Company have benefited immensely from the skills gleaned from
her executive roles at a senior level. Her input to the oversight of the Company’s holdings in regulated financial and
banking companies has been significant and had an impact on how the Board and the Investment Adviser have
approached certain matters since 2018. I would like to extend the Board’s thanks to Anne for her time and her
significant contribution as a director of the Company.
The Board has considered a number of potential replacements for Anne and is in the final stages of selecting a
candidate who I believe will bring significant relevant experience and knowledge to the Board. The Board already has
a matrix of skills that can oversee the delivery of a revised investment policy and the appointment we intend to make
will reinforce that capacity.
It remains for me to thank the Investment Adviser, the AIFM and all associated advisers to the Company for their
contributions over the year. Chrysalis will evolve further during 2026, with the central objective of the Board being to
deliver returns to our shareholders.
4
Chairman’s Statement (continued)
Board Rotation and Composition (continued)
I would also like to thank those shareholders who have taken the time to share their views with the Board directly, as
well as through the Rothschild & Co consultation. The Company has a valuable portfolio of investments in growing
companies. I am confident that constructive interaction between the Board, the Investment Adviser and shareholders
will continue to ensure we create the best environment to extract and maximise that value.
_____________________
Andrew Haining
Chairman
5
Portfolio Statement
23
Net
Principal Opening invested/ Fair value Closing % of
place of Cost value (returned) movements value net
Company business (£'000) (£'000) (£'000) (£'000) (£'000) assets
Starling Group Holdings Limited
UK 118,349 254,441 -
152,142
406,583 46.5
Smart Pension Limited
UK 108,570 123,434 -
-
123,434 14.1
Klarna Group PLC
UK 79,712 120,562 8,225
(13,531)
115,256 13.2
wefox Holding AG
Switzerland 103,108 36,217 16,570
38,713
91,500 10.5
The Brandtech Group LLC
USA 46,440 80,230 -
(43,418)
36,812 4.2
Deep Instinct Limited Israel 66,794 41,809 4,569
(19,649)
26,729 3.1
Secret Escapes Holding Limited
UK 28,009 25,328 -
(9,614)
15,714 1.8
Wise PLC
UK 655 2,015 -
1,090
3,105 0.4
Sorted Holdings Limited
UK 316 316 -
-
316 0.0
Cognitive Logic Inc.
USA - 29,928 (47,229)
17,301
- -
Featurespace Limited
2
UK - 81,391 (89,218) 7,827 - -
Graphcore Limited
UK - - (167)
167
- -
Rowanmoor Group Limited
UK 13,363 - -
-
- -
Tactus Holdings Limited
UK 42,129 - -
-
- -
Total investments
3
607,445 795,671 (107,250) 131,028 819,449 93.7
Cash and cash equivalents
118,118 13.5
Other net liabilities
(62,996) (7.2)
Total net assets
874,571 100.0
2
Featurespace Limited was disposed prior to 30 September 2025. The Company anticipates receiving further proceeds from the sale of this asset. These proceeds, which total £9,249,000, are included within “Other
receivables” in the Statement of Financial Position as at 30 September 2025.
3
The subtotal in the “% of net assets” column may not cast exactly due to percentages being rounded to one decimal place.
6
Investment Adviser’s Report
Market Context
At the time of the FY24 report and financial statements, the Investment Adviser felt that the market backdrop was
improving; market conditions did remain positive across the year, with the tech-heavy NASDAQ rising 23.0%. Inflation
was less aggressive than the 2021-23 period but remains above target in the US. As a result, US 10-year yields
continued to bubble around the low four percent level, averaging approximately 4.3% across the period.
Despite inflation running “hotter” than the Fed’s target, concerns over the level of real interest rates, some signs of
cooling in the US economy, the recent sharp falls in inflation and monetary policy lag effects have all raised hopes that
the Fed might continue to ease its target rate. This has likely helped US markets to perform well over the period.
In the UK, the equity story was more mixed, with the FTSE All Share up 12.2% - driven by the FTSE100 but the more
domestically focused FTSE250 only up by 3.0%, partly driven by UK fiscal uncertainty and lack of investor appetite in
invest in UK exposure.
Despite this UK uncertainty, the Company delivered strong NAV growth over the period approximately 21.5% and
the generally conducive global equity backdrop, and likely the share buyback undertaken during the period, assisted
the Company’s share price to rise nearly 30% over the financial year.
US 10-year yields (%) vs Chrysalis share price (rebased)
4
Source: Bloomberg and Chrysalis Investments Limited
While there were bouts of volatility, often tied to President Trump’s “trade wars, the market environment was
sufficient to allow a continued recovery in the IPO market in the US; European issuance remained subdued, with the
UK seeing very minimal activity.
4
Shaded area represents the financial year ended 30 September 2025 and the current financial year to 2 December 2025
0
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US 10 yr CHRY rebased
7
Investment Adviser’s Report (continued)
Market Context (continued)
US and Europe – IPO money raised ($ billions)
Source: PWC Global IPO Watch
UK total money raised at IPO (£ billions)
Source: LSE
IPO wobbles continued into the third quarter a period that saw Klarna’s IPO delayed due to market volatility but
conditions settled down sufficiently for it to list in September.
Evidence of the improvement in market sentiment came in the form of further realisations from the portfolio. Following
on from the sale of Graphcore to Softbank Group Corp in the prior year, Featurespace was sold to Visa in December
2024 and then InfoSum to WPP plc in April 2025.
0
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1H22 2H22 1H23 2H23 1H24 2H24 1H25
US Europe
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16.0
2017 2018 2019 2020 2021 2022 2023 2024 2025 to
Oct
8
Investment Adviser’s Report (continued)
Performance
Performance was strong over 2025, with NAV per share rising approximately 21.5%, with 1H25 seeing a c7.8% increase
and 2H25 rising by c12.7%.
Chrysalis – NAV per share performance (pence)
Source: Chrysalis Investments Limited
Across the year, key drivers of NAV per share were:
i. Starling, which added around 28p, driven by the performance of the core UK bank as well as the first-time
inclusion of a valuation for Engine by Starling (“Engine”), the company’s SaaS technology provider;
ii. wefox also contributed approximately 6p, following the work undertaken by the Investment Adviser to
recapitalise it, which led to a turnaround in company performance as well as enhancing Chrysalis’ position in
the capital structure; and
iii. Around 9p per share was added via accretion from the Company’s share buyback mechanism, which saw c85.4
million shares bought back at an average share price of 101 pence.
The key detractors from performance were:
i. Brandtech, which saw its valuation written down due to the subdued nature of the market – evidenced by the
varied performance of listed peers as well as a slower adoption of AI by the industry than the Investment
Adviser had expected; and
ii. Deep Instinct, which experienced some difficulty converting its new business pipeline.
9
Investment Adviser’s Report (continued)
Activity
In line with the Company’s commitment not to make new investments before the 2026 AGM, portfolio activity focused
on follow-on investments and realisations.
Over the period, £130.7 million was realised (and a further £2.6 million was recovered); the main components were:
i. The sale of Featurespace to Visa which completed in December 2024; cash proceeds of £80.0 million were
received in the year. The expected gross proceeds amounted to a money multiple return of 3.0 times; and
ii. The sale of InfoSum to WPP plc which completed in April 2025, generating cash proceeds of £49.8 million.
On the other side, approximately £31.8 million was invested, with the principal elements being:
i. £16.6 million invested into wefox in December 2024, to aid in the restructuring of the company; Chrysalis
benefited from a preferential capital enhancement available to those investors that participated.
ii. £8.2 million was invested into Klarna in November 2024, as part of a secondary process; and
iii. £4.7 million was invested into Deep Instinct over the year to support the company, which is still loss making.
A further de minimis investment was made into InfoSum to support the company prior to its sale to WPP.
Chrysalis – Net realisations over the year (£ million)
Source: Chrysalis Investments Limited
In line with the Company’s Capital Allocation Policy (“CAP”), approximately £86 million of liquidity was used to buy
back shares over the year, at an average share price of 101 pence per share, as part of the commitment to return up to
£100 million to shareholders, and thereafter at least 25% of net realised gains on asset sales. As of 17 December 2025,
the share buyback programme had cumulatively returned approximately £102 million.
The Company funded the share buyback programme via sales of some of its smaller positions rather than by selling
any of its more mature, later-stage assets, leaving the key positions of Starling, Smart Pension and Klarna intact at year
end.
As a result of this activity, the Company has broadly held its net cash position flat over the year, with net realisations
covering the share buyback and fees.
(20)
0
20
40
60
80
100
120
10
Investment Adviser’s Report (continued)
Activity (continued)
In September, Klarna listed on the NYSE at a price of $40 per share. While the share price decreased by year end, in line
with the market, and has weakened further post period end, the position in Klarna still represents significant liquidity
potential – approximately £115 million, at year end – albeit the Company is currently subject to a customary six-month
lock up period following the IPO, which ends on 10 March 2026.
During the year, the Company drew down the £70 million term loan that was put in place at the end of the prior year,
resulting in a gross cash position of £118.1 million at period end.
Chrysalis – change in liquidity and net cash over the year (£ million)
Source: Chrysalis Investments Limited
Post year end, £10 million of the debt facility was repaid, reflecting the strong liquidity position of the Company,
reducing the loan balance outstanding to £60 million.
Outlook
The Investment Adviser remains focused on maximising the value of the companies remaining in the portfolio.
11
Investment Adviser’s Report (continued)
Outlook (continued)
As described in the FY24 Annual Report, significant work was undertaken across most of the portfolio in the prior year
to enhance value in processes either led, or supported, by the Investment Adviser. Key among them in that year were:
i. The reorganisation undertaken at Smart, which led to a significantly more efficient structure, new senior hires
and materially better profitability – underlying EBITDA improved from a loss of £42.5 million in 2023 to a profit
of £6.8 million in 2024; and
ii. The significant restructuring undertaken at wefox, which saw the company divest its insurance carrier (the
part of the business that assumed the insurance risk), cut costs, appoint new executives and reduce the
number of geographies it operates in. The upshot of this programme was also a substantial improvement in
profits.
As a result of this work, 2025 has seen a shift in focus from restructuring towards operational delivery. While good
progress has been made in this regard, the Investment Adviser believes the full upside from the changes effected in
2024 have yet to be realised.
The Investment Adviser remains heavily involved in shaping the strategic direction of the Company’s portfolio and
holds board positions across all private assets, serving as a Board Director for most of the unlisted portfolio and as an
observer at Brandtech. Building on prior observer roles, the Investment Adviser has strengthened its influence by
securing board seats at Starling and Deep Instinct, in addition to joining the board of wefox in the prior year. This
expanded responsibility provides the Investment Adviser with a more direct say in guiding the Company’s assets and
driving long-term value.
Split of portfolio (excluding cash) by governance position
Source: Chrysalis Investments Limited
Director Observer Listed Other
12
Investment Adviser’s Report (continued)
Outlook (continued)
Particularly for the Company’s larger positions, the Investment Adviser also meets C-suite executives regularly to
ensure a good understanding of their thoughts and the condition of the respective underlying business to inform its
views on progress towards strategic goals.
Given the CAP and subsequent disposals to fund it, diversification has inevitably reduced. In addition, due to the strong
performance of key assets – particularly Starling concentration has also risen. With approximately 74% of NAV in three
assets and 85% in four, the outlook for the Company is likely to depend on the successful execution of the strategies of
those assets.
Chrysalis – assets as a percentage of NAV
Source: Chrysalis Investments Limited
With that in mind, the Investment Adviser is heavily focused on helping to drive success in the Company’s most
influential assets, which in reality means Starling and Smart, given the listed nature of Klarna and the Companys
proportionately small shareholding in it. These companies share similarities in that they are both successfully
monetising the technology they built to provide their own services by selling it to third parties. The Investment Adviser
has seen first-hand the power of this model during the development of Wise and has been an active advocate in these
instances as a value driver.
Starling has continued to make meaningful progress over the year. While not all developments are yet externally
visible, the underlying trajectory is encouraging. Adjusted profitability for the year to March 2025 was down marginally
compared to the prior year – £280 million versus £301 million but the Investment Adviser notes that major operational
improvements have been made behind the scenes. These include recent hires bedding into their new roles; the
successful launch of new products, such as Easy Saver and Scam Intelligence; a brand refresh undertaken; and the
recent resumption of marketing activity. Collectively, these initiatives support the more optimistic tone adopted by
the Chairman in relation to Starling’s recent regulatory situation.
Starling
47%
Smart Pension
14%
Klarna
13%
wefox
11%
Brandtech
4%
Deep Instinct
3%
Secret Escapes
2%
Other
1%
Net cash
5%
13
Investment Adviser’s Report (continued)
Outlook (continued)
In addition, there has also been significant positive news, most pertinently that of Engine winning a major ten-year
deal with Tangerine Bank in Canada. Tangerine is a multi-award-winning digital bank with two million customers,
assets of C$40 billion and is a wholly owned subsidiary of Bank of Nova Scotia with assets of approximately C$1.4
trillion.
While the Investment Adviser believes there is significant value to be accrued from driving performance at Starling’s
UK bank, Engine offers another avenue for growth and potentially significant valuation enhancement, given the strong
sales multiples that high growth SaaS businesses can attract.
Engine also provides diversification for Starling. Not only does it face a substantial total addressable market, but it also
allows the bank to move into new territories in a capital light way, while broadening out the groups revenue split away
from net interest income, towards fees.
Smart also offers a significant growth opportunity with both the Smart Pension Master Trust (“SPMT”) and its
technology offering.
SPMT is likely to reach approximately £9 billion in AuM by the end of the calendar year and has significant “in-built”
growth, in the shape of annual contributions of over £1 billion by pensioners. Given the operational gearing Smart’s
technology platform – Keystone – provides, this growth should prove highly lucrative.
As one of the market’s leading consolidators, Smart stands to benefit from the Pension Schemes Bill currently being
debated by the UK government and which aims to set a minimum scale for multi-employer defined contribution trusts.
The Investment Adviser believes that this is likely to lead to a spike in M&A in the sector, which potentially has already
begun with media outlets reporting NatWest is looking to sell its Cushon Master Trust.
Given Smart’s track record of successful M&A, this market environment could prove to be very helpful at gaining scale
more quickly than a pure organic route.
In combination, Keystone is seeing strong interest from other industry participants that are keen to replace aging
technology with a digitally native, modern software solution. In a similar way to Engine, if Keystone can successfully
build a sizeable recurring revenue base, this could supplement the valuation attached to SPMT.
While the share price weakness of Klarna post IPO is disappointing – US fintech has been generally weak post year end
– the Investment Adviser is optimistic over its future financial performance.
Having delivered 26% like-for-like revenue growth year-on-year over 3Q25 and guided to 36%-38% over 4Q25, Klarna
announced in December it achieved GMV growth of 45% in November (vs guidance of 28%-31% for 4Q25). The
Investment Adviser believes this acceleration has been driven by the numerous, large relationships that Klarna has
signed recently, and sees reason to believe top line growth will continue to be robust in the coming quarters.
As per its IPO prospectus, Klarna expects its transaction margin to increase as markets scale and cohorts mature. If
transaction margins in the US – which were 23% over 2024 – begin to pull towards its existing European markets – 57%
in 2024 – then the outlook for profitability in the medium-term should be strong.
As a result, the Investment Adviser believes Klarna is well placed to grow materially in the coming years.
Conclusion
With another strong year in terms of NAV progression and realisations under its belt, the Investment Adviser is
optimistic that 2026 should see further progression and is particularly encouraged by the positioning of the key units
in the Company’s portfolio.
14
Investment Adviser’s Report (continued)
Conclusion (continued)
The Company’s two key unlisted assets – Starling and Smart - have both worked through major operational upgrades
over the last two years, which the Investment Adviser believes makes their market positions considerably stronger; the
key now is execution.
The Investment Adviser looks forward to working with the management teams of the portfolio companies to help
maximise their future values in the coming year.
15
Investment Adviser’s Report (continued)
Starling Group Holdings Limited (“Starling”)
Starling Bank continues to perform strongly, delivering a resilient financial performance over the year while resolving
some important legacy matters. This was reflected in the increase in Starling’s carrying value driven by both its strong
financial performance and the improvement in trading multiples among its listed peers. The valuation now also
incorporates a distinct assessment of the Engine business.
In its latest annual results (for the year ended 31 March 2025), Starling posted revenue of £714 million, up from £682
million in the prior year. Customer deposits increased to £12.1 billion (vs £11.0 billion at 31 March 2024) and total open
accounts reached 4.6 million (vs 4.2 million at 31 March 2024), reflecting continued customer acquisition. Notably, this
was Starling’s fourth consecutive year of profitability. Statutory profit before tax came in at £223.4 million, lower than
the previous year’s £301.1 million due to a number of exceptional costs, but underlying profit before tax was £280.6
million. Surplus capital increased by approximately 40% to over £400m which provides strong capital coverage and
strategic optionality.
Starling Revenue and PBT Progression (FY22a-FY25a) (£m)
Source: Starling Group Holdings Limited
Over the course of 2025, the bank was particularly focussed on addressing some historic weaknesses in its risk
management processes. In September 2024, the Financial Conduct Authority (FCA) completed an investigation into
Starling’s anti-money laundering and financial crime systems and controls framework, as referenced in last year’s
annual report. The FCA found that these controls failed to keep pace with the growth of the business between
December 2019 and November 2023; Starling accepted those findings and paid a fine of £29.0m.
Significant remediation work, including investment into skills and resource, has been undertaken over the year. While
this has had an impact on growth and profitability, the Investment Adviser believes it now leaves Starling well placed
to deliver further growth and accelerate customer acquisition through increased levels of marketing.
To this end, it has been encouraging to see new product launches recently, such as a Cash ISA and Scam Intelligence,
a brand refresh and the resumption of marketing activity.
A central part of Starling’s global strategy is its ‘Engine by Starling’ software platform and the Investment Adviser is
excited about the potential of Engine given its current momentum. Engine is Starling’s cloud-native Software-as-a-
Service (“SaaS”) core banking offering, which leverages the same technology that underpins Starling’s own operations.
216.0
452.8
682.2
714.0
32.0
194.6
301.1
280.6
0
100
200
300
400
500
600
700
800
FY22a FY23a FY24a FY25a
Revenue PBT
16
Investment Adviser’s Report (continued)
Starling (continued)
Engine provides a “full stack” of applications needed to run a bank, with the core banking and ledger piece
accounting for only 10% of the typical customer economics.
Engine Commercials (Total) per Customer per Annum
Source: Starling Group Holdings Limited
Over the past year, Engine has made significant progress. Its first external clients, Salt Bank in Romania and AMP
Bank in Australia, successfully launched new digital banks on the Engine platform. These partnerships contributed
£8.7 million to Starling’s fee income in FY2025 (up from £2.3 million in FY2024) and were both delivered on-budget
and on-time.
The progress of Salt Bank has been particularly encouraging. Salt Bank, which launched in April 2024 as Romania’s first
fully digital bank, amassed over 500,000 customers in its first year of operation and is now one of the top 10 banks in
Romania by customer count and is aiming to close 2025 with over 700,000 customers.
In Australia, AMP Bank used Engine to build a new mobile-first banking platform focused on under-served small
businesses and everyday retail clients. The project was delivered in just 12 months, and AMP’s new digital bank went
live to customers in 1Q 2025. At launch it offered fully digital onboarding for personal and business accounts, along
with innovative features like numberless debit cards and in-app financial management tools.
Shortly after the year end, Starling announced a marquee contract with Tangerine Bank in Canada; this is Engines first
contract win in North America.
Tangerine (a leading Canadian digital bank with over 2 million customers) has signed a 10-year agreement to upgrade
its core banking system using Engine’s cloud-native platform. Under the deal, Tangerine will migrate its digital banking
operations onto Engine – enabling a next-generation banking experience for Tangerine’s customers and a step-change
in the bank’s technology capabilities. This is Engine’s largest contract win to date and represents a significant milestone
for the group.
To deliver on the Tangerine project and a growing pipeline, Starling has announced plans to hire over 100 additional
staff. Starling has now also established offices in New York and Toronto to support growth in the region.
15%
5%
10%
10%
30%
20%
10%
17
Investment Adviser’s Report (continued)
Starling (continued)
Throughout the period, Starling has been developing AI technologies to enhance its banking platform and customer
experience. Internally, Starling has embedded AI into its operations to improve efficiency and service quality. For
example, Starling now uses AI to automatically summarise customer service calls and assist its support agents, a
workflow that saves an estimated 8,000 hours per month and has helped cut average call response times significantly.
AI tools have also reduced the need to escalate chats to specialist teams by around 50%, freeing up staff to focus on
complex issues.
Speed to Answer a Customer Call (seconds)
Source: Starling Group Holdings Limited
On the customer-facing side, Starling launched a first-of-its-kind AI feature in its banking app in June 2025. Branded
“Spending Intelligence,” this tool uses generative AI (built on Googles Gemini large language model) to let users query
their own spending data in plain English. Starling became the first UK bank to enable natural-language, in-app financial
insights and customers can ask questions such as “How much did I spend on groceries last month?” and receive instant
analysis and visual breakdowns of their transactions. This feature which is part of Starling’s mission to help people be
good with money,” shows how AI can deliver personalised budgeting insights at scale.
Starling views AI as central to future innovation and the Investment Adviser believes this could be a key differentiator
in the future. Starling is looking to infuse AI across its platform and recently announced plans to hire 400 additional
engineers to accelerate AI development across the organisation.
In October 2025, Starling unveiled Scam Intelligence an AI tool to help protect customers from fraudulent
transactions, which should help to combat Authorised Push Payment fraud. Given that Starling’s technology stack can
provide a single view of a customer, it is uniquely positioned to develop and launch some of these features, especially
versus traditional high-street banks.
In summary, the Investment Adviser is excited about the future growth potential of Starling and the implications for its
valuation. While revenue and profit performance was relatively subdued in the year ended 31 March 2025, significant
progress has been made in building a strong foundation for future growth. The company now has a much-improved
risk control framework in place and has made a number of important hires across various departments. Engine is
gaining real momentum and innovative product features are being rolled out which will help differentiate the core
banks customer proposition and help accelerate customer acquisition.
37
14
0
5
10
15
20
25
30
35
40
2023 2024
-60%
8,000 hours saved
Per month using AI-based contact
summaries
50% reduction
In chat referral volumes
18
Investment Adviser’s Report (continued)
Smart Pension Limited (“Smart Pension” or “Smart”)
Smart Pensions financial performance has improved significantly over the last few years. Despite this, there was a
modest decrease in the assessed equity valuation of Smart, driven by a reassessment of the valuation model, albeit
the Company’s carrying value was unchanged, reflecting Smart’s capital structure.
Recurring revenues grew from £23.2 million in FY2022 to £44.8 million in FY2024, implying a compound annual growth
rate of 38.9%. Growth in recurring revenue has been driven by rising membership, higher assets under management
and selective M&A. This trajectory has continued over the course of 2025.
At the same time, the company has delivered a material improvement in profitability.
Following a strategic review and cost-cutting exercise initiated in the first half of 2024, which streamlined operations
and significantly reduced the cost base, Smart delivered its first full year of profitability in 2024 (an EBITDA loss of £42.5
million in 2023 was transformed into £6.8 million of EBITDA in 2024). The Investment Adviser expects Smart to continue
delivering sustained profit growth over the medium-term with Smart now benefitting from improved operating
leverage.
Smart Pension Recurring Revenue and underlying EBITDA Progression (FY22a-FY24a) (£m)
Source: Smart Pension Limited
The Smart Pension Master Trust (“SPMT”) continues to grow strongly, and it is now the third largest auto enrolment
Master Trust in the UK. Customer numbers have increased by roughly 50% between 2022 and 2024 (to over 1.5 million
members), and SPMT is expected to close 2025 with over 2 million members through a combination of new employer
clients and the strategic acquisition of smaller schemes. Ongoing contributions from this growing member base,
combined with investment returns, have driven steady growth in Assets under Management (“AuM”). The Investment
Adviser expects SPMT’s AuM to reach nearly £9 billion by the end of 2025, up from approximately £4 billion in January
2024.
Smart has been an active participant in sector M&A, and the external policy environment is likely to accelerate industry
consolidation. Recent UK government proposals, highlighted in the Chancellor’s Mansion House speech and currently
being debated in parliament Pension Schemes Bill call for workplace pension providers, especially master trusts,
to reach much greater scale. Regulators have signalled that “fewer, bigger, better-run” schemes are needed to improve
member outcomes. These proposals will require UK master trusts to demonstrate a pathway to managing £25 billion
AuM by 2030, with a less aggressive transition pathway for growth companies, likely requiring £10 billion AuM by 2030.
23.2
35.1
44.8
-46.1
-42.5
6.8
-60
-50
-40
-30
-20
-10
0
10
20
30
40
50
FY22a FY23a FY24a
Recurring Revenue EBITDA
19
Investment Adviser’s Report (continued)
Smart (continued)
While these reforms are still being finalised, the clear direction of travel is toward encouraging smaller pension
schemes to merge into larger ones. This trend plays to Smart Pension’s strengths as one of the market’s leading
consolidators.
With a strong track record of M&A and a cloud-native technology platform, Smart is well-placed to absorb smaller
schemes and re-platform them. In an industry likely to be dominated by a handful of larger trusts, the scarcity value of
platforms like Smart Pension’s is likely to increase. Smart is also one of the few master trusts that has a technology
capability.
From the existing client and membership base, along with projected market movements, an extrapolation of current
trends suggests that SPMT can grow organically to more than £20 billion of assets over the next five years. With
continued M&A, and the inherent growth of those acquisitions, the Investment Adviser believes Smart can reach the
minimum threshold that has been set out in recent UK government proposals. From a financial perspective, this kind
of scale would enable Smart to deliver a strong margin profile on a business that could deliver multiple times the
current level of revenue.
Smart Pension Master Trust Extrapolated AuM Projections (FY25e-FY30e)
Source: Smart Pension Limited, Chrysalis Investments Limited
Alongside SPMT, Smart Pension continues to monetise its Keystone platform and the Investment Adviser remains
optimistic about its future.
Keystone is the company’s proprietary cloud-native retirement technology system that underpins both SPMT and is
offered as a “platform-as-a-service” to third parties. It is already being deployed across multiple continents and there
is a strong pipeline of prospective clients that could meaningfully accelerate revenues from here.
Klarna Group PLC (“Klarna”)
Klarna reached a major milestone in late 2025 by successfully debuting on the public market, completing its initial
public offering on 10 September 2025 on the New York Stock Exchange.
Klarna’s IPO was priced at $40 per share, which gave the company a starting valuation of around $15.1 billion. The
listing raised roughly $1.2 billion for existing shareholders and was the largest listing by a Swedish company in the US
since 2018.
20
Investment Adviser’s Report (continued)
Klarna (continued)
In preparation for becoming a public company, in early 2025, Klarna established a new UK-based holding company
(Klarna Group PLC) and bolstered its board of directors with two appointments. Niclas Neglén, Klarna’s Chief Financial
Officer since 2021, was appointed to the board in February 2025. Neglén brings over two decades of banking and
finance experience to the board, having previously held senior roles at HSBC and GE Capital. Joining him on the board
is Markus Villig, the founder and CEO of European mobility platform Bolt, who became one of Klarna’s independent
directors.
The Investment Adviser continues to be encouraged by Klarna’s financial performance with the company reporting its
sixth consecutive quarter of profitability in 2Q 2025. While Klarna did not post a profit in 3Q 2025, which was primarily
driven by the accounting treatment of its Fair Financing product, revenues increased by +26% on a like-for-like basis
to $903 million and GMV rose by +23% on a like-for-like basis to $32.7 billion. Over 27 million new users were added
during the period and 4 million customers signed up to the Klarna Card since July, with these Card customers
accounting for 15% of global transactions in October.
Klarna’s US business continues to grow strongly and benefit from key partnerships. In the first half of 2025, US revenue
increased by +38% year-over-year, outpacing growth in other regions, and US gross profit almost doubled (+93% year-
on-year). This strong rate of growth continued through 3Q with US GMV increasing by +43% year-on-year and US
revenues increasing by +51%. These developments leave Klarna well positioned for continued strong growth in the US
market, with progress here a real differentiator versus other D2C Fintech players such as Revolut and Monzo.
Klarna Revenue Growth (1Q24a – 4Q27e, year-on-year)
Source: Bloomberg, Chrysalis Investments Limited
Several strategic partnerships have been key to Klarna’s recent growth, and the Investment Adviser believes that these
relationships will allow the company to maintain strong levels of revenue growth over the coming quarters, potentially
driving a rerating. While analyst forecasts capture a near-term spike in growth rates, these fade rapidly into 2027; it will
be interesting to see if this proves to be the case, or if revenue growth remains stronger for longer.
Over the course of the last twelve months, Klarna has announced partnerships with the likes of Stripe, Adyen,
Worldpay, Walmart, eBay, Apple Pay and Google Pay. These partnerships, spanning payments networks, ecommerce
and technology, enable Klarna to reach a much wider audience, making its payments solutions accessible to millions
of customers globally and in many instances, a default payment option at checkout.
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
21
Investment Adviser’s Report (continued)
Klarna (continued)
Klarna Gross Margin vs Impairment and Funding Costs as a % of Revenue (1Q24a-4Q27e)
Source: Bloomberg and Chrysalis Investments Limited
The accounting treatment of Fair Financing, Klarna’s fixed term instalment loan offering, and the natural lag between
funding costs and base rates has impacted margins in the near term, which has led to a decline in the gross margin
and profitability in recent quarters. The Investment Adviser believes that these trends should reverse in coming
periods and, combined with strong revenue growth, should deliver strong profit growth.
The share price has fallen back since year end by approximately 18%, however, it is hoped that these tailwinds should
assist in driving a re-rating as they materialise. The Investment Adviser retains a positive outlook on the future
performance of the business.
The Brandtech Group LLC (“Brandtech”)
Over the past twelve months, Brandtech has delivered solid performance against a tough backdrop and continued
strategic progress, further establishing itself as a global leader in marketing technology and generative artificial
intelligence (GenAI). Despite a challenging advertising market and broader macroeconomic pressures, that have led to
a de-rating of listed peers and a decline in the value of this position, Brandtech delivered positive growth and enhanced
profitability.
Management has highlighted that the shift towards AI-driven workflows has significantly improved margins, enabling
the group to deliver greater value for clients while operating with higher efficiency. Following the integration of
Jellyfish, acquired in 2023, the Group’s annual revenues now exceed $1 billion, supported by a global workforce of
more than 7,000 employees.
Brandtech continues to serve a blue-chip roster of clients, including eight of the world’s top ten advertisers and around
sixty of the top one hundred global brands. Long-standing partnerships with companies such as Google, Microsoft,
Unilever, LVMH and Diageo underline Brandtech’s role as one of the world’s largest digital content partners. This
diversified client base provides a stable revenue foundation and validates the company’s position at the forefront of
technology-enabled marketing.
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
Impairment provisions Funding costs Gross profit
22
Investment Adviser’s Report (continued)
Brandtech (continued)
Pencil, Brandtech’s generative AI platform, has continued to demonstrate strong growth and adoption.
Since its acquisition in 2023, Pencil has generated more than two million advertisements for over five thousand brands.
By leveraging data from more than $2.6 billion in historical media spend, Pencil’s AI models can predict advert
performance, enabling clients to produce creative content up to ten times faster and at a fraction of traditional costs.
Adverts generated through Pencil have achieved significantly higher engagement and conversion rates, while cutting
production costs by up to half. These performance improvements have been validated across multiple major clients
and categories, delivering an average 40 percent uplift in return on investment.
Adoption of Brandtech’s generative AI capabilities has accelerated among major global advertisers, albeit at a slower
rate than the Investment Adviser anticipated.
Unilever’s Beauty and Wellbeing division, for example, has implemented a bespoke “Beauty AI Studiopowered by
Pencil, now operating in eighteen markets. This platform has allowed Unilever to produce hundreds of personalised
digital ads per campaign—compared to a few dozen previously—while reducing content creation times by
approximately 30 percent. Other global brands, including Miller Lite and Durex, have reported similar results, achieving
higher returns on advertising spend and substantially lower creative production costs.
The Group has also established a series of high-profile strategic partnerships that strengthen its AI ecosystem. In May
2025, Boston Consulting Group and Pencil announced a global collaboration to accelerate AI adoption in marketing,
combining BCG’s enterprise transformation expertise with Pencil’s generative AI technology. Brandtech also launched
Pencil on Google Cloud Marketplace, giving enterprise clients direct access to the platform within their existing cloud
environments, and entered into a partnership with Adobe to integrate Adobe Firefly capabilities into Pencil Pro.
Together, these partnerships expand the reach and technical depth of Brandtechs offering while embedding it more
deeply into the workflows of large-scale marketers. The Group has also introduced innovative product features such
as enterprise-grade model integrations and a generative AI carbon calculator, underscoring its commitment to
responsible innovation and sustainability.
Market conditions across the advertising and technology sectors remain challenging, with many clients seeking greater
efficiency and accountability from their marketing investments. From conversations with market participants, the
Investment Adviser believes that, while the industry recognises the likely benefits AI will bring to marketing, the
widespread adoption of AI is proving slower than it expected.
The Investment Adviser believes Brandtech is recognised as one of the most innovative companies in its sector and as
a global leader in generative AI marketing, reflecting the success of its hybrid model that combines the agility of a
technology platform with the scale and expertise of a global marketing organisation. With a robust balance sheet, an
expanding network of enterprise clients, and an integrated suite of AI tools that directly address the evolving needs of
global marketers, Brandtech looks to be in a strong position to capitalise on the shift to AI, as the market converts.
wefox Holding AG (“wefox”)
Over the course of the financial year, there have been significant changes at wefox and the Investment Adviser is
pleased with the progress that has been made. A comprehensive strategic review was launched to refocus the business
on profitable core operations and the company has subsequently transitioned from being a heavily loss-making
business, to a profitable company – on an underlying EBITDA basis operating a capital-light Managed General Agent
(“MGA”) model.
Significant leadership changes have been made to guide this turnaround; Joachim Müller was appointed as Group CEO
in September 2024, succeeding interim CEO, Mark Hartigan.
23
Investment Adviser’s Report (continued)
wefox (continued)
Additionally, a new Group CFO (Dieter Bartl) was appointed in October 2025 to strengthen financial oversight and
support the next phase of growth. These leadership changes set the foundation for executing a future growth strategy
and accretive M&A.
To accelerate the roadmap to profitability, wefox streamlined its market footprint, exiting several markets to
concentrate on regions with sustainable, profitable growth. Key actions included:
Italy Sale of wefox’s Italian MGA and services entities to J.C. Flowers & Co., providing additional financial
flexibility and marking the completion of the restructuring program
Germany – Exit from the German market by divesting operations (e.g. sale of Assona GmbH to Ecclesia Group
and transfer of brokerage business to IWV AG)
Poland – Disposal of the Polish insurance portfolio as part of refocusing on core markets
Spain – Closure of the technology development hub in Spain amid the consolidation of wefox’s central
technology platform
Following these exits, wefox is now focused on its strongest markets such as Austria, the Netherlands, and Switzerland,
where it holds leading market positions. Notably, in the Netherlands wefox (via its TAF subsidiary) is the number one
term-life insurance MGA, illustrating the success of its asset-light model.
As part of the strategic review and shift to an MGA model, wefox transitioned away from owning insurance liabilities.
In December 2024, the company agreed to divest its insurance carrier, Liechtenstein-based wefox Insurance AG, to a
Swiss consortium led by BERAG (pending regulatory approval). This divestment reduces capital requirements and
aligns with wefox’s focus on distribution partnerships rather than underwriting. wefox’s operations in Switzerland have
been right-sized to a distribution-only hub, emphasising advisory and brokerage services.
24
Investment Adviser’s Report (continued)
wefox (continued)
Summary of operational changes at wefox over the last twelve months
Source: wefox Holding AG
Management has also implemented a rigorous cost cutting exercise. The Groups central functions and executive layer
were streamlined, with headcount reduced from 339 to 45 full-time equivalents (“FTEs”), significantly lowering
operating expenses. The company also shut down its central tech platform, reallocating resources to empower local
market platforms (reflected in the closure of tech hubs in Spain and France).
During the period, the company successfully completed a refinancing and capital raise totalling €151 million to support
the turnaround. This funding included approximately €76 million in new equity from existing investors – led by
Chrysalis and Target Global and a €75 million debt refinancing package led by Searchlight Capital. The infusion of
capital, combined with cost reductions, has improved liquidity and balance sheet strength.
Group layer and ExCo streamlined from 339
FTE to 45 FTE
Switzerland right-sized as a focused
distribution-only business
Successful refinancing of debt and new
capital raised
Italian business sold
Carrier disposed subject to final
regulatory approval
Germany market exited
Central Tech platform closed down
Reduce cash burn and extend runway
Reset organisational goals (modus
operandi)
Establish clear business focus
Streamline business portfolio
Reset the operating agenda
Streamlined the business
Focus
Main Outcome
25
Investment Adviser’s Report (continued)
wefox (continued)
wefox EBITDA Progression (FY23a-FY26e)
Source: wefox, Chrysalis Investments Limited
The new asset-light MGA model and focused market approach are expected to drive margin expansion and sustainable
growth. Without pursuing further M&A, the Investment Adviser anticipates a €100m EBITDA swing between FY23 to
FY26, with most of this bridge realised over the course of 2025.
The Company’s carrying value of wefox reflects the work undertaken and its position in the capital structure.
wefox is in a demonstrably better position than it was at the start of the year but, given the scale of restructuring that
has been undertaken, the Investment Adviser is looking for a period of consistent delivery in the coming year. With a
much more efficient structure, enhanced management, and a focused strategy, the Investment Adviser believes the
foundations have been laid to rebuild valuation. Part of that strategy could include M&A, which might require some
capital to execute.
Deep Instinct Limited (“Deep Instinct”)
Over the first half of 2025, Deep Instinct announced a strategic partnership with Amazon Web Services (AWS”) that
could potentially drive the company’s ability to monetise its technologies. In June, the company achieved “Deployed
on AWS” status and was accepted into the AWS ISV Accelerate Program, a designation that underscores both technical
validation and joint go-to-market alignment. This partnership represents a major milestone for Deep Instinct, giving
the company access to AWS’s extensive marketplace, enterprise discount programs, and customer network. It also
enhances the visibility and credibility of Deep Instinct’s data-security offerings within large enterprises undergoing
digital transformation. The company’s DSX for Cloud Amazon S3 solution is now positioned as a pre-emptive, zero-
day data protection platform designed to prevent previously unseen threats in real time across AWS storage
environments. The alignment with AWS reinforces Deep Instinct’s cloud-first strategy, extends its reach across hybrid
and multi-cloud ecosystems, and strengthens its position as an emerging leader in proactive cybersecurity for cloud
data.
In parallel with the AWS collaboration, Deep Instinct has continued to expand its technology portfolio and deepen its
use of artificial intelligence across its products.
-100
-80
-60
-40
-20
0
20
40
FY23a FY24a FY25e FY26e
€100m EBITDA
Swing
26
Investment Adviser’s Report (continued)
Deep Instinct (continued)
Early in 2025, the company introduced DIANNA, a generative-AI powered malware analysis engine that leverages
advanced foundation models to deliver instant explainability of never-before-seen threats. DIANNA operates alongside
the company’s deep-learning-based DSX Brain, producing near-instant threat verdicts with extremely high accuracy
and negligible false positives. This innovation provides customers not only with prevention but also with transparency
into why specific threats were blocked, addressing one of the key challenges facing AI-driven cybersecurity platforms.
Later in the year, Deep Instinct launched the next generation of DIANNA with faster analysis speeds, broader data
coverage, and deeper integration into enterprise security operations, further differentiating its prevention-first model
from traditional detection-based approaches.
While Annual Recurring Revenue (“ARR”) progress at Deep Instinct has been slower than anticipated at the point of
investment, which is reflected in the Company’s carrying value, along with a deterioration in the market performance
of Deep Instinct’s listed peers, the company continues to develop its technology and key strategic partnerships. The
AWS partnership is expected to expand its channel presence and accelerate enterprise adoption, while the release of
new AI-driven capabilities strengthens its differentiation in a crowded cybersecurity market. These initiatives should
be a good fit for market, particularly as organisations continue to migrate sensitive workloads to the cloud and demand
stronger protections for data stored in hybrid environments.
Secret Escapes Holding Limited (“Secret Escapes”)
While the travel market has been resilient over the last reporting period, Secret Escapes’ underlying business
performance across certain geographies has been mixed. This is reflected in the Company’s carrying value of the asset.
In the UK market, growth has been subdued, with increasing customer-acquisition costs constraining the economics
of re-engaging monthly active users. While cost-base discipline has mitigated margin deterioration, revenue
momentum remains weaker than hoped and the UK business is yet to return to the rates of growth the Investment
Adviser has seen historically.
In contrast, the Slevomat brand, operating from the Czech Republic and serving Central and Eastern Europe, has
delivered stronger performance. Slevomat achieved double-digit sales growth and improved margins over the period
and has now become the Group’s largest profit centre.
Post year end the company signed a deal to sell the Slevomat business for an undisclosed amount. Whilst the sale is
yet to complete, the Investment Adviser continues to work with management in finding a solution that enables the
Company to maximise value for current shareholders.
Wise PLC (“Wise”)
In the six months to 30 September 2025 (1H 2026), Wise moved £84.9 billion around the world for 13.4 million
customers, representing a 24% increase in volumes and an 18% increase in active customers compared against the
same period in the prior year. The company reported total income of £882.1 million for the period, up 13% year-on-
year, while underlying income rose to £749.5 million. Net income for the period was £187.2 million, around 14% lower
than a year earlier, reflecting continued investment in growth and infrastructure, with the underlying profit before tax
margin at 16.3% compared with 22.2% in the prior year.
Wise continued to invest in its platform during the period, adding to its growing network of direct payment system
integrations. The company now has seven live direct connections, including Brazil’s Pix system, with Japan’s Zengin
network expected to go live shortly. These integrations continue to make Wise’s platform faster and more efficient and
74% of all transfers were completed instantly during the latest quarter. Lower unit costs have enabled the company to
continue reducing prices for customers, supporting both growth and customer satisfaction.
27
Investment Adviser’s Report (continued)
Wise (continued)
Customer balances held across Wise accounts and investment products rose +37% year-on-year to £25.3 billion as
more users adopted Wise for both spending and saving. The company reiterated its full-year guidance for underlying
income growth of 15–20% and an underlying profit before tax margin of around 16%, excluding one-off dual-listing
costs. Management highlighted that Wise remains well positioned to capture further growth in the expanding global
cross-border payments market.
The Company maintains a modest position in Wise.
28
Environmental, Social and Corporate Governance Report
Introduction
The intention of the ESG Report is to provide shareholders with a clear and transparent insight into the Company’s ESG
approach.
ESG Objective
The Company does not pursue a dedicated sustainability objective and, under the Sustainable Finance Disclosure
Regulation (“SFDR”), is classified as an Article 6 entity. It also does not adopt a label under the Sustainable Disclosure
Requirements (“SDR”).
ESG Strategy
While the Investment Adviser does not specifically target sustainability-focused investments, ESG considerations form
an integral part of the overall investment process. Evaluating ESG risks and practices is essential to supporting long-
term success and positive ESG outcomes are encouraged through active stewardship.
Key ESG factors assessed include:
Governance standards
Human capital management
Social considerations
Carbon emissions, reduction strategies and net-zero commitments
This report provides an update on ESG progress across the portfolio over the last 12 months. Data reflects the eight
active portfolio companies, namely Starling, Smart Pension, Klarna, wefox, Brandtech, Deep Instinct, Secret Escapes
and Wise. This ensures a like-for-like comparison and means that previously reported figures may differ due to the
removal of exited or inactive portfolio companies. Selected case studies highlight examples of strong ESG practices in
individual portfolio companies but are not necessarily representative of the entire portfolio.
ESG Roadmap
Last year, the Company committed to closing gaps in its ESG approach in response to growing regulatory scrutiny and
evolving reporting standards. The Company has taken concrete actions during the year to strengthen its ESG
framework and deliver on that commitment.
During the year, the Company updated its Responsible Investment Policy, ensuring alignment with market
expectations and stakeholder priorities, more clearly articulating the Investment Advisers approach to engagement
in its processes.
The Company has also introduced a Code of Business Ethics that sets standards for integrity, accountability and
responsible conduct. This code applies across the Company and its service providers, clearly defining the principles
and behaviours expected of everyone associated with the organisation. It reinforces the Company’s commitment to
ethical practices and ensures that all stakeholders operate with transparency and trust.
During the year the Company fulfilled its commitment to implement the ESG Data Convergence Initiative (“EDCI”)
framework in its ESG data collection, supplementing the existing metrics it collects from the portfolio.
The EDCI framework is a collaborative effort aimed at standardising the collection and reporting of ESG data within the
private equity industry. The initiative seeks to create a unified approach to ESG metrics, making it easier to benchmark
and compare ESG performance across different portfolio companies and investment vehicles. The initiative helps
streamline ESG reporting processes and enhances the quality and comparability of ESG data in the private equity
sector.
29
Environmental, Social and Corporate Governance Report (continued)
Introduction (continued)
The Investment Adviser has gathered portfolio data for the period ended 31 December 2024, using the EDCI framework,
and integrated this into its internal processes and reporting, enhancing analysis and insight. Additional ESG metrics
have been incorporated into this report to provide greater transparency. Looking ahead, during the year ending 30
September 2026, the Adviser will take further steps to cleanse and benchmark this data, enabling deeper insights and
more meaningful comparisons across the portfolio, the wider private markets universe and over time.
ESG Regulation
The Company is exposed to ESG regulation in the form of:
1) The Sustainable Finance Disclosure Regulation (“SFDR”)
The SFDR exists to increase transparency on how financial market participants integrate sustainability risks and
opportunities into their investment decisions and processes.
2) The Sustainable Disclosure Requirements (“SDR”)
The SDR is designed to provide clear and comparable information about the sustainability characteristics of financial
products, helping consumers make clear and informed decisions and to reduce the risk of greenwashing.
The Company considers the requirements of both the SFDR and SDR regulation, including the anti-greenwashing rules.
Its practices and the disclosures in this document are prepared in compliance with that regulation.
3) The Task Force on Climate-related Financial Disclosures (“TCFD”)
The TCFD is a global initiative established to develop voluntary climate-related financial disclosures that companies
and financial institutions can use to provide clear, comprehensive and high-quality information on the impacts of
climate change. The Company’s TCFD reporting can be found on the Company’s website.
The Company falls under the TCFD regulation by virtue of having a UK-based AIFM.
4) The Modern Slavery Act 2015
Several of the Company’s portfolio companies are required to make a Modern Slavery Prevention Statement (“MSS”).
The statement is voluntary for those who are not.
Stewardship
Stewardship is central to the Company’s investment approach. Active engagement is maintained with portfolio
leadership to drive strategic direction, including ESG improvements. The Investment Adviser has board seats at five
out of eight (62%) portfolio companies and five out of six (83%) private portfolio companies.
Private companies often lack publicly reported ESG data, so an internal dashboard is used to track performance with
data sourced directly from portfolio companies. These insights guide ESG discussions and help shape development
plans.
When material ESG risks or governance gaps are identified, the Investment Adviser works collaboratively with
management to implement action plans. Significant issues are reported to the Risk Committee of the Company, where
progress is monitored.
30
Environmental, Social and Corporate Governance Report (continued)
Corporate Governance
88% (2024: 88%) portfolio companies with at least one independent director
50% (2024: 50%) portfolio companies with an independent chairperson
50% (2024: 50%) portfolio companies that are ISO 27001 certified
Successful growth requires more than strategy; it demands solid governance foundations. Private companies planning
to go public must prepare for heightened scrutiny and embrace experienced independent directors to guide corporate
development. Reducing reliance on founders and strengthening board and executive capacity is critical to long-term
success.
The Investment Adviser evaluates governance across multiple dimensions, tailored to each portfolio company’s size,
jurisdiction and ownership structure.
Metrics
Independent directors bring objectivity, expertise and accountability to the boardroom. They challenge assumptions,
reduce conflicts of interest and strengthen governance, ensuring decisions serve all stakeholders. Their diverse
experience enhances strategic thinking, improves risk management and builds investor confidence, making them
essential for sustainable growth and credibility.
Seven portfolio companies have at least one independent director on their board, consistent with the prior period. The
number of portfolio companies with one independent director also remained consistent over the period.
Achieving ISO 27001 certification demonstrates a company’s commitment to world-class information security. It
protects sensitive data, builds trust with clients and partners, ensures compliance with regulations and reduces risk.
This certification signals robust governance and opens doors to new business opportunities, making it a key driver of
growth.
50% of portfolio companies retain an ISO 27001 certification, consistent with the prior year.
Case Study
Klarna IPO
To strengthen its governance and signal IPO readiness, Klarna made a number of changes to its board over the course
of the period. The company added Markus Villig, founder and CEO of Bolt, bringing expertise in scaling global tech
platforms, and formally included CFO Niclas Neglén to enhance financial oversight. Existing Chairman Michael Moritz
(former Sequoia partner) and CEO Sebastian Siemiatkowski remain, ensuring continuity and credibility. Klarna also
diversified its board with leaders like Sarah Smith (ex-Goldman Sachs), Omid Kordestani (ex-Google), Lise Kaae
(Heartland CEO) and Roger W. Ferguson Jr. (former Federal Reserve Vice Chair), adding depth in compliance,
technology and regulatory governance. In addition, Klarna replaced Sequoia’s representative Matt Miller with Andrew
Reed, co-lead of Sequoia’s growth strategy, and removed long-time member Mikael Walther to reduce internal
conflicts.
Human Capital
63% (2024: new metric) portfolio companies with a groupwide people strategy
88% (2024: new metric) portfolio companies with a Diversity, Equity and Inclusion (“DEI”) policy
27% (2024: 29%) average proportion of women in senior leadership roles
Strong human capital management drives value creation. Investing in people builds skills, boosts engagement and
supports long-term success. The Investment Adviser works to understand each company’s approach - including DEI -
and engages to share best practices and identify improvements tailored to portfolio company operating models.
31
Environmental, Social and Corporate Governance Report (continued)
Human Capital (continued)
Metrics
A strong people strategy aligns talent with business goals. It ensures the right skills are developed and builds a
sustainable pipeline of leaders. By investing in employee engagement, companies reduce key-person risk, strengthen
governance, and future-proof their workforce for change and innovation. 63% of the portfolio has a groupwide people
strategy.
A strong DEI policy is essential for building a fair organisation. It ensures equal opportunities, fosters diverse
perspectives that drive better decision making, and creates an inclusive culture where all talent is allowed to thrive.
DEI strengthens employer reputation, attracts top talent and enhances long-term business performance by aligning
people practices with social responsibility and stakeholder expectations. 88% of the portfolio has a DEI policy.
Having women in senior leadership drives fairer decision-making, reflecting the diversity of customers and
stakeholders. Gender-diverse leadership teams are proven to improve financial performance, strengthen governance
and enhance company reputation. Female representation also signals a commitment to equality and inclusion,
helping attract top talent and build trust with investors and clients. The average proportion of women in senior
leadership roles in the portfolio remained broadly stable over the period.
Case Study
Starling Bank Women in Finance Charter Update
Starling Bank, a founding signatory of the Women in Finance Charter, continues to lead on gender diversity in financial
services. After surpassing its initial target of 40% women in senior roles, Starling set a new goal: 50% by 2027. Current
representation stands at 45% of the workforce, 36% of the Executive team, 43% of the Board and 42% of senior
managers.
To achieve this, Starling invests in initiatives that promote inclusion and talent development. Its #WithWomen network
supports mentoring and career progression, while partnerships with Smart Works and Surviving Economic Abuse
provide resources for women entering or re-entering the workforce. The bank also focuses on tech diversity, with over
one-third of new tech hires being women and collaborates with Code First Girls to grow female talent pipelines.
Beyond banking, Starling advocates for gender equality through campaigns like Make Money Equal, sponsorship of
women’s football with Southampton FC Women and Arsenal FC, and community programs that empower women and
girls in sport and leadership.
Social Impact
75% (2024: new metric) portfolio companies with a modern slavery statement
25% (2024: new metric) portfolio companies with a corporate philanthropy programme
Understanding and managing social impact is vital for long-term success. Companies influence communities,
employees and customers through their operations, supply chains and policies. By prioritising social responsibility,
such as fair labour practices and community engagement, businesses build trust, strengthen brand reputation, and
attract talent and investors. Ignoring social impact can lead to reputational damage, regulatory risk and loss of
stakeholder confidence. Embracing it creates shared value in an increasingly purpose-focussed society.
The current portfolio is made up of companies tackling business challenges head-on. In many cases, cutting-edge
technology is accelerating their ability to deliver transformative solutions, enabling rapid change and creating ripple
effects that extend beyond the business itself. This progress not only drives commercial success but also opens the
door to meaningful, positive impact on society, where innovation meets purpose.
32
Environmental, Social and Corporate Governance Report (continued)
Social Impact (continued)
Metrics
A modern slavery statement demonstrates a company’s commitment to human rights and ethical business practices.
It helps identify and mitigate risks of forced labour and exploitation within supply chains, ensuring compliance with
legal requirements such as the UK Modern Slavery Act. Beyond compliance, it builds trust with investors, customers
and employees by demonstrating transparency and accountability. In today’s ESG aware environment, addressing
modern slavery is not only a moral obligation but also a strategic imperative for reputation and sustainable growth;
75% of the portfolio has a modern slavery statement.
A corporate philanthropy program demonstrates a company’s commitment to social responsibility and purpose
beyond profit. It strengthens community relationships, enhances brand reputation and builds trust with stakeholders.
By supporting causes aligned with company values, businesses can engage employees, attract socially conscious
investors and create positive social impact; 25% of the portfolio has a corporate philanthropy programme.
Case Study
Starling Bank - Scam Intelligence and Fraud Prevention
Fraud cost UK consumers £1.2 billion in 2024, with purchase scams accounting for £53 million in the first half of 2025.
Tactics employed by fraudsters often target those most vulnerable in society. To assist in reversing these trends Starling
Bank has introduced industry-leading tools to protect customers from scams and fraud. Its features include Call Status
Indicators, which confirm in real time if a call is genuinely from Starling, helping prevent bank impersonation scams.
The bank has also introduced its AI-powered Scam Intelligence product, allowing customers to upload screenshots of
online marketplace listings to detect potential fraud.
Scam Intelligence uses Google Cloud’s Gemini AI models to analyse images and text from online marketplace listings
and flags instances where:
- Prices seem too good to be true
- Images are fake or reused
- Sellers refuse secure payment methods
- Pressure tactics urge quick transfers
Instant, personalised guidance is provided to customers so they can consider their purchase before sending money.
Additional safeguards introduced by Starling include real-time payment monitoring, multi-factor authentication,
biometric login and Confirmation of Payee checks. Starling educates customers through campaigns like
#StopChallengeProtect, blog posts, and social media updates, highlighting common scams such as purchase fraud,
impersonation and phishing. It is also a signatory of the Contingent Reimbursement Model Code, setting high
standards for reducing Authorised Push Payment scams.
Environmental Impact
75% (2024: 63%) of portfolio companies have calculated their Scope 1 and 2 emissions
50% (2024: 50%) of portfolio companies have made a net zero commitment or plan to establish one
50% (2024: 50%) of portfolio companies have set at least one short or medium-term carbon reduction target
The Investment Adviser uses its influence to help portfolio companies identify, manage and mitigate climate-related
risks and opportunities.
33
Environmental, Social and Corporate Governance Report (continued)
Environmental Impact (continued)
While the Company’s tech-enabled, predominantly digital businesses have low direct environmental impact and
minimal carbon emissions, the Adviser recognises that climate change will affect every sector and asset class. By
integrating climate considerations, the Investment Adviser aims to play a meaningful role in driving positive change.
Metrics
Carbon reporting provides transparency on a company’s environmental impact, enabling stakeholders to assess
progress and hold businesses accountable. Setting carbon reduction targets turns ambition into action, creating a
clear roadmap for emissions management and aligning with global climate goals. Together, these practices drive
operational efficiency, mitigate regulatory and reputational risks, and demonstrate leadership in sustainability, which
is increasingly critical for investor confidence. 75% of portfolio companies now calculate their Scope 1 and 2 emissions,
up on the prior year.
While an increasing number of portfolio companies report carbon emissions data the number of companies
committing to net zero or carbon reduction targets has levelled off. This trend is reflective of the listed environment,
where many listed companies are scaling back climate pledges due to rising costs, technical challenges and economic
pressures to prioritise profitability. Legal risks from greenwashing claims, inconsistent global regulations and slow
policy progress add uncertainty. With only a small fraction of those listed companies on track to meet their goals, some
are removing targets to maintain credibility and reduce exposure to litigation.
Case Study
Smart Pension – Green Investment Funds
Smart Pension offers three fully sustainable lifestyle strategies: Smart Sustainable Growth Core, Smart Sustainable
Growth (default) and Smart Sustainable Growth Plus. These funds invest exclusively in assets that deliver positive
environmental and social impact, including renewable energy, clean water, healthcare and biodiversity projects. All
underlying funds are classified as Article 8 or 9 under the EU Sustainable Finance Disclosure Regulation.
The default growth fund is committed to being net zero by 2040 and aims to halve carbon emissions between 2019
and 2025. Investments include the AXA Biodiversity Fund, Mirova Global Green Bond Fund and global equity funds
focused on carbon transition. Smart Pension prioritises decarbonisation over offsetting, excludes harmful industries,
and actively engages with companies to improve ESG practices. Members can choose their level of sustainability and
cost, reflecting strong demand. Over 77% of members want their pension to benefit people and the planet.
Smart Pension is also a signatory of leading climate initiatives and integrates responsible investment and
stewardship policies across all funds.
34
Investment Objective and Policy
Investment objective
The investment objective of the Company is to generate long term capital growth through investing in a portfolio
consisting primarily of equity or equity-related investments in unquoted and listed companies.
Investment policy
Investments will be primarily in equity and equity-related instruments (which shall include, without limitation,
preference shares, convertible debt instruments, equity-related and equity-linked notes and warrants) issued by
portfolio companies. The Company will also be permitted to invest in partnerships, limited liability partnerships and
other legal forms of entity where the investment has equity like return characteristics.
For the purposes of this investment policy, unquoted companies shall include companies with a technical listing on a
stock exchange but where there is no liquid trading market in the relevant securities on that market (for example,
companies with listings on The International Stock Exchange or the Cayman Islands Stock Exchange). Furthermore,
the Company shall be permitted to invest in unquoted subsidiaries of companies whose parent or group entities have
listed equity or debt securities.
The Company may invest in publicly traded companies (including participating in the IPO of an existing unquoted
company investment), subject to the investment restrictions below. In particular, unquoted portfolio companies may
seek IPOs from time to time following an investment by the Company, in which case the Company may continue to
hold its investment without restriction.
The Company is not expected to take majority shareholder positions in portfolio companies but shall not be restricted
from doing so. Furthermore, there may be circumstances where the ownership of a portfolio company exceeds 50%
of voting and/or economic interests in that portfolio company notwithstanding an initial investment in a minority
position. While the Company does not intend to focus its investments on a particular sector, there is no limit on the
Company’s ability to make investments in portfolio companies within the same sector if it chooses to do so.
The Company will seek to ensure that it has suitable investor protection rights through its investment in portfolio
companies where appropriate. The Company may acquire investments directly or by way of holdings in special
purpose vehicles, intermediate holding vehicles or other funds or similar structures.
Investment restrictions
The Company will invest and manage its assets with the objective of spreading risk, as far as reasonably practicable.
No single investment (including related investments in group entities) will represent more than 20% of Gross Assets,
calculated as at the time of that investment. The market value of individual investments may exceed 20% of gross
assets following investment.
The Company’s aggregate equity investments in publicly traded companies that it has not previously held an
investment in prior to that Company’s IPO will represent no more than 20% of the Gross Assets, calculated at the time
of investment.
Subject in all cases to the Company’s cash management policy, the Company’s aggregate investment in notes, bonds,
debentures and other debt instruments (which shall exclude for the avoidance of doubt convertible debt, equity-
related and equity-linked notes, warrants or equivalent instruments) will represent no more than 20% of the Gross
Assets, calculated as at the time of investment.
The Company will not be required to dispose of any investment or rebalance its portfolio as a result of a change in the
respective value of any of its investments.
35
Corporate Governance Statement
Chrysalis has a listing on the Closed Ended Investment Fund segment of the London Stock Exchange Main Market and
is a member of the Association of Investment Companies (AIC). The Board has considered the Principles and Provisions
of the 2019 AIC Code of Corporate Governance (AIC Code), and a full scope review of the Company’s corporate
governance processes and procedures has been conducted with reference to the AIC Code by the Board and the
Company Secretary. The AIC Code addresses the relevant Principles and Provisions set out in the UK Corporate
Governance Code (the UK Code), as well as setting out additional Provisions on issues that are of specific relevance to
the Company.
The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by
the Financial Reporting Council and the Guernsey Financial Services Commission, provides more relevant information
to shareholders. The Company has complied with the Principles and Provisions of the AIC Code and in doing so has
met its associated disclosure requirements under paragraph 9.8.6 of the Listing Rules.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts
the Principles and Provisions set out in the UK Code to make them relevant for investment companies.
36
Key Governance Disclosures
Section 172(1) Statement
Through adopting the AIC Code, the Board acknowledges its duty to apply and demonstrate compliance with section
172 of the UK Companies Act 2006
5
and to act in a way that promotes the success of the Company for the benefit of its
shareholders as a whole, having regard to (amongst other things):
a) consequences of any decision in the long-term;
b) the need to foster business relationships with suppliers, customers and others;
c) impact on community and environment;
d) maintaining reputation; and
e) acting fairly as between members of the Company.
The Board considers its duties under S.172 to be integrated within the Company’s culture and values. The Company’s
culture is one of respect for the opinions of stakeholders, with an aim of carrying out its operations in a fair and
sustainable manner that is both instrumental to the Company’s long term success and upholds the Company’s ethical
values. The Board encourages diversity of thought and opinion in accordance with its Diversity Policy and would like
to encourage stakeholders to engage freely with the Board of Directors on matters that are of concern to them.
Stakeholders may contact the Company via the Company’s dedicated e-mail address (ChrysalisGSYTeam@iqeq.com),
the Company’s LinkedIn page (https://www.linkedin.com/company/chrysalis-investments-investment-trust/) or by
post via the Company Secretary on any matters that they wish to discuss with the Board of Directors.
5
Section 172 of the UK Companies Act 2006 imposes on a director the duty to ‘act in a way he/she considers, 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 so doing, to have regard to
a series of factors listed in the section which refer to the promotion of social, environmental and governance objectives.
37
Key Governance Disclosures (continued)
Section 172(1) Statement (continued)
The Company is an externally administered investment company, has no employees, and as such is operationally
quite simple. The Board does not believe that the Company has any material stakeholders other than those set out in
the following table.
Investors
Service providers
Community and environment
Issues that matter to them
Performance of the shares
Growth of the Company
Liquidity of the shares
Corporate Governance
Reputation of the Company
Compliance with Law and
Regulation
Remuneration
Compliance with Law and Regulation
Impact of the Company and its
activities on third parties
Engagement process
Annual General Meeting
Frequent meetings with investors by
brokers and the Investment Adviser
and subsequent reports to the Board
Quarterly factsheets
Key Information Document
The main service providers
engage with the Board in
formal quarterly meetings,
giving them direct input to
Board discussions.
Communication between
Board and service providers
also occurs informally on an
ongoing basis during the year.
Adherence to principles of
appropriate ESG policies exists at
both Company and investment level.
Principles of socially responsible
investing form a key part of the
Company’s investment strategy.
Rationale and example outcomes
The Board have engaged with
investors in relation to the Company
business over the course of the year.
The Company relies on service
providers as it has no systems
or employees of its own.
The Board seeks to act fairly
and transparently with all
service providers, and this
includes such aspects as
prompt payment of invoices.
The Investment Adviser works to
ensure that sustainability and ESG
factors are carefully considered and
reflected in the Company’s
investment decisions.
The Board of Directors travel as
infrequently as possible and instead
communicate, where they are able
to, by video and conference call.
Going Concern Statement
The Going Concern Statement is made on page 55.
Viability Statement
The Viability Statement is made on page 55 and 56.
Fair, Balanced and Understandable Statement
The annual report and accounts taken as a whole are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s performance, business model and strategy. Further information
on how this conclusion was reached can be found within the Audit Committee Report.
38
Key Governance Disclosures (continued)
Assessment of Principal and Emerging Risks
The Board has undertaken a robust assessment of the Company’s principal and emerging risks, together with the
procedures that are in place to identify emerging risks. Further information on this assessment and an explanation on
how these risks are being mitigated and managed can be found on pages 57 to 59.
Review of Risk Management and Internal Control
The Board confirms that it has reviewed the Company’s system of risk management and internal controls for the year
ended 30 September 2025, and to the date of the approval of this annual report and audited financial statements. For
further details of the key risks and uncertainties the Directors believe the Company is exposed to together with the
policies and procedures in place to monitor and mitigate these risks, please refer to pages 96 to 107 and note 18 of the
annual report and audited financial statements.
39
The Board of Directors
The Board comprises six independent non-executive Directors, two of whom are female, who meet at least quarterly,
in addition to ad hoc meetings convened in accordance with the needs of the business, to consider the Company’s
affairs in a prescribed and structured manner. Further details concerning the meetings attended during the year by
the Board and its Committees can be found on pages 42 to 43. All Directors are considered independent of the
Investment Adviser for the purposes of the AIC Code and Listing Rule 15.2.12A.
The Board is responsible for the Company’s long term sustainable success and the generation of value for
shareholders and in doing so manages the business affairs of the Company in accordance with the Articles of
Incorporation, the investment policy and with due regard to the wider interests of stakeholders as a whole. For further
information on how the Board considers the interests of stakeholders in its decision making please see the S.172(1)
statement on page 36. Additionally, the Board have overall responsibility for the Companys activities including its
investment activities and reviewing the performance of the Companys portfolio. The Board are confident that the
combination of its members is appropriate and is such that no one individual or small group of individuals dominates
the Board’s decision making.
The Directors, in the furtherance of their duties, may take independent professional advice at the Company’s expense,
which is in accordance with provision 19 of the AIC Code. The Directors also have access to the advice and services of
the Company Secretary through its appointed representatives who are responsible to the Board for ensuring that the
Board’s procedures are followed, and that applicable rules and regulations are complied with.
To enable the Board to function effectively and allow the Directors to discharge their responsibilities, full and timely
access is given to all relevant information.
Comprehensive board papers are circulated to the Board in advance of meetings by the Company Secretary, allowing
time for full review and comment by the attending parties. In the event that Directors are unable to attend a particular
meeting, they are invited to express their views on the matters being discussed to the Chairman in advance of the
meeting for these to be raised accordingly on their behalf. Full and thorough minutes of all meetings are kept by the
Company Secretary.
The Directors are requested to confirm their continuing professional development is up to date and any necessary
training is identified during the annual performance reviews carried out and recorded by the Remuneration and
Nomination Committee.
The current Board have served since the Company’s inception in October 2018, with the exception of Margaret
O’Connor who was appointed on 6 September 2021, and have been carefully selected against a set of objective criteria.
The Board considers that the combination of its members brings a wealth of skills, experience and knowledge to the
Company as illustrated in their biographies below:
Director Biographies
Andrew Haining (Chairman) (independent)
Andrew has had a 30-year career in banking and private equity with Bank of America, CDC (now Bridgepoint) and Botts
& Company. During his career, Andrew has been responsible for over 20 private equity investments with transactional
values in excess of $1 billion.
Andrew holds several Guernsey and UK board positions.
40
The Board of Directors (continued)
Director Biographies (continued)
Stephen Coe (senior independent)
Stephen serves as Chairman of the Audit Committee. He is currently a Non-Executive Director of a number of private
companies. Stephen has been involved with offshore investment funds and managers since 1990, with significant
exposure to property, debt, emerging markets and private equity investments. Stephen qualified as a Chartered
Accountant with Price Waterhouse in 1990.
Simon Holden (independent)
Simon is a Chartered Director (CDir), Fellow of the Institute of Directors and brings a combination of private equity
investing and deep equity capital markets expertise to the Board. In his prior career in private equity, he was an
investment director and held interim-executive roles across several portfolio companies whilst working at Terra Firma
Capital Partners (and Candover Investments prior to that).
For the past decade, he has represented the interests of shareholders in a portfolio spanning:
LSE-listed FTSE-250 alternative asset companies (infrastructure, real estate, growth equity, IP rights, and
activist mandates);
blue-chip global private equity funds (including Permira);
private operating companies (across energy transition, industrials and business services); and
pro-bono public sector advisory roles.
An experienced Senior Independent Director and FTSE-250 Risk Committee Chair, he has successfully executed a wide
variety of value creation and corporate action strategies whilst navigating dynamic challenges and engaging with
shareholders constructively to align board action with their diverse objectives.
Anne Ewing (independent)
Anne has over 40 years of financial services experience in banking, asset and fund management, corporate treasury,
life insurance and the fiduciary sector. Anne has an MSc in Corporate Governance, an ACCA Diploma in Accounting and
Finance, is a Chartered Fellow of the Securities Institute and has held senior roles in Citibank, Rothschilds, Old Mutual
International and KPMG, and latterly has been instrumental in the start-ups of a Guernsey fund manager and two
fiduciary licensees.
Anne has several non-executive directorships roles in financial services companies and private equity funds in
the Channel Islands.
Tim Cruttenden (independent)
Tim is Chief Executive Officer of VenCap International PLC, a UK-based asset management firm focused on investing
in venture capital funds. He joined VenCap in 1994 and is responsible for leading the strategy and development of the
firm. Tim is also a NED of Polar Capital Technology Trust, where he is Senior Independent Director. Prior to joining
VenCap, Tim was an economist and statistician at the Association of British Insurers in London. He received his
Bachelor of Science degree (with honours) in Combined Science (Economics and Statistics) from Coventry University
and is an Associate of the CFA Society of the UK.
41
The Board of Directors (continued)
Director Biographies (continued)
Margaret O’Connor (independent)
Margaret brings over 30 years of international experience commercialising technology companies and evolving the
governance structure and growth strategy of investment funds. Her plural career includes serving on the board of a
FTSE 250 investment trust and as Chairman of a Mauritius Venture Capital fund. Both require stakeholder engagement
to enhance long-term value creation and oversight on disposal strategies. Her experience as a US AdTech CEO and
CMO - driving EU and Asia market expansions and leading a successful trade sale - combined with her tenure as a
MasterCard International New Technology executive, shapes her board skill and mindset.
She earned her BA from Rutgers University and studied International Relations at Princeton University before moving
to Seoul, Korea to work for the Korean Ministry of Finance.
Public Company Directorships
The following details are of all other public Company Directorships and employment held by each Director and shared
Directorships of any commercial company held by two or more Directors:
Anne Ewing
None to be disclosed
Andrew Haining
None to be disclosed
Simon Holden
JPMorgan Global Core Real Assets Limited
Volta Finance Limited
Stephen Coe
None to be disclosed
Tim Cruttenden
Polar Capital Technology Trust PLC
Margaret O’ Connor
None to be disclosed
Valuation Committee
The Board is of the view that the valuation process needs to be as efficient as possible while also providing for
comprehensive and independent oversight. Consequently, the Board uses an independent Valuation Committee
which comprises of the following members:
42
The Board of Directors (continued)
Valuation Committee (continued)
Lord Rockley (Committee Chairman)
Anthony was an audit partner at KPMG until 2015, with a sector focus on private equity and venture capital. Over a 34
year career with KPMG, Anthony was responsible for auditing private equity and venture capital companies and
structures. Amongst other sector specific work, Anthony was a member of the International Private Equity and Venture
Capital Guidelines Board for 9 years.
Diane Seymour Williams
Diane Seymour Williams has a career spanning over 30 years in asset and wealth management. She was a listed
portfolio manager with Deutsche Morgan Grenfell (“DMG”), and became CIO and CEO of the asset management
business in Asia. After returning to the UK, Diane subsequently held a number of board positions in the financial
services sector. Currently she sits, inter alia, on the boards of Patria Private Equity Trust PLC, Mercia Asset Management
PLC and SEI’s European business. Diane brings extensive fund management and portfolio oversight experience. In
addition to her public company roles Diane sits on the investment committees of Newnham College, Cambridge and
the Canal & River Trust.
Jonathan Biggs
Jonathan Biggs has worked in the venture capital industry for 25 years. For 20 years, up until 2021, he was the COO at
Accel, a leading global venture and growth capital investor, having been one of the company’s first hires in Europe.
During his time at Accel in London, he raised over $2.5 billion in five early-stage venture funds focused on Europe. For
the last 5 years, Jonathan has been an investor in venture capital funds, both as a Partner at Top Tier Capital Partners
where he led the European funds business, and prior to that, as a Managing Partner at SVB Capital.
The fourth member of the committee is Tim Cruttenden who has been a director of the Company since its formation.
Director Attendance
During the year ended 30 September 2025, the Board and Committee meetings held and attended by the Directors
were as follows:
Quarterly
Board
Meeting
Audit
Committee
Meeting
Remuneration
and nomination
Meetings
Risk
Committee
Meetings
Management
Engagement
Meetings
Ad-hoc
Meetings
Director
Attended/
Eligible
Attended/
Eligible
Attended/
Eligible
Attended/
Eligible
Attended/
Eligible
Attended/
Eligible
Anne Ewing
3/4
3/3
0/1
2/2
n/a
2/4
Andrew Haining
4/4
n/a
n/a
n/a
n/a
4/4
Simon Holden
4/4
2/3
n/a
2/2
1/1
4/4
Stephen Coe
4/4
3/3
n/a
2/2
n/a
4/4
Tim Cruttenden
4/4
3/3
1/1
2/2
1/1
4/4
Margaret
O’Connor
4/4
3/3
1/1
2/2
1/1
4/4
43
The Board of Directors (continued)
Director Attendance (continued)
Valuation Committee
Meetings
Member
Attended/ Eligible
Lord Rockley
10/10
Diane Seymour-Williams
10/10
Jonathan Biggs
9/10
Tim Cruttenden
9/10
Division of Responsibilities
A schedule of matters reserved for the Board is maintained by the Company and can be summarised as follows:
Strategic Issues
Financial Items such as approval of the half-yearly reports, any quarterly announcements, any preliminary
announcement of the final results and the annual report and accounts including the corporate governance
statement
Treasury Items
Legal and Administration
Communications with shareholders
Board Appointments and Arrangements
Miscellaneous such as to approve the appointments of professional advisers for any Group company in addition to
the Company’s Auditors
Monetary Limits
The Directors have also delegated certain functions to other parties such as the Valuation Committee, the Alternative
Investment Fund Manager ("AIFM"), the Investment Adviser, the Administrator, the Company Secretary, the Depositary
and the Registrar.
The Investment Adviser reports to the Board on a regular basis both outside of and during quarterly board and
Committee meetings, where the operating and financial performance of the portfolio, together with valuations, are
discussed at length between the Board and the Investment Adviser. The Directors have responsibility for exercising
supervision of the Valuation Committee and the Investment Adviser.
Board Committees
The Company has an Audit Committee, Remuneration and Nomination Committee, Management Engagement
Committee, Risk Committee and an Independent Valuation Committee (together the “Committees”). The Terms of
Reference for each committee is available on the Company’s website.
The Board believes that its established Committees are adequately composed, and that each member has the
necessary skills and experience to discharge their duties effectively. All new Committee members will be provided with
an induction on joining the relevant Committee. The actions carried out by each Committee since the previous
quarterly board meeting are reported at each meeting to the Board of Directors by the respective Committee chair.
44
The Board of Directors (continued)
Board Committees (continued)
Each Committee meeting is attended by the Company Secretary and comprehensive minutes are kept, as well as a
schedule of the action points arising from each meeting.
Stephen Coe is the Chairman of the Audit Committee with Anne Ewing and Simon Holden as members, with Margaret
O’Connor as an observer. A full report regarding the Audit Committee’s activities during the year can be found in the
Audit Committee Report on page 66.
Anne Ewing is Chairman of the Remuneration and Nomination Committee, with Margaret O’Connor and Tim
Cruttenden as members. The Remuneration and Nomination Committee meets at least once a year in accordance with
the terms of reference and reviews, inter alia, the structure, size and composition of the Board. A full report regarding
the Remuneration and Nomination Committee’s activities during the year can be found on page 45.
Margaret O’Connor is Chairman of the Management Engagement Committee, with Simon Holden, Stephen Coe and
Tim Cruttenden as members. The Management Engagement Committee will meet formally at least once a year for the
purpose, amongst other things, of reviewing the actions and judgments of the Investment Adviser and the AIFM, and
the terms of the AIFM and Investment Advisory Agreement. A full report regarding the Management Engagement
Committee’s activities during the year can be found on page 49.
Simon Holden is Chairman of the Risk Committee, with Anne Ewing, Margaret O’Connor, Stephen Coe and Tim
Cruttenden as members. The Risk Committee will meet formally, at a minimum once a year, though it has been agreed,
that the Risk Committee is convened twice a year, aligned with the Company’s financial reporting cycle and at such
other times as the Chairman of the Committee deems appropriate, for the purpose of, amongst other things, to ensure
that there is proper consideration and assessment risks and stresses ensuring that the Investment Adviser develops
appropriate strategies to protect the Group’s portfolio of investments. A full report regarding the Risk Committee’s
activities during the year can be found on page 51.
45
Report of the Remuneration and Nomination Committee
Statement: Chairman of Committee
I am pleased to present the Remuneration and Nomination Committee report for the year ended 30 September 2025.
The composition of the Remuneration and Nomination Committee meets with the requirements of the AIC Code and,
in line with good practice, membership is reviewed annually.
During the year, there have been no changes to the Directors’ Remuneration Policy or the Terms of Reference of the
Remuneration and Nomination Committee. No new Directors were appointed to the Board during the year.
In 2026 the Remuneration and Nomination Committee will review its recruitment needs to help the Company further
achieve its targets.
I am satisfied that the Remuneration and Nomination Committee is discharging its responsibilities proficiently and
recommend this report to the Board.
Anne Ewing, Chair of the Remuneration and Nomination Committee
Purpose and Aim of the Remuneration and Nomination Committee
The terms of reference of the Remuneration and Nomination Committee are set out on the Company's website at
https://chrysalisinvestments.co.uk/investor-relations/. The primary responsibility of the Remuneration and
Nomination Committee is, in relation to remuneration, to determine and agree with the Company's Board of directors
(together the "Board" and individually a "Director") the framework or broad policy for the remuneration of the
Company's chairman and non-executive Directors in accordance with the Company's articles of incorporation (the
"Articles") and applicable law and, in relation to nominations, to review the structure, size and composition (including
the skills, knowledge and experience) required of the Board compared to its current position and make
recommendations to the Board with regard to any changes as necessary.
Membership and Meetings of the Remuneration and Nomination Committee
The Remuneration and Nomination Committee met formally twice during the reporting period.
The members of the Remuneration and Nomination Committee are as follows:
Anne Ewing (Chairperson)
Tim Cruttenden
Margaret O’Connor
Composition, Succession and Evaluation of the Board
At its meetings, the Remuneration and Nomination Committee reviewed and reaffirmed the Company's policy
whereby no Director will serve for more than nine years (such policy being aligned to the AIC Code). The Remuneration
and Nomination Committee confirms that no Director has served for longer than nine years, due to the Company being
incorporated in October 2018.
No new directors were appointed to the Board during the financial year as the Board focussed on, amongst other
things, strategic matters and the recommendations which are to be presented to shareholders at the Company’s 2026
Annual General Meeting.
46
Report of the Remuneration and Nomination Committee (continued)
Composition, Succession and Evaluation of the Board (continued)
The Board will continue to work towards meeting the targets set by the Hampton-Alexander Review on gender balance
and the Parker Review into ethnic diversity in FTSE leadership.
The Company provides information as set out in the table below, on the progress made on board diversity targets:
At least 40% of the Board is female
At least one senior position on the Board is held by a woman
At least one individual on the Board is from a minority ethnic background
Gender Identity/Ethnic
background
Number of Board
members
% of the Board
Number of Senior
Positions Held
Female
2
33%
2
Male
4
67%
3
White British or other White
group
6
100%
5
Black/African/Caribbean/Black
British/Asian/Other
0
0
0
The data detailed above has been obtained from and confirmed by each Board Director.
The Board notes that Chrysalis is an externally managed investment company with a Board composed entirely of non-
executive directors. Its senior positions include the Chair, the Senior Independent Director (SID), and the Chairs of any
permanent Board committees.
The Company has yet to achieve the appointment of a candidate from a minority ethnic background. In its recruitment
processes the Board seeks to ensure that it is presented with a diverse set of candidates from which it appoints the
candidate best suited to the role. A major factor in the Board’s succession planning process is to maintain and
demonstrate management and control of the Company in the jurisdiction of its incorporation in relation to the size of
the Board. This can significantly impact the size and suitability of the candidate pool from which the company can
recruit.
The updated report from the Parker Review in 2022 also recognised such constraints where the size of typical
investment companies such as Chrysalis can reduce the opportunity to make further diverse appointments.
During 2025 the Committee refreshed its succession planning and undertook a review of the attributes and skills of
the current Board and made recommendations to the Board. It was concluded that the composition of the Board
remained balanced for the needs of the Company at this time.
During any future search, due regard will be given to equal opportunity, diversity and inclusion for this appointment.
47
Report of the Remuneration and Nomination Committee (continued)
Committee Memberships
Audit Committee
Risk Committee
Valuations
Committee
Management
Engagement
Committee
Remuneration and
Nomination
Committee
Chaired by:
S Coe
A Ewing
S Holden
Chaired by:
S Holden
S Coe
A Ewing
T Cruttenden
M O’Connor
Chaired by:
Lord Rockley*
D Seymour-
Willliams*
J Biggs*
T Cruttenden
(Board
Representative)
*Independent
Chaired by:
M O’Connor
S Coe
T Cruttenden
S Holden
Chaired by:
A Ewing
T Cruttenden
M O’Connor
Review of Board Performance and Development
The Board has established a three-year cycle for the evaluation of its own performance which is initiated by the
Committee and led by the Chair. The Chair’s performance is evaluated by the Senior Independent Director. An
external board review was last conducted in October 2023 by Board Alpha, followed by internal reviews for the post
financial year ends of 2024 and 2025
The output of previous reviews was positively received by the Board leading to a number of constructive actions to
undertake board training and governance matters. Actions arising from the results of the internal 2025 review are
currently a work in progress.
The next externally led board effectiveness review will be carried out in relation to the financial year ending September
2026.
During the year the Board commissioned an external corporate governance review which covered Board and
delegated Administrator responsibilities in relation to:
Market Abuse Regulations
Disclosure Guidance and Transparency
Rules
Listing Rules
Articles of Incorporation
Company Law
AIC Code of Corporate Governance
Industry good practice
This extensive review was presented by Lavery Governance Consulting to the Board on 28 September 2025, and
recommendations are being incorporated into future operations. A main takeaway has been to reinforce and enhance
knowledge, further develop skills and good practices.
Review of Remuneration
The Company’s policy is that the fees payable to the Directors should reflect the time spent by the Board on the
Company’s affairs and the responsibilities borne by the Directors and should be sufficient to retain high calibre
directors.
48
Report of the Remuneration and Nomination Committee (continued)
Review of Remuneration (continued)
The policy is for the Chairman of the Board, the Chairs of the Audit Committee and Risk Committee to be paid a higher
fee than the other Directors in recognition of their more onerous roles and more time spent. The Board may only
amend the level of remuneration paid within the limits of the Articles (i.e. £500,000 per annum maximum).
During the financial year one off payments were made to each of the Chairman and Audit Committee Chairman. The
Chairman received £40,000 for work relating to the strategic development of the Company. The Audit Committee
Chairman received £30,000 for work with legal advisers to reach settlement on a portfolio matter.
The table illustrated below is provided to enable shareholders to assess the relative size of spend on Director
remuneration. The figures provide a comparison against fees payable to the Investment Adviser and the Company’s
Net Asset Value ("NAV").
Total Director Remuneration FY/E 2025
£477,500
Investment Adviser Fees
£4,748,172
Investment Adviser Performance Fees
£nil
NAV at year end
£874,570,785
A comparison of the Company’s remuneration against its competitors was undertaken by the Committee and a view
taken on current market conditions, noting the trajectory of inflation rates and the time commitment and activities of
the Board. The Remuneration and Nomination Committee recommended, and the Board resolved, that there should
be no increase in remuneration for directors for the financial year ending 30 September 2026.
Director base fees actual
FY/E 2025
£
Director base fees proposed
FY/E 2026
£
Chairman A Haining
85,000
85,000
Audit Committee Chair/SID S Coe
67,500
67,500
Risk Committee Chair
S Holden
67,500
67,500
Valuation Committee Board
Representative T Cruttenden
62,500
62,500
Directors M O’Connor/
A Ewing
62,500
62,500
_____________________
Anne Ewing
Chair of the Remuneration and Nomination Committee, Chrysalis Investments Limited
49
Report of the Management Engagement Committee
I am pleased to present the Management Engagement Committee (“MEC”) report for the year ended 30 September
2025. The composition of the MEC meets with the requirements of the AIC Code and, in line with good practice,
membership is reviewed annually.
During the year, the Terms of Reference of the Committee were reviewed and the MEC agreed to update Section 7.1
of the Terms of Reference to ensure the Investment Adviser complied with the Company’s Capital Allocation Policy.
No changes to the composition of the Committee were recommended at this time.
I am satisfied that the Committee is discharging its responsibilities proficiently and recommend this report to the
Board.
Margaret O’Connor, Chair of the MEC
Purpose and Aim of the Management Engagement Committee
The Terms of Reference of the MEC are set out on the Company’s website. The primary responsibility of the MEC is to
review, annually, the compliance of the AIFM and Investment Adviser with the Company's investment policy and AIFM
and Investment Advisory Agreement, as well as to keep under review the performance of all other key service providers
involved in supporting the Company and its operations, to agree with the Company’s Board of Directors the framework
for annual evaluations of these professional services, and to make recommendations to the Board with regards to any
changes as necessary.
Membership and Meetings of the Management Engagement Committee
The MEC met formally on 30 September 2025.
The members of the MEC are as follows:
Margaret O’Connor (Chairperson)
Tim Cruttenden
Simon Holden
Steve Coe
Priorities This Past Year
1. To ensure appropriate resourcing at, and reporting from, the Investment Adviser.
2. To ensure appropriate investor engagement.
3. To evaluate options for modifying the AIFM and Investment Advisory Agreement ahead of the 2027
Continuation Vote.
Review of Service Providers
The MEC was pleased to receive comprehensive feedback from all service providers during its annual review.
The MEC recognised the Investment Adviser’s effective realisation strategy on three assets this past year.
The MEC engaged with the Investment Adviser about leveraging the investor director positions they have
assumed on the Starling, wefox, Smart, Deep Instinct and Secret Escapes boards to influence strategy,
resource allocation, and realisation pathways and timelines for these assets.
50
Report of the Management Engagement Committee (continued)
Review of Service Providers (continued)
The MEC continued its review of the Investment Adviser's terms to ensure value for money against the
investment policy and in delivering the Company's strategic objectives. The current AIFM and Investment
Advisory Agreement allows for the appointment of the Investment Adviser to be terminated by giving not less
than 6 months’ notice.
Proposed terms for the future AIFM and Investment Advisory Agreement will be shared at the 2026 AGM.
The Investment Adviser and AIFM provided the MEC with 3rd party assurance that each of their environments
were fit for purpose against NIST Cyber Security Frameworks and provided recommended best practice
improvements.
The AIFM completed its review of the Company’s compliance with updates to London Stock Exchange listing
rules.
Finally, the MEC recommended to the Board that they request assurance from IQ EQ Fund Services (Guernsey)
Limited (“IQ EQ”) regarding the Company’s compliance with the Financial Conduct Authority 2024 listing
rules.
_____________________
Margaret O’Connor
Chair of the Management Engagement Committee, Chrysalis Investments Limited
51
Report of the Risk Committee
I am pleased to present the Report of the Risk Committee (the “Committee”) of the Company for the year ended 30
September 2025.
Overview
The terms of reference of the Risk Committee are set out on the Company's website at
https://chrysalisinvestments.co.uk/investor-relations/.
The role of the Risk Committee is to ensure that the Board receives due consideration and assessment of the
opportunities, risks and stress scenarios within which the Company operates and to ensure that the recommended
actions of the Investment Adviser protect its portfolio of investments.
Specifically, the Risk Committee:
Recommends an overall risk appetite to the Board, monitors the principal risks to which the Company is
exposed and evaluates the strength of the mitigating controls;
Reviews the policies and process for identifying and assessing business risks and the management of those
risks by the Company;
Monitors key risk exposures ensuring that the Investment Adviser is exercising appropriate control to reduce
the likelihood of risk crystallisation resulting in financial loss, reputational damage or regulatory concern;
Reviews, challenges, monitors and approves stress and scenario tests;
Monitors investments so that they are aligned with the agreed risk appetite;
Reviews major initiatives such as related party acquisitions or initiatives in new geographies or sectors, to be
assured that appropriate due diligence has been carried out and that any associated movement in risk profile
remains within risk appetite; and
Provides oversight and advice to the Board in relation to the current and emerging risk exposures of the
Company.
The members of the Risk Committee are as follows:
Simon Holden (Chairman)
Stephen Coe
Tim Cruttenden
Anne Ewing
Margaret O’Connor
The Company Chairman, Andrew Haining, is also invited to attend meetings of the Risk Committee in an observer
capacity.
Status of the Risk Committee
Following changes outlined in last year’s Annual Report, the Risk Committee has met twice in the year since September
2024 (within its Terms of Reference), such frequency reflecting the scrutiny deemed necessary to changes in the
Company’s risk factors. In the other quarters, the Board receives a more streamlined risk report that includes
operational risk reporting from the Investment Adviser. Beyond this, as Chair of the Committee, I am the primary point
of alert for material risk indicators as Reportable Risk Events on an ‘as-arising’ basis.
Risk Classes
The Committee reviews the risk profile of the Company under a series of pre-defined risk classes. Each risk class
comprises separately identified and scored risks and mitigating controls.
52
Report of the Risk Committee (continued)
Risk Classes (continued)
The Company’s risk classes are prioritised in order of their highest overall residual risk ratings with this process
refreshed (at least) annually:
1. Relative Performance notwithstanding the strong NAV performance over the last 12 months, the
Company’s NAV per share return is lower than some growth equity peers, and behind the adjacent listed
private equity asset class over both three- and five-year intervals.
2. Portfolio Performance the ‘equity roadmap’ each portfolio company follows remains dynamic and whilst
there has been positive progress on strategic milestones towards profitability across the portfolio,
performance remains difficult to forecast with certainty. Divestments, buybacks and movements in the fair
values of the Company’s holdings have led to a further increase in the concentration of the portfolio during
the year.
3. Financial/ Capital Markets notwithstanding strong US technology trends, UK markets and investor
sentiment has been volatile towards growth equity as a mandate. Against this backdrop, the Company’s
sustained Capital Allocation Policy has served to reduce the prevailing discount to NAV.
4. Liquidity Management the Company’s liquidity position has improved markedly in the year. Consequently,
the risk score for this risk class has risen the most across all risk classes as the use of this liquidity represents
a significant opportunity cost for shareholders. This is a strategic topic that the Board has consulted on
extensively with shareholders post year-end.
5. Investment Decisions cognisant that no new investments are permitted under the current Capital
Allocation Policy, follow-on investment is permitted, and the Committee retains oversight of both the AIFM
and Investments Adviser’s due diligence processes.
6. Conflict and Compliance Management robust governance was noted across all stakeholder relationships
during the year. It is pleasing to see the Investment Adviser is now represented in the boardrooms of Starling,
Smart Pension, wefox, Deep Instinct and Secret Escapes as members of the company boards.
Risk classes assessed to be well controlled but with the potential for high impact if crystallised:
7. Regulatory and political a 3
rd
party health check was completed during the year to ensure all legal,
regulatory and corporate governance obligations of the Company are being met. Minor refinements were
recommended to ensure adherence with industry best practice.
Risk classes currently judged to have a lower overall residual risk rating:
8. The Environment, Social Impact and Good Governance (“ESG”) the Company’s policy is addressed in the
Environmental, Social and Governance report.
9. Portfolio Construction and Investment Decisions liquidity constraints and the Capital Allocation Policy
have halted new portfolio additions for a number of years. Shareholders are aware of this and understand
that disposals, capital redemptions via buybacks and fair value movements will result in diminishing
diversification within the residual portfolio.
10. Valuation the Independent Valuation Committee continues to provide insightful and consistent oversight
of the quarterly portfolio valuation process. Valuation risk has increased considering a more concentrated
portfolio, where a change in the value of one individual asset can have a more marked effect on the
Company’s NAV.
11. Central Management governance, counterparty, foreign exchange and treasury risk management controls,
some under delegation to specialist third party service providers, all remain effective.
53
Report of the Risk Committee (continued)
Risk Classes (continued)
Finally, as a standing item, the Risk Committee considers:
12. Horizon Risks themes emerging that could have an outsize impact or influence on the prospects of our
target sectors and/or portfolio companies and this year, AI adoption has been a recurring theme.
In aggregate, the residual risk profile of the Company has risen slightly this year. I’m satisfied the mitigating control
environment remains fit for purpose and that this rise is rather a result of the increased impact and likelihood of
change to i) the prospects of the Company’s portfolio of assets, and ii) the evolution of the Company under the existing
Capital Allocation Policy, that is feeding through to heightened sensitivities. This is consistent with a realisations-
focused strategy and narrowing of diversification.
Recommendation
I remind shareholders every year that growth equity as an asset class accepts a higher appetite for risk to find
investment opportunities in companies whose innovative business models stand to disrupt established industries and
markets, bringing with it the potential for outsized returns. Inevitably, there have been some investment failures in
the Company’s portfolio which share some common vintage and investment characteristics. However, in the year and
in quick succession, the Company has also crystalised profitable returns on investments in both Featurespace and
InfoSum. The Company’s portfolio, whilst smaller again than the prior year, contains fewer, even higher conviction
holdings; Starling Bank chief amongst them in terms of concentration risk.
I am satisfied that the Risk Committee is discharging its responsibilities proficiently. This report highlights the
Committee’s approach to ensuring the risks accepted under the Investment Policy continue to be appropriately
overseen and managed and so I recommend this report to the Board.
_____________________
Simon Holden
Chairman of the Risk Committee, Chrysalis Investments Limited
54
Directors’ Report
The Directors present their Annual Report and the Audited Financial Statements of the Company for the year ended
30 September 2025.
Principal Activities and Business Review
The investment objective of the Company is to generate long term capital growth through investing in a portfolio
consisting primarily of equity or equity-related investments in unquoted companies.
The Directors do not envisage any change in these activities for the foreseeable future. A description of the activities
of the Company in the year under review is given in the Chairman’s Statement and the Investment Adviser’s Report.
Business and Tax Status
The Company has been registered with the GFSC as a closed-ended investment company under RCIS Rule and
Protection of Investors (“POI”) Law and was incorporated in Guernsey on 3 September 2018. The Company operates
under The Companies (Guernsey) Law, 2008 (the “Law”).
The Company’s shares have a listing and are admitted to trading on the Closed Ended Investment Fund segment of
the London Stock Exchange’s Main Market for listed securities.
The Company’s management and administration takes place in Guernsey and the Company has been granted
exemption from income tax within Guernsey by the Administrator of Income Tax. It is the intention of the Directors to
continue to operate the Company so that each year this tax-exempt status is maintained.
In respect of the Criminal Finances Act 2017, which has introduced a new corporate criminal offence of ‘failing to take
reasonable steps to prevent the facilitation of tax evasion’, the Board confirms that they are committed to zero
tolerance towards the criminal facilitation of tax evasion.
Alternative Investment Fund Managers Directive
The Company is a non-EEA-domiciled ‘Alternative Investment Fund’ (“AIF”), as defined by the Alternative Investment
Fund Managers Directive (“AIFMD”). From 1 October 2023 to 31 March 2024, the Company was a self-managed AIF and
procured portfolio management services from Jupiter Investment Management Limited ("JIML"), under a Portfolio
Management Agreement dated 1 July 2022. On 29 January 2024, the Company entered into an AIFM and Advisory
Agreement with G1O and CIP LLP respectively. Under this agreement, with effect from 1 April 2024, G10 was appointed
as the AIFM to the Company. CIP LLP became Investment Adviser to G10. CIP LLP is an appointed representative of G10
which is authorised and regulated by the Financial Conduct Authority.
The AIFMD, as transposed into the FCA Handbook in the UK, requires that certain pre-investment information be made
available to investors in AIFs (such as the Company) and that certain regular and periodic disclosures are made.
Foreign Account Tax Compliance Act (“FATCA”)
FATCA requires certain financial institutions outside the United States (“US”) to pass information about their US
customers to the US tax authorities, the Internal Revenue Service (the “IRS”). A 30% withholding tax is imposed on the
US source income and disposal of assets of any financial institution within the scope of the legislation that fails to
comply with this requirement.
The Board of the Company has taken all necessary steps to ensure that the Company is FATCA compliant and confirms
that the Company is registered and has been issued a Global Intermediary Identification Number (“GIIN”) by the IRS.
The Company will use its GIIN to identify that it is FATCA compliant to all financial counterparties.
55
Directors’ Report (continued)
Common Reporting Standard
The Common Reporting Standard is a global standard for the automatic exchange of financial account information
developed by the Organisation for Economic Co-operation and Development (“OECD”), which has been adopted in
Guernsey and which came into effect in January 2016.
The Company is subject to Guernsey regulations and guidance on the automatic exchange of tax information and the
Board will therefore take the necessary actions to ensure that the Company is compliant in this regard.
Going Concern
The Directors have adopted the going concern basis in preparing the Audited Financial Statements.
In assessing the going concern basis of accounting, the Directors have considered the guidance issued by the Financial
Reporting Council, the Company’s own financial position, the status of global financial markets, various geopolitical
events and conflicts, the current macroeconomic climate and other uncertainties impacting on the Company’s
investments, their financial position and liquidity requirements.
At the year end, the Company had liquidity including a current cash position of £118,118,000 (2024: £44,612,000), a net
current asset position of £55,122,000 (2024: £44,660,000) and liquid listed investments amounting to £118,361,000
(2024: £2,015,000); £115,256,000 of which is locked-up until 10 March 2026 (2024: £nil).
On 24 September 2024, the Company agreed a £70,000,000 debt facility with Barclays Bank PLC which was fully drawn
on 1 October 2024. Interest accrues at a market-rate margin plus the daily SONIA rate. The facility matures on 30
September 2026. After the financial year end the Company repaid £10,000,000 of the facility. The balance of the facility
(£60,000,000) remains in place to ensure the Company retains the "buffer" element of the Capital Allocation Policy
("CAP"), which is in place to fund follow on investment requirements and working capital.
The Company generates liquidity by raising capital and from exiting investments. It uses liquidity by making
investments, paying company expenses and making returns to shareholders. The Directors ensure it has adequate
liquidity by regularly reviewing its financial position and forward-looking liquidity requirements. The Directors' going
concern assessment includes consideration of a range of likely downside scenarios which measure the impact on the
Company’s liquidity of differing assumptions for portfolio valuation, exits, follow-on investment requirements, the
settlement of the Company's liabilities and payment of expenses.
In assessing the going concern basis of accounting, the Directors have also considered the proposals to maximise
value and returns for shareholders, exploring opportunities for realisations over a three-year time horizon.
Taking all matters into account, the Directors have a reasonable expectation that the Company will continue in
operational existence for at least twelve months from the date of approval of the of the Annual Report and Audited
Financial Statements, and continue to adopt the going concern basis in preparing them.
Viability Statement
The Directors have assessed the viability of the Company over the three-year period to September 2028. The Directors
consider that three years is an appropriate period to assess viability given the Company’s style of investment and is a
sufficient investment time horizon to be relevant to shareholders.
Choosing a longer time period can present difficulties, given the lack of longer-term economic visibility and the need
for adaptation that this will inevitably create for the Company and its portfolio.
In their assessment of the viability of the Company, the Directors have considered the Company’s principal and
emerging risks and uncertainties, organised into Risk Classes by the Risk Committee (page 52).
56
Directors’ Report (continued)
Viability Statement (continued)
The Directors have reviewed financial projections which consider:
Available liquidity (Risk Class 1: Liquidity Management)
The ability of the Company to raise capital (Risk Class 2: Financial/Capital Market)
The performance (Risk Class 3: Portfolio Performance) and value of the existing portfolio (Risk Class 11:
Valuation)
The ongoing expenses of the Company
The Directors’ considered a severe downside scenario which models:
- A significant economic event, which results in a deterioration of portfolio company performance and a
recalibration of public and private markets leading to a compound 25% per annum decrease in the aggregate
portfolio value over a three-year economic cycle.
- The Company honours the committed capital return under the CAP and does not raise further capital.
- The Company repays the Barclays debt facility.
- Dislocation of public and private markets, including the prolonged closure of the IPO market, resulting in the
inability to make portfolio exits.
- A sustained period of inflation of approximately 10% per annum.
At year end, the Company has liquidity including a current cash position of £118,118,000 (2024: £44,612,000), a net
current asset position of £55,122,000 (2024: £44,660,000) and liquid listed investments amounting to £118,361,000
(2024: £2,015,000); £115,256,000 of which is locked-up until 10 March 2026 (2024: £nil). This available liquidity would
sustain the business over the course of the viability period.
As part of the viability assessment, the Directors have also considered the proposals to maximise value and returns for
shareholders, exploring opportunities for realisations over a three-year time horizon.
The Directors, having considered the above and having carried out a robust assessment of the principal and emerging
risks facing the Company, have concluded that there is a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over the three-year period to September 2028.
Results and Dividends
The results attributable to shareholders for the year are shown in the Statement of Comprehensive Income.
The Directors have not declared a dividend for the year (2024: £nil).
Directors
The Directors of the Company who served during the year and to date are set out on pages 39 to 44.
57
Directors’ Report (continued)
Directors’ Interests (continued)
Directors’ Interests
The Directors held the following interests in the share capital of the Company either directly or beneficially as at 30
September 2025, and as at the date of signing these Audited Financial Statements:
Number of % of Ordinary Shares outstanding
Ordinary Shares as at 30 September 2025
Andrew Haining 79,000 0.0155
Stephen Coe 60,909 0.0120
Simon Holden 89,500 0.0176
Anne Ewing 55,000 0.0108
Tim Cruttenden 21,298 0.0042
Margaret O'Connor - -
S Cruttenden (son of Tim Cruttenden) 11,170 0.0022
As at 30 September 2024 the following Directors had holdings in the Company:
Number of % of Ordinary Shares outstanding
Ordinary Shares as at 30 September 2024
Andrew Haining 79,000 0.0133
Stephen Coe 60,909 0.0102
Simon Holden 89,500 0.0150
Anne Ewing 55,000 0.0092
Tim Cruttenden 21,298 0.0036
Margaret O'Connor - -
S Cruttenden (son of Tim Cruttenden) 11,170 0.0019
Under their terms of appointment, the Directors’ total remuneration (including one-off fees) are as disclosed below:
The Directors’ compensation is reviewed annually and effective 1 October 2025, each Director is paid a basic fee of
£62,500 (2024: £62,500) per annum by the Company. In addition to this, the Chairman will receive an extra £22,500
(2024: £22,500) per annum. The Risk Committee Chairman will receive an extra £5,000 (2024: £5,000) per annum and
the Audit Committee Chairman will receive an extra £5,000 (2024: £5,000) per annum. Refer to page 48 for more
information regarding Directors’ remuneration.
Lord Rockley, Diane Seymour-Williams and Jonathan Biggs receive £42,000 (2024: £40,000) each per annum as
members of the Valuation Committee. Lord Rockley, Diane Seymour-Williams and Jonathan Biggs are not Directors of
the Company.
Risks and Uncertainties
There are several potential risks and uncertainties which could have a material impact on the Company's performance
and could cause actual results to differ materially from expected and historical results.
58
Directors’ Report (continued)
Risks and Uncertainties (continued)
The Risk Committee has overall responsibility for risk management and control within the context of achieving the
Company’s objectives. The Board agrees the strategy for the Company, approves the Company’s risk appetite and the
Risk Committee monitors the risk profile of the Company. The Risk Committee also maintains a risk management
process to identify, monitor and control risk concentration.
The execution of the Company’s Investment Policy requires a high appetite for risk and opportunity, and the Risk
Committee's terms of reference, controls and reporting have been designed to manage this environment as far as
practicable. The Board’s responsibility for conducting a robust assessment of the principal and emerging risks is
embedded in the Company’s risk map, which helps position the Company to ensure compliance with the Association
of Investment Companies Code of Corporate Governance (the “AIC Code”).
The principal risks to which the Company will be exposed are given in note 18 to the Annual Report and Audited
Financial Statements.
The main risks that the Company faces arising from its financial instruments are:
(i)
market risk, including:
price risk, being the risk that the value of investments will fluctuate because of changes in more
investee-company specific performance as well as market pricing of comparable businesses;
interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because
of changes in interest rates; and
foreign currency risk, being the risk that the value of financial assets and liabilities will fluctuate because
of movements in currency rates.
(ii)
credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered with the Company
.
(iii)
liquidity risk, being the risk that the Company will not be able to meet its liabilities when they fall due. This
may arise should the Company not be able to liquidate its investments.
(iv)
company failure, being the risk that companies invested in may fail and result in loss of capital invested.
To manage such risks the Company shall comply with the investment restrictions and diversification limits provided
for in the Prospectus. The Company will invest and manage its assets with the objective of spreading risk. Further to
the investment restrictions discussed, the Company also seeks to manage risk by:
not incurring debt over 20% of its NAV, calculated at time of drawdown. The Company will target repayment of
such debt within twelve months of drawdown; and
entering from time to time into hedging or other derivative arrangements for the purposes of efficient portfolio
management, managing where appropriate, any exposure through its investments to currencies other than
Sterling.
For further details with respect to the processes for identifying, monitoring and controlling risks to which the Company
is exposed, see the Report of the Risk Committee on pages 51 to 53.
59
Directors’ Report (continued)
Emerging Risks
Persistent Inflationary Pressures
While headline inflation has moderated globally, core inflation remains sticky, especially for services, housing and
workforce costs. In the US for example, core inflation was around 3% for September 2025, with risks of reacceleration
due to tariffs and supply-side constraints.
High Global Debt
Public and private debt levels exceed 235% of global GDP, creating refinancing risks as bond yields remain elevated.
This is particularly acute in advanced economies where restrictive monetary policies have raised debt servicing costs.
Geopolitical Tensions and Trade Fragmentation
Ongoing conflicts, including in the Middle East, and renewed trade wars, especially US vs China tech disputes, are
increasing uncertainty. Export controls and tariffs are driving structural shifts in global trade.
The ceasefire between Israel and Hamas, brokered in October, is fragile. Sporadic Israeli airstrikes and Hamas attacks
continue, undermining stability and raising fears of renewed large-scale conflict.
Uneven Global Growth
Global GDP growth is forecast at ~2.5% for 2025, according to the IMF, but there is stark regional divergence: the US
remains resilient while the Eurozone is stagnant.
ESG and Climate Change Risks and Considerations
The Board of Directors have carefully considered the impact of climate change and ESG related risks on the Company’s
business strategy and the impact of the Company’s operations on the local community and environment. This analysis
has taken place at both the level of the Company and at the investment portfolio level.
As an investment company with no employees, the Company itself has only a minimal footprint on the local
community and environment, but recognises that everyone has a part to play in the reduction of adverse
environmental impacts and ensuring the company’s operations have a positive impact on society and the generation
of long term sustainable value.
Further information on how the Board and CIP LLP manage the Company’s ESG and climate change related risks at
the investment portfolio level can be found within the Environmental, Social and Corporate Governance Report on
pages 28 to 33. This includes the integration of ESG analysis into the investment process.
Ongoing Charges
The ongoing charges figure for the year was 0.86% (2024: 0.72%). The ongoing charges represent ongoing annual
expenses of £7,537,392 (2024: £6,217,319) divided by total average Net Asset Value for the year of £874,947,116 (2024:
£858,854,011). The ongoing charges have also been prepared in accordance with the recommended methodology
provided by the Association of Investment Companies where finance costs of £7,848,961 (2024: £nil), investment sale
and purchase costs of £325,453 (2024: £33,564) and performance fees of £nil (2024: £nil) have been excluded and
represent the percentage reduction in shareholder returns as a result of recurring operational expenses.
60
Directors’ Report (continued)
Investment Management and Administration
AIFM and Investment Advisory Agreement and Fees
The Directors are responsible for managing the business affairs of the Company in accordance with the Articles of
Incorporation and the investment policy and have overall responsibility for the Company’s activities including its
investment activities and reviewing the performance of the Company’s portfolio.
The Directors have, however, appointed G10 to perform delegated investment management functions.
The Company entered into a tripartite agreement with G10 and CIP LLP, with effect from 1 April 2024. G10 is the AIFM
to the Company. CIP LLP is the investment adviser to G10. CIP LLP is an appointed representative of G10, which is
authorised and regulated by the Financial Conduct Authority.
Administrator
IQ EQ has been appointed as Administrator and Company Secretary to the Company pursuant to a master services
agreement. The Administrator is responsible for the maintenance of the books and financial accounts of the Company
and the calculation, in conjunction with the Investment Adviser, of the Net Asset Value of the Company and the shares.
Depositary
The Depositary of the Company is Citibank UK Limited.
Corporate Governance Statement
The Corporate Governance Statement forms part of the Directors’ Report.
Board Responsibilities
The Board comprises six non-executive Directors, who meet at least quarterly to consider the affairs of the Company
in a prescribed and structured manner. All Directors are considered independent of the Investment Adviser for the
purposes of the AIC Code and Listing Rule 15.2.12A. Biographies of the Directors for the year ended 30 September 2025
appear on pages 39 to 41 which demonstrate the wide range of skills and experience they bring to the Board.
The Directors, in the furtherance of their duties, may take independent professional advice at the Company’s expense,
which is in accordance with principle 13 of the AIC Code. The Directors also have access to the advice and services of
the Company Secretary through its appointed representatives who are responsible to the Board for ensuring that the
Board’s procedures are followed, and that applicable rules and regulations are complied with.
To enable the Board to function effectively and allow the Directors to discharge their responsibilities, full and timely
access is given to all relevant information.
The Directors are requested to confirm their continuing professional development is up to date and any necessary
training is identified during the annual performance reviews carried out and recorded by the Remuneration and
Nomination Committee.
At each annual general meeting of the Company, each director shall retire from office and each director may offer
themselves for election or re-election by the shareholders.
61
Directors’ Report (continued)
Conflicts of Interest
None of the Directors nor any persons connected with them had a material interest in any of the Company’s
transactions, arrangements or agreements at the date of this report and none of the Directors has or had any interest
in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company,
and which was affected by the Company during the reporting year.
At the date of this Annual Report, there are no outstanding loans or guarantees between the Company and any
Director.
Committees
The Company has established: the Audit Committee, the Remuneration and Nomination Committee, the Risk
Committee, Valuation Committee and the Management Engagement Committee (together the “Committees”). Terms
of Reference for each committee is available on request from the Administrator and on the Company’s website
https://chrysalisinvestments.co.uk/investor-relations/.
The Audit Committee
Stephen Coe is the Chairman of the Audit Committee. A full report regarding the Audit Committee can be found in the
Audit Committee Report.
Remuneration and Nomination Committee
In accordance with the AIC Code, a Remuneration and Nomination Committee has been established. Anne Ewing has
been appointed as Chairman. The Remuneration and Nomination Committee meets at least once a year in
accordance with the terms of reference and reviews, inter alia, the structure, size and composition of the Board.
Details of the Directors’ remuneration can be found in note 19 and page 48.
Management Engagement Committee
Margaret O’Connor has been appointed Chairman of the Management Engagement Committee. The Management
Engagement Committee will meet formally at least once a year for the purpose, amongst other things, of reviewing
the actions and judgments of the Investment Adviser and the terms of the Portfolio Management Agreement. Details
of the management and performance fees can be found in note 6.
Risk Committee
Simon Holden is the Chairman of the Risk Committee. A full report regarding the Risk Committee can be found in the
Risk Committee Report.
Valuation Committee
Lord Anthony Rockley is the Chairman of the Valuation Committee with Tim Cruttenden, Diane Seymour-Williams and
Jonathan Biggs as members.
Substantial Shareholdings
On 28 November 2025, the latest practicable date for disclosure in this Annual Report, funds managed by Asset Value
Investors held 17.6% of the share capital of the Company. No other shareholder had a holding of greater than 10% of
the Company.
62
Directors’ Report (continued)
Shareholder Communication
The Company’s main method of communication with shareholders is through its published Half Yearly and Annual
Reports which aim to provide shareholders with a fair, balanced and understandable view of the Company’s results
and objectives.
This is supplemented by the publication of the Company’s quarterly net asset values on its Ordinary Shares on the
London Stock Exchange.
In line with principle 16 of the AIC Code, the Investment Adviser communicates with both the Chairman and
shareholders and is available to communicate and meet with major shareholders. The Company has also appointed
Panmure Liberum Limited and Deutsche Numis to liaise with all major shareholders together with the Investment
Adviser, all of whom report back to the Board at quarterly board meetings ensuring that the Board is fully aware of
shareholder sentiment, expectations and analyst views.
The Company’s website, which is maintained by the Investment Adviser, is regularly updated with news and
announcements. Information published online is accessible in many countries each with differing legal requirements
relating to the preparation and dissemination of financial information. Users of the Company’s website are
responsible for informing themselves of how the requirements in their own countries may differ from those of
Guernsey.
Relations with Shareholders
All holders of Ordinary Shares in the Company have the right to receive notice of, attend and vote at the general
meetings of the Company.
At each general meeting of the Company, the Board and the Investment Adviser are available to discuss issues
affecting the Company.
Shareholders are additionally able to contact the Board directly outside of meetings via the Company’s dedicated e-
mail address (chrysalisgsyteam@iqeq.com) or by post via the Company Secretary. Alternatively, shareholders are able
to contact the Investment Adviser directly (enquiries@chrysalisllp.co.uk) or the Senior Independent Director
(chrysalisgsyteam@iqeq.com) for issues they feel they may be unable to raise directly with the Company itself.
The Company has adopted a zero-tolerance policy towards bribery and is committed to carrying out business fairly,
honestly and openly.
Stewardship Code
The Company is committed to the principles of the Financial Reporting Council’s UK Stewardship Code and this also
constitutes the disclosure of that commitment required under the rules of the FCA (Conduct of Business Rule 2.2.3).
Global Greenhouse Gas Emissions
The Company does not have any employees or physical offices, and most of its operations are carried out by external
service providers. Consequently, it is not responsible for any additional emission sources under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations 2013.
For the same reason, the Company qualifies as a low-energy user under the Streamlined Energy and Carbon Reporting
(SECR) framework and is therefore exempt from the requirement to disclose energy consumption and carbon
emissions data.
63
Directors’ Report (continued)
Task Force for Climate-related Financial Disclosures (“TCFD”)
Under the UK Listing Rules, the Company, as a closed-ended investment entity, is not required to comply with the Task
Force on Climate-related Financial Disclosures (TCFD) framework.
Although TCFD obligations do not currently apply to the Company itself, its appointed Alternative Investment Fund
Manager (AIFM) must prepare a climate-related financial disclosure report at the product level. This requirement
follows the Financial Conduct Authority’s (FCA) ESG Sourcebook, which incorporates rules and guidance aligned with
TCFD recommendations. These disclosures aim to provide institutional investors and other market participants with
information on climate-related risks and impacts associated with the AIFM’s TCFD-relevant activities. The product-
level report can be accessed on the Company’s website.
Signed on behalf of the Board by:
_____________________
Andrew Haining
Chairman
64
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and Audited Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Audited Financial Statements for each financial year. Under that law
they are required to prepare the Audited Financial Statements in accordance with International Financial Reporting
Standards as adopted by the EU and applicable law.
Under company law the Directors must not approve the Audited Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Company and of its profit or loss for that year. In preparing
these Audited Financial Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant and reliable;
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the Financial Statements;
assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that its Financial Statements comply with the Companies (Guernsey) Law, 2008. They are
responsible for such internal control as they determine is necessary to enable the preparation of Financial
Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Legislation in Guernsey governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are aware,
there is no relevant audit information of which the Company’s Auditor is unaware; and that each Director has taken
all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that information.
Responsibility statement of the Directors in respect of the Annual Report
We confirm that to the best of our knowledge:
the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
the Directors’ Report (comprising the Chairman’s Statement, the Investment Adviser’s Report, and Directors’
Report) includes a fair review of the development and performance of the business and the position of the
Company, together with a description of the principal risks and uncertainties that it faces.
65
Statement of Directors’ Responsibilities (continued)
Responsibility statement of the Directors in respect of the Annual Report (continued)
We consider the Annual Report and Audited Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
Signed on behalf of the Board by:
_____________________
Andrew Haining
Chairman
18 December 2025
66
Audit Committee Report
In accordance with the AIC Code, an Audit Committee has been established consisting of Anne Ewing, Simon Holden,
Margaret O’Connor and Stephen Coe, who is the Chairman of the Audit Committee.
Membership and Role of the Committee
The Audit Committee meets at least twice a year and, when requested, provides advice to the Board on whether the
Annual Report and Audited Financial Statements, taken as a whole, is fair, balanced and understandable and provides
information necessary for the shareholders to assess the Company’s performance, business model and strategy. The
Audit Committee also reviews, inter alia, the financial reporting process and the system of internal control and
management of financial risks, including understanding the current areas of greatest financial risk and how these are
managed by the Investment Adviser, reviewing the Annual Report and Audited Financial Statements, assessing the
fairness of Audited Financial Statements and disclosures and reviewing the external audit process. The Audit Committee
is responsible for overseeing the Company’s relationship with the external auditor (the “Auditor”), including making
recommendations to the Board on the appointment of the Auditor and their remuneration.
The Audit Committee considers the nature, scope and results of the Auditor’s work and reviews, and develops and
implements a policy on the supply of any non-audit services that are to be provided by the Auditor. The Audit Committee
annually reviews the independence and objectivity of the Auditor and considers the appointment of an appropriate
Auditor.
The continuation of the Auditor was considered and the Board subsequently decided that the Auditor was sufficiently
independent and was appropriately appointed in order to carry out the audit of the Company For the year ended 30
September 2025. Appointment of the Auditor will be reviewed each year before the AGM. The level of non-audit versus
audit services is monitored. The table below summarises the remuneration for services provided to the Company to
KPMG Channel Islands Limited (“KPMG”) for audit and non-audit services during the year ended 30 September 2025.
30 September 30 September
2025 2024
£'000 £'000
Annual audit fee 160 160
Interim review 52 52
212 212
Non-audit services provided in the year arose in connection with the review of the Company’s interim financial
statements. Notwithstanding such services, the Audit Committee considers KPMG to be independent of the Company
and that the provision of such non-audit services is not a threat to the objectivity and independence of the conduct of
the auditor as appropriate safeguards are in place.
Internal Control
The Company is responsible for the process surrounding the valuation of its investment portfolio. The Company has
delegated these processes to its independent Valuation Committee which reviews third party valuations of unlisted
investments. The Audit Committee liaises with the Valuation Committee regularly and reviews minutes of Valuation
Committee meetings. For all other processes of the Company responsibility for internal control lies with third-party
service providers. These controls are monitored by the Board reviewing and challenging reports from these service
providers and through segregation of duties between them.
67
Audit Committee Report (continued)
Internal Control (continued)
The Audit Committee monitors the financial reporting process and tasks undertaken in the production of the Annual
Report and Audited Financial Statements. The administration and company secretarial duties of the Company are
performed by IQ EQ.
Registrar duties are performed by Computershare Investor Services (Guernsey) Limited.
The custody of financial assets is undertaken by Citibank UK Limited.
The Company does not have an internal audit department. All the Company’s management and administration
functions are delegated to independent third parties and it is therefore felt there is no need for the Company to have an
internal audit function. The Audit Committee have assessed the Company’s internal controls and found them to be
satisfactory.
Fair Value Estimation
The valuation of the Company’s investments is considered to be a significant area of focus given that they represent the
majority of the net assets of the Company and in view of the significance of the estimates and judgments that may be
involved in the determination of their fair value. In discharging its responsibilities, the Audit Committee has specifically
considered the valuation of investments as follows:
Independent third-party valuation firms are engaged to provide assistance, advice, assurance, and
documentation in relation to the portfolio valuations. Valuations are then submitted to the AIFM, Investment
Adviser and the Company's Valuation Committee for review. The Board reviews these portfolio valuations on a
regular basis throughout the year. The Audit Committee’s ultimate responsibility is to review the portfolio
valuations.
Reporting to the Board on the significant judgment made in the preparation of the Company’s Annual Report
and Audited Financial Statements and recommending valuations of the Company’s investments to the Board.
The Audit Committee will recommend the Board and or Independent Valuation Committee engages
independent valuers for specific assets where it considers it appropriate.
External Audit
The Audit Committee will hold an annual meeting to approve the Company’s Annual Report and Audited Financial
Statements before its publication. During the current year the Audit Committee met with the Auditor to discuss the audit
plan and approach.
During this meeting it was agreed with the Auditor that the area of significant audit focus related to the valuation of
investments given that they represent the majority of net assets of the Company and their valuation involves significant
judgement. The scope of the audit work in relation to this asset class was discussed.
The Audit Committee reviews cash flow and working capital reports as part of the review of annual and semi-annual
financial statements, together with taking into consideration significant events such as the continuation vote. At the
conclusion of the audit, the Audit Committee met with the Auditor and discussed the scope of their annual audit work
and their audit findings.
68
Audit Committee Report (continued)
External Audit (continued)
The Audit Committee reviews the scope and results of the audit, its cost effectiveness, and the independence and
objectivity of the Auditor. The Audit Committee has particular regard to any non-audit work that the Auditor may
undertake and the terms under which the Auditor may be appointed to perform non-audit services. In order to safeguard
the Auditor’s independence and objectivity, the Audit Committee ensures that any other advisory and/or consulting
services provided by the Auditor does not conflict with their statutory audit responsibilities.
To fulfil its responsibilities regarding the independence of the Auditor, the Audit Committee considered:
a report from the Auditor describing their arrangements to identify, report and manage any conflicts of interest;
and
the extent of the non-audit services provided by the Auditor.
To assess the effectiveness of the Auditor, the committee reviewed:
the Auditor’s fulfilment of the agreed audit plan and variations from it;
the audit findings report highlighting any major issues that arose during the course of the audit; and
the effectiveness and independence of the Auditor having considered the degree of diligence and professional
scepticism demonstrated by them.
The Audit Committee is satisfied with KPMG‘s effectiveness and independence as Auditor.
During the year the Audit Committee met three time with all members present (refer to Director Attendance on page 42).
Reappointment of auditor
On 1 October 2025, KPMG Channel Islands Limited changed its name to KPMG Audit Limited.
The Auditor, KPMG Audit Limited, has expressed its willingness to continue in office as Auditor. A resolution proposing
their reappointment will be submitted at the forthcoming general meeting to be held pursuant to section 199 of the Law.
_____________________
Stephen Coe
Chairman of the Audit Committee, Chrysalis Investments Limited
69
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
Our opinion is unmodified
We have audited the financial statements of Chrysalis Investments Limited (the “Company”), which comprise the
statement of financial position as at 30 September 2025, the statements of comprehensive income, changes in equity
and cash flows for the year then ended, and notes, comprising material accounting policies and other explanatory
information.
In our opinion, the accompanying financial statements:
give a true and fair view of the financial position of the Company as at 30 September 2025, and of the Company’s
financial performance and cash flows for the year then ended;
are prepared in accordance with International Financial Reporting Standards as adopted by the EU (“IFRS”); and
comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of
the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as required by the Crown
Dependencies' Audit Rules and Guidance. We believe that the audit evidence we have obtained is a sufficient and
appropriate basis for our opinion.
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of
the financial statements and include the most significant assessed risks of material misstatement (whether or not due to
fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the
key audit matter was as follows (unchanged from 2024):
The risk
Our response
Valuation of unquoted investments
held at fair value through profit or
loss
£701,088,000 (2024: £793,656,000)
Refer to the Audit Committee Report
(pages 66-68 of the Annual Report),
notes 2(h), 3, 10 and 18.
Basis:
The Company’s unquoted
investments (the “Investments”) are
classified, recognised and measured
at fair value through profit or loss in
accordance with IFRS 9. The
Investments represent 80.2% (2024:
94.5%) of the Company’s net assets
as at 30 September 2025.
Our audit procedures included but
were not limited to:
Internal controls:
We evaluated the design and
implementation of the control in
place over the valuation of the
Company’s Investments.
70
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Key audit matters: our assessment of the risks of material misstatement (continued)
The risk
Our response
The Company’s Investments are
valued by using recognised
valuation methodologies and
models, in accordance with the
International Private Equity and
Venture Capital Valuation (“IPEV”)
Guidelines, 2022.
The Company utilises an
independent third-party valuation
firm (the “Valuation Agent”) to assist
and advise on their valuation
process.
Risk:
The valuation of the Company’s
Investments is a significant area of
our audit, given that it represents a
significant portion of the net assets
of the Company.
The valuation risk of the
Investments incorporates a risk of
error given the significance of
estimates and judgements that may
be involved in the determination of
fair value.
On the basis of the above we
determined that the valuation of
Investments have a high degree of
estimation uncertainty giving rise to
a potential range of reasonable
outcomes greater than our
materiality for the financial
statements as a whole. The financial
statements disclose in note 18 the
sensitivities estimated by the
Company.
We performed the procedures below
rather than seeking to rely on the
controls as the nature of the balance
is such that we would expect to
obtain audit evidence primarily
through the detailed procedures
described.
Challenging management’s
assumptions and inputs including
use of our KPMG valuation specialist:
we held discussions with the
Investment Adviser and Valuation
Agent and attended, in an
observation capacity, a meeting
of the Board of Directors of the
Company, to understand the
valuation approach and the key
judgements made;
we assessed the scope of the
services provided by the
Valuation Agent and read the
valuation reports prepared by
them to understand the specific
methodologies and the valuation
assumptions applied; and
we assessed the objectivity,
capability and competence of the
Valuation Agent.
For a risk-based sample of
Investments, with the support of our
KPMG valuation specialist, we
critically assessed the valuations by:
assessing the reasonableness
and appropriateness of the
valuation approach and
methodology applied;
71
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Key audit matters: our assessment of the risks of material misstatement (continued)
The risk
Our response
challenging and corroborating
the key assumptions used in the
valuations and, where possible,
benchmarking these to
observable market data;
corroborating key investee
company inputs used in the
valuation models and recent
investment transactions to
supporting documentation; and
obtaining an understanding of
how the impact of global
economic factors and the
resultant uncertainty have been
reflected in the valuation of the
Investments.
Assessing disclosures:
We also considered the Company’s
disclosures (see notes 3 and 18) in
relation to the use of estimates and
judgements regarding the valuation
of investments and the Company’s
investment valuation policies
adopted in note 2(h) and fair value
disclosures in note 18 for compliance
with the relevant accounting
standards.
Our application of materiality and an overview of the scope of our audit
Materiality for the financial statements as a whole was set at £16,500,000, determined with reference to a benchmark
of net assets of £874,571,000, of which it represents approximately 1.9% (2024: 2.0%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a
lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material amount across the financial statements as a whole.
Performance materiality for the Company was set at 75% (2024: 75%) of materiality for the financial statements as a
whole, which equates to £12,300,000. We applied this percentage in our determination of performance materiality
because we did not identify any factors indicating an elevated level of risk.
72
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Our application of materiality and an overview of the scope of our audit (continued)
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £825,000, in
addition to other identified misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level specified above, which has informed our identification
of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed
above.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the
Company or to cease its operations, and as they have concluded that the Company's financial position means that this is
realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over
its ability to continue as a going concern for at least a year from the date of approval of the financial statements (the
“going concern period").
In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and
analysed how those risks might affect the Company's financial resources or ability to continue operations over the going
concern period. The risks that we considered most likely to affect the Company's financial resources or ability to continue
operations over this period were availability of capital to meet operating costs and other financial commitments.
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe,
but plausible downside scenarios that could arise from these risks individually and collectively against the level of
available financial resources indicated by the Company’s financial forecasts.
We considered whether the going concern disclosure in note 2 (b) to the financial statements gives a full and accurate
description of the directors' assessment of going concern.
Our conclusions based on this work:
we consider that the directors' use of the going concern basis of accounting in the preparation of the financial
statements is appropriate;
we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to
events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue
as a going concern for the going concern period; and
we have nothing material to add or draw attention to in relation to the directors' statement
in the notes to the
financial statements on the use of the going concern basis of accounting with no material uncertainties that may
cast significant doubt over the Company's use of that basis for the going concern period, and that statement is
materially consistent with the financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a
guarantee that the Company will continue in operation.
73
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Fraud and breaches of laws and regulations ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
enquiring of management as to the Company’s policies and procedures to prevent and detect fraud as well as
enquiring whether management have knowledge of any actual, suspected or alleged fraud;
reading minutes of meetings of those charged with governance; and
using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards, and taking into account possible incentives or pressures to misstate performance and
our overall knowledge of the control environment, we perform procedures to address the risk of management override
of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On
this audit we do not believe there is a fraud risk related to revenue recognition because the Company’s revenue streams
are simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or
agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.
We performed procedures including:
identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries
to supporting documentation; and
incorporating an element of unpredictability in our audit procedures.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial
statements from our sector experience and through discussion with management (as required by auditing standards),
and from inspection of the Company’s regulatory and legal correspondence, if any, and discussed with management the
policies and procedures regarding compliance with laws and regulations. As the Company is regulated, our assessment
of risks involved gaining an understanding of the control environment including the entity’s procedures for complying
with regulatory requirements.
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of
our procedures on the related financial statement items.
The Company is subject to other laws and regulations where the consequences of non-compliance could have a material
effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or
impacts on the Company’s ability to operate. We identified financial services regulation as being the area most likely to
have such an effect, recognising the regulated nature of the Company’s activities and its legal form.
74
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Fraud and breaches of laws and regulations ability to detect (continued)
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations (continued)
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to
enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of
operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that
breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from
the events and transactions reflected in the financial statements, the less likely the inherently limited procedures
required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to
detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected
to detect non-compliance with all laws and regulations.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
annual report but does not include the financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and we do not express an audit opinion or any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Disclosures of emerging and principal risks and longer term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors
disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our
audit knowledge. We have nothing material to add or draw attention to in relation to:
the directors’ confirmation within the Viability Statement (pages 55 and 56) that they have carried out a robust
assessment of the emerging and principal risks facing the Company, including those that would threaten its business
model, future performance, solvency or liquidity;
the emerging and principal risks disclosures describing these risks and explaining how they are being managed or
mitigated;
75
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Disclosures of emerging and principal risks and longer term viability (continued)
the directors’ explanation in the Viability Statement (pages 55 and 56) as to how they have assessed the prospects of
the Company, over what period they have done so and why they consider that period to be appropriate, and their
statement as to whether they have a reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the Viability Statement, set out on pages 55 and 56 under the Listing Rules. Based on the
above procedures, we have concluded that the above disclosures are materially consistent with the financial statements
and our audit knowledge.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors
corporate governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the financial
statements and our audit knowledge:
the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair,
balanced and understandable, and provides the information necessary for shareholders to assess the Company’s
position and performance, business model and strategy;
the section of the annual report describing the work of the Audit Committee, including the significant issues that the
audit committee considered in relation to the financial statements, and how these issues were addressed; and
the section of the annual report that describes the review of the effectiveness of the Company’s risk management
and internal control systems.
We are required to review the part of Corporate Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report
in this respect.
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to
report to you if, in our opinion:
the Company has not kept proper accounting records; or
the financial statements are not in agreement with the accounting records; or
we have not received all the information and explanations, which to the best of our knowledge and belief are
necessary for the purpose of our audit.
76
Independent Auditor’s Report to the Members of Chrysalis Investments Limited
(continued)
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on pages 64 and 65, the directors are responsible for: the preparation
of the financial statements including being satisfied that they give a true and fair view; such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error; assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate
the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by persons other than the Company's
members as a body
This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies
(Guernsey) Law, 2008. 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.
Dermot Dempsey
For and on behalf of KPMG Audit Limited
Chartered Accountants and Recognised Auditors
Guernsey
18 December 2025
77
Statement of Comprehensive Income
For the year ended 30 September 2025
Note
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investments
Net gains on investments
held at fair value through
profit or loss 10 - 131,028
131,028
-
45,832 45,832
Net losses on currency
movements
- (1,537) (1,537) - (1,230) (1,230)
Net investment
gains
- 129,491 129,491 - 44,602 44,602
Interest income 5 4,099 - 4,099 834 - 834
Other income 2,591 2,591 - - -
Total income 6,690 - 6,690 834 - 834
Advisory and management
fees
6 (4,748) - (4,748) (2,987) - (2,987)
Other expenses 7 (3,115) - (3,115) (3,230) - (3,230)
(1,173) 129,491 128,318 (5,383) 44,602 39,219
Finance costs 14 (7,849) - (7,849) - - -
Gains/(losses) before
taxation
(9,022) 129,491 120,469 (5,383) 44,602 39,219
Tax expense - - - - - -
Total gains/(losses) and
comprehensive gain/(loss)
for the year
Gain/(loss) per Ordinary
Share (pence)
8 (1.65) 23.74 22.09 (0.90) 7.49 6.59
Year ended
Year ended
Gains/(losses) before
finance costs and taxation
(9,022)
129,491
120,469
(5,383)
30 September 2025
30 September 2024
39,219
44,602
The total column of this statement represents the Statement of Comprehensive Income of the Company prepared in
accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”).
The supplementary revenue and capital return columns are prepared under guidance published by the Association of
Investment Companies (“AIC”).
All items in the above statement derive from continuing operations.
The notes on pages 81 to 108 form an integral part of these Audited Financial Statements.
78
Statement of Financial Position
As at 30 September 2025
2025 2024
Note £'000 £'000
Non-current assets
Investments held at fair value through profit or loss 10
819,449 795,671
Current assets
Cash and cash equivalents 11
118,118 44,612
Other receivables 12
9,415 1,376
127,533 45,988
Total assets
946,982 841,659
Current liabilities
Advisory and management fees payable
(401) (385)
Other payables 13
(1,082) (943)
Loans and borrowings 14
(70,928) -
Total liabilities
(72,411) (1,328)
Net assets
874,571 840,331
Equity
Share capital 15
774,424 860,653
Revenue reserve
(42,618) (33,596)
Capital reserve
142,765 13,274
Total equity
874,571 840,331
Net asset value per Ordinary Share (pence) 16
171.65 141.26
Number of Ordinary Shares outstanding 15
509,499,538 594,892,952
Approved by the Board of Directors and authorised for issue on 18 December 2025 and signed on its behalf by:
Stephen Coe
Director
The notes on pages 81 to 108 form an integral part of these Audited Financial Statements.
79
Statement of Changes in Equity
For the year ended 30 September 2025
Share Revenue Capital
capital reserve reserve Total
Note £'000 £'000 £'000 £'000
At 1 October 2023
860,890 (28,213) (31,328) 801,349
Total gains/(losses) and comprehensive gain/(loss)
for the year
- (5,383) 44,602 39,219
Treasury shares acquired 15 (237) - - (237)
At 30 September 2024
860,653 (33,596) 13,274 840,331
Total gains/(losses) and comprehensive gain/(loss)
for the year
- (9,022) 129,491 120,469
Treasury shares acquired 15 (86,229) - - (86,229)
At 30 September 2025
774,424 (42,618) 142,765 874,571
The notes on pages 81 to 108 form an integral part of these Audited Financial Statements.
80
Statement of Cash Flows
For the year ended 30 September 2025
2025 2024
Note £'000 £'000
Cash flows from operating activities
Cash used in operating activities 17 (6,756) (8,384)
Interest income received 4,134 731
Purchase of investments
6
10 (31,737) (23,421)
Sale of investments
7
10,12 130,731 53,029
Net losses on currency movements 1,537 1,230
Net cash generated from operating activities 97,909 23,185
Cash flows from financing activities
Proceeds from drawdown of loan facility 14 68,323 -
Loan interest paid 14 (5,244) -
Repurchase of shares (85,861) -
Net cash used in financing activities (22,782) -
Net increase in cash and cash equivalents 75,127 23,185
Cash and cash equivalents at the beginning of the year 44,612 22,626
Net losses on cash currency movements (1,621) (1,199)
Cash and cash equivalents at the end of the year 118,118 44,612
Cash and cash equivalents comprise of the following:
- Cash at bank 61,631 44,612
- Time deposits 15,000 -
- Exchange-traded funds
41,487 -
118,118 44,612
The notes on pages 81 to 108 form an integral part of these Audited Financial Statements.
67
6
The amounts disclosed include foreign exchange gains of £56,000 (2024: £nil) on the purchase of shares in Klarna Group PLC.
7
The amounts disclosed include foreign exchange gains of £35,000 (2024: £nil) on receipt of deferred proceeds from the sale of Graphcore.
81
Notes to the Audited Financial Statements
For the year ended 30 September 2025
1. Reporting Entity
Chrysalis Investments Limited (the “Company”) is a closed-ended investment company, registered in Guernsey on 3
September 2018, with registered number 65432. The Company’s registered office is PO Box 60, Fourth Floor, Plaza
House, Admiral Park, St Peter Port, Guernsey, GY1 4BF.
The Company is a Registered Closed-ended Collective Investment Scheme regulated by the Guernsey Financial Services
Commission (“GFSC”), with reference number 2404263, pursuant to the Protection of Investors (Bailiwick of Guernsey)
Law 2020, as amended and the Registered Closed-ended Investment Scheme Rules 2021.
The Company’s 595,150,414 shares in issue, of which 85,650,876 are treasury shares (refer to note 15), under ticker
CHRY, SEDOL BGJYPP4 and ISIN GG00BGJYPP46 have a listing on the Closed Ended Investment Fund segment
and are admitted to trading on the London Stock Exchange’s Main Market for listed securities. The Company
invests in a diversified portfolio consisting primarily of equity and equity-related securities issued by unquoted
companies.
G10 Capital Limited (“G10”) is the AIFM to Chrysalis Investments Limited. Chrysalis Investment Partners LLP (“CIP
LLP”) is the Investment Adviser to G10. CIP LLP is an appointed representative of G10 which is authorised and
regulated by the Financial Conduct Authority. The administration of the Company is delegated to IQ EQ Fund
Services (Guernsey) Limited (the "Administrator").
2. Material accounting policies
(a) Basis of accounting
The Audited Financial Statements have been prepared in compliance with International Financial Reporting
Standards as adopted by the European Union (“IFRS”). The Audited Financial Statements give a true and fair view
and comply with the Companies (Guernsey) Law, 2008.
Where presentational guidance set out in the Statement of Recommended Practice (“SORP”) for investment
companies issued by the Association of Investment Companies (“AIC”) updated in July 2022 is consistent with
the requirements of IFRS, the Directors have sought to prepare the Audited Financial Statements on a basis
compliant with the recommendations of the SORP.
(b) Going concern
The Directors have adopted the going concern basis in preparing the Audited Financial Statements.
In assessing the going concern basis of accounting, the Directors have considered the guidance issued by the
Financial Reporting Council, the Company’s own financial position, the status of global financial markets,
various geopolitical events and conflicts, the current macroeconomic climate and other uncertainties impacting
on the Company’s investments, their financial position and liquidity requirements.
At the year end, the Company had liquidity including a current cash position of £118,118,000 (2024: £44,612,000),
a net current asset position of £55,122,000 (2024: £44,660,000) and liquid listed investments amounting to
£118,361,000 (2024: £2,015,000); £115,256,000 of which is locked-up until 10 March 2026 (2024: £nil).
82
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
2. Material accounting policies (continued)
(b) Going concern (continued)
On 24 September 2024, the Company agreed a £70,000,000 debt facility with Barclays Bank PLC which was fully
drawn on 1 October 2024. Interest accrues at a market-rate margin plus the daily SONIA rate. The facility matures
on 30 September 2026. The facility was primarily drawn to cover the "buffer" element of the Capital Allocation
Policy (to fund follow on investment requirements and working capital), allowing for proceeds from the sale of
assets to cover the share buyback. The CAP was predicated on a conservative liquidity plan and proceeds from
the sale of assets have been more substantial than originally anticipated.
The Company generates liquidity by raising capital and from exiting investments. It uses liquidity by making
investments, paying company expenses and making returns to shareholders. The Directors ensure it has
adequate liquidity by regularly reviewing its financial position and forward-looking liquidity requirements. The
Directors' going concern assessment includes consideration of a range of likely downside scenarios which
measure the impact on the Company’s liquidity of differing assumptions for portfolio valuation, exits, new and
follow-on investment requirements, capital raising and Company expenses.
In assessing the going concern basis of accounting, the Directors have also considered the proposals to maximise
value and returns for shareholders, exploring opportunities for realisations over a three-year time horizon.
Taking all matters into account, the Directors have a reasonable expectation that the Company will continue in
operational existence for at least twelve months from the date of approval of the of the Annual Report and
Audited Financial Statements, and continue to adopt the going concern basis in preparing them.
(c) Functional and presentational currency
The Audited Financial Statements of the Company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the Audited Financial Statements,
the results and financial position of the Company are presented in pound sterling (“£”).
(d) Segmental reporting
The chief operating decision maker is the Board of Directors. The Directors are of the opinion that the Company
is engaged in a single segment of business with the primary objective of investing in securities to generate capital
growth for shareholders. Consequently, no business segmental analysis is provided.
The key measure of performance used by the Board is the Net Asset Value of the Company (which is calculated
under IFRS). Therefore, no reconciliation is required between the measure of profit or loss used by the Board and
that contained in these Audited Financial Statements.
(e) Income
Interest income is accounted for on an effective interest rate basis and recognised in profit or loss in the
Statement of Comprehensive Income. Interest income includes interest earned on convertible loan notes,
subordinated notes, cash held at bank on call or on deposit and cash assets held as cash equivalents, including
time deposits and exchange-traded funds.
(f) Expenses
Expenses are accounted for on an accruals basis. The Company’s portfolio management and administration fees,
finance costs and all other expenses are charged through the Statement of Comprehensive Income and are
charged to revenue. Performance fees are charged to capital in the Statement of Comprehensive Income.
83
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
2. Material accounting policies (continued)
(g) Taxation
The Company has been granted exemption from liability to income tax in Guernsey under the Income Tax
(Exempt Bodies) (Guernsey) Ordinance, 1989 amended by the Director of Income Tax in Guernsey for the current
year. Exemption is applied and granted annually and subject to the payment of a fee, currently £1,600 (2024:
£1,600).
(h) Financial instruments
Initial recognition
The Company initially recognises transactions in financial instruments on the trade date, which is the date on
which the Company becomes party to the contractual provisions of an instrument.
Classification and measurement of financial assets
On initial recognition, the Company classifies financial assets as measured at amortised cost or at fair value
through profit or loss (“FVTPL”).
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated
as at FVTPL:
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
Its contractual terms give rise on specified dates to cash flows that are Solely Payments of Principal and
Interest (“SPPI”).
All other financial assets of the Company are measured at FVTPL.
The classification depends on the entity’s business model for managing the financial assets and the contractual
terms of the cash flows. At initial recognition, the Company measures a financial asset at its fair value, plus,
in
the case of a financial asset not at FVTPL, transaction costs that are directly attributable
to the acquisition of
the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in the Statement of
Comprehensive Income.
Business model assessment
In assessing the objective of the business model in which a financial asset is held, the Company considers all
the relevant information about how the business is managed, including:
the documented investment strategy and the execution of this strategy in practice. This includes whether the
investment strategy focuses on earning contractual interest income, maintaining a particular interest rate
profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash
outflows or realising cash flows through the sale of the assets;
how the performance of the portfolio is evaluated and reported to the Company's management;
the risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed;
how the investment manager is compensated: e.g. whether compensation is based on the fair value of the
assets managed or the contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
84
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
2. Material accounting policies (continued)
(h) Financial instruments (continued)
Business model assessment (continued)
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered
sales for this purpose, consistent with the Company's continuing recognition of the assets.
The Company has determined that it has two business models:
Held-to-collect business model: this includes cash and cash equivalents, balances due from brokers and
receivables from sale agreements. These financial assets are held to collect contractual cash flows.
Other business model: this includes debt securities, equity investments, investments in unlisted open-ended
investment funds, unlisted private equities and derivatives. These financial assets are managed, and their
performance is evaluated, on a fair value basis. As such, an evaluation on an SPPI basis is not required.
Assessment whether contractual cash flows are SPPI
For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial
recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated
with the principal amount outstanding during a particular period and for other basic lending risks and costs (e.g.
liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are SPPI, the Company considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a contractual term that could change the
timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
contingent events that would change the amount or timing of cash flows;
leverage features;
prepayment and extension features;
terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse features); and
features that modify consideration of the time value of money (e.g. periodical reset of interest rates).
Subsequent measurement of financial assets
Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, any interest
or dividend income and expense, and foreign exchange gains and losses are recognised in ‘Net gains on
investments held at fair value through profit or loss in the Statement of Comprehensive Income.
Debt securities, equity investments, investments in unlisted open-ended investment funds, unlisted private
equities and derivative financial instruments are included in this category.
Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the effective
interest method. Interest income is recognised in 'Interest income’, foreign exchange gains and losses are
recognised in ‘Net losses on currency movements’ and impairment is recognised in 'Impairment losses on
financial instruments' in the Statement of Comprehensive Income. Any gain or loss on derecognition is also
recognised in the Statement of Comprehensive Income.
Cash and cash equivalents, balances due on unsettled trades and receivables from sale agreements are included
in this category.
85
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
2. Material accounting policies (continued)
(h) Financial instruments (continued)
Fair value measurement
For investments actively traded in organised financial markets, fair value will generally be determined by
reference to Stock Exchange quoted market bid prices at the close of business on the valuation date, without
adjustment for transaction costs necessary to realise the asset.
In respect of unquoted instruments, including associates, or where the market for a financial instrument is not
active, fair value is established by using recognised valuation methodologies, in accordance with International
Private Equity and Venture Capital Valuation (“IPEV”) Guidelines, revised December 2022.
The Company has adopted a valuation policy for unquoted securities to provide an objective, consistent and
transparent basis for estimating the fair value of unquoted equity securities in accordance with IFRS as well as
the IPEV Guidelines.
The unquoted securities valuation policy and the associated valuation procedures are subject to review on a
regular basis, and updated as appropriate, in line with industry best practice. In addition, the Company works
with independent third-party valuation firms, to obtain assistance, advice, assurance, and documentation in
relation to the ongoing valuation process.
The Company considers it impractical to perform an in-depth valuation analysis for every unquoted investment on
a daily basis (whether internally or with the assistance of an independent third party). Therefore, it is expected that an
in- depth valuation of each investment will be performed independently by an independent third-party valuation
firm: (i) on a quarterly basis; and (ii) where the Company, in conjunction with its advisors, determines that a
Triggering Event
has occurred.
A "Triggering Event" may include any of the following:
a subsequent round of financing (whether pro rata or otherwise) by the relevant investee company;
a significant or material milestone achieved by the relevant investee company;
a secondary transaction involving the relevant investee company on which sufficient information is
available;
a change in the makeup of the management of the relevant investee company;
a material change in the recent financial performance or expected future financial performance of the
relevant investee company;
a material change in the market environment in which the relevant investee company operates; or
a significant movement in market indices or economic indicators.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The change in fair value is recognised in profit or loss and
is presented within the Net gains on investments held at fair value through profit or loss in the Statement of
Comprehensive Income.
IFRS requires the Company to measure fair value using the following fair value hierarchy that reflects the
significance of the inputs used in making the measurements. IFRS establishes a fair value hierarchy that prioritises
the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements).
86
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
2. Material accounting policies (continued)
(h) Financial instruments (continued)
Fair value measurement (continued)
The three levels of fair value hierarchy under IFRS are as follows:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable
current market transactions in the same instrument or based on a valuation technique whose variables
include only data from observable markets.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation
technique based on assumptions that are not supported by prices from observable market transactions
in
the same instrument and not based on available observable market data. For investments that are
recognised
in the Audited Financial Statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by reassessing the categorisation (based on the
lowest significant input) at the date of the event that caused the transfer.
Derecognition of financial assets
A financial asset (in whole or in part) is derecognised either (i) when the Company has transferred substantially
all the risks and rewards of ownership; or (ii) when it has neither transferred nor retained substantially all the risks
and rewards and when it no longer has control over the assets or a portion of the asset; or (iii) when the
contractual right to receive cash flow has expired. The derecognised investments are measured at the weighted
average method. Any gain or loss on derecognition is recognised in the Net gains on investments held at fair
value through profit or loss in the Statement of Comprehensive Income.
Classification and subsequent measurement of financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL.
A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated
as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains or losses,
including any interest, are recognised in the Statement of Comprehensive Income.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method.
Interest expense and foreign exchange gains and losses are recognised in the Statement of Comprehensive
Income.
Any gain or loss on derecognition is also recognised in the Statement of Comprehensive Income.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged,
cancelled or they expire.
(i) Cash and cash equivalents
Cash and cash equivalents include cash at bank and short-term, highly liquid investments that are readily
convertible to known amounts of cash and are subject to an insignificant risk of change in value. Time deposits
included in cash equivalents have original maturities of three months or less. Exchange-traded funds are also
considered cash equivalents due to their highly liquid nature and cash-like returns. The risk of valuation changes
in exchange-traded funds is managed via a total return swap at the level of the exchange-traded fund.
Cash and cash equivalents are carried at amortised cost in the Statement of Financial Position.
87
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
2. Material accounting policies (continued)
(j) Other receivables
Other receivables do not carry interest and are short-term in nature and are accordingly recognised at amortised
cost.
(k) Foreign currency
Transactions and balances
At each Statement of Financial Position date, monetary assets and liabilities that are denominated in foreign
currencies are translated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates
prevailing at the date fair value is measured. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the year in which they arise. Transactions denominated
in foreign currencies are translated into pound sterling (£) at the rate of exchange ruling at the date of the
transaction.
Foreign exchange gains and losses arising from translation are included in the Statement of Comprehensive
Income.
Where foreign currency items are held at fair value, the foreign currency movements are presented as part of the
fair value change.
(l) Treasury shares
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares
and are presented as treasury shares. When treasury shares are sold or reissued subsequently, the amount
received is recognised as an increase in equity and the resulting surplus or deficit in the transaction is presented
within share premium.
(m) Capital reserve
Profits achieved by selling investments and changes in fair value arising upon the revaluation of investments that
remain in the portfolio are all charged to Capital in the Statement of Comprehensive Income and allocated to the
Capital reserve. The Capital reserve is also used to fund dividend distributions.
(n) Revenue reserve
The balance of all items allocated to Revenue in the Statement of Comprehensive Income for the year is
transferred to the Company’s Revenue reserve.
(o) Investment entities
In accordance with IFRS 10 Consolidated Financial Statements an investment entity is an entity that:
obtains funds from one or more investors for the purpose of providing those investor(s) with investment
management services;
commits to its investor(s) that its business purpose is to invest funds solely for returns from capital
application, investment income, or both; and
measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Directors are satisfied that the Company meets each of these criteria and hence is an investment entity in
accordance with IFRS 10 Consolidated Financial Statements.
88
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
3. Use of estimates and critical judgements
The preparation of Audited Financial Statements in accordance with IFRS requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the Audited Financial Statements and the reported amounts of income and expenses
during the year. Actual results could differ from those estimates and assumptions.
The estimates and underlying assumptions are reviewed on an ongoing basis. There were no significant
accounting estimates or significant judgements in the current year, except for the use of estimates in the
valuation of the unquoted investments detailed in note 18 and continued treatment of the Company as an
Investment Entity under IFRS 10 Consolidated Financial Statements, detailed in note 2(o).
4. Changes in material accounting policies
Effective from 1 October 2024
The Company adopted the following accounting standards and their amendments with effect from 1 October
2024, with no material impact on the Audited Financial Statements:
Non-current Liabilities with Covenants and Classification of Liabilities as Current or Non-current (Amendments to
IAS 1 Presentation of Financial Statements)
The amendments aim to promote consistency in applying the requirements by helping companies determine
whether, in the Statement of Financial Position, debt and other liabilities with an uncertain settlement date should
be classified as current (due or potentially due to be settled within one year) or non-current.
New and revised standards
The following accounting standards and their amendments were in issue at the year end but will not be in effect until
after this financial year end. The Directors have considered their impact and have concluded that, with the exception
of IFRS 18 Presentation and Disclosure in Financial Statements as detailed overleaf, they will not have a significant
impact on the Audited Financial Statements.
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
(Effective for reporting periods beginning on or after 1 January 2025)
The amendments require an entity to apply a consistent approach to assessing whether a currency is
exchangeable into another currency and, when it is not, to determining the exchange rate to use and the
disclosures to provide.
Amendments to the Classification and Measurement of Financial Instruments
(Effective for reporting periods beginning on or after 1 January 2026)
The amendments, summarised here, apply to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures:
Amended guidance permits an entity to elect to discharge a financial liability, that will be settled in cash using
an electronic payment system, before the settlement date if specific criteria are met.
Enhanced guidance is provided on the classification of financial assets with ESG-linked features.
Additional disclosures are required for financial instruments with contingent features.
89
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
4. Changes in material accounting policies (continued)
New and revised standards (continued)
Annual Improvements to IFRS Accounting StandardsVolume 11
(Effective for reporting periods beginning on or after 1 January 2026)
The pronouncement includes clarifying amendments to wording and referencing updates in IFRS 1 First-time
Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures, IFRS 9 Financial
Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement of Cash Flows.
IFRS 18 Presentation and Disclosure in Financial Statements
(Effective for reporting periods beginning on or after 1 January 2027, subject to adoption by the European
Financial Reporting Advisory Group)
IFRS 18 Presentation and Disclosure in Financial Statements will replace IAS 1 Presentation of Financial Statements.
The new standard introduces the following key new requirements:
Entities are required to classify all income and expenses into five categories in the Statement of
Comprehensive Income, namely the operating, investing, financing, discontinued operations and income tax
categories. Entities are also required to present a newly-defined operating profit subtotal. Entities' net profit
will not change.
Management-defined performance measures (“MPMs”) are disclosed in a single note in the Audited Financial
Statements.
Enhanced guidance is provided on how to group information in the Audited Financial Statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the Statement
of Cash Flows when presenting operating cash flows under the indirect method.
The Company is still in the process of assessing the impact of the new standard, particularly with respect to the
structure of the Company's Statement of Comprehensive Income, the Statement of Cash Flows and the
additional disclosures required for MPMs. The Company is also assessing the impact on how information is
grouped in Audited Financial Statements, including for items currently labelled as 'other'.
There are no other standards, amendments to standards or interpretations that are effective for annual periods
beginning on 1 October 2024 that have a material effect on the financial statements of the Company, apart from
those already disclosed.
5. Interest income
2025 2024
£'000 £'000
Interest and gains on assets held at amortised cost:
Cash at bank 1,361 474
Time deposits 1,440 -
Exchange-traded funds 1,298 -
UK treasury bills - 360
4,099 834
90
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
6. Advisory and management fees
2025 2024
£'000 £'000
Jupiter Investment Management Limited ("JIML") - 618
Chrysalis Investment Partners LLP ("CIP LLP") 4,748 2,369
Total advisory and management fees 4,748 2,987
From 1 October 2023 to 31 March 2024, the Company procured portfolio management services from JIML, under
a Portfolio Management Agreement dated 1 July 2022. On 29 January 2024, the Company entered into an AIFM
and Investment Advisory Agreement with G10 and CIP LLP respectively. Under this agreement, with effect from 1
April 2024, G10 was appointed as the AIFM to the Company and CIP LLP became Investment Adviser to G10. CIP
LLP is an appointed representative of G10 which is authorised and regulated by the Financial Conduct Authority.
The Company paid a monthly “Management Fee” to JIML, equal to 1/12 of 0.5% of the Net Asset Value up to 30
September 2023. As part of the changes to investment management arrangements, the Company agreed a
reduction to the Management Fee, effective from 1 October 2023 to 31 March 2024, from 0.5% to 0.15%, leading
to a saving in the Management Fee over the period.
From 1 April 2024 the Company pays an “Advisory and AIFM Fee” to CIP LLP, equal to the sum of (a) 1/12 of 0.5%
of the Net Asset Value per month; and (b) 1/12 of 5bps of the Net Asset Value per annum on the first £1,000,000,000
of the Net Asset Value and then 3bps of the Net Asset Value per annum thereafter, such amount to be calculated
and paid monthly in arrears.
Management Fees (for the period from 1 October 2023 to 31 March 2024) and Advisory Fees (for the period from 1
April 2024 to 30 September 2025) are charged to Revenue in the Statement of Comprehensive Income.
Performance fee
To 31 March 2024, the performance fee payable was the sum of which is equal to 20% of the amount by which the
Adjusted Net Asset Value at the end of a Calculation Period exceeds the higher of: (i) the Performance Hurdle; and
(ii) the High Water Mark (the “Performance Fee”).
At an Extraordinary General meeting that took place on 15 March 2024, new Performance Fee terms were
approved. The revised Performance Fee, effective from 1 April 2024, is the sum of which shall be equal to 12.5 per
cent of the amount by which the Adjusted Net Asset Value at the end of a Calculation Period exceeds the higher
of: (i) the Performance Hurdle; and (ii) the High Water Mark. The last Performance Fee was payable for the period
ended 30 September 2021, at which time the NAV per share was 251.96 pence (2024: 141.26 pence). A full definition
of the terms of the new Performance Fee can be found in the Key Documents section of the Investor Relations
page on the Company's website.
Performance Fees are ordinarily charged to Capital in the Statement of Comprehensive Income.
As at 30 September 2025, the Company had not exceeded the High Water Mark and Performance Hurdle therefore
no accrual (30 September 2024: £nil) for performance fees has been charged within these Audited Financial
Statements.
91
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
7. Other expenses
2025 2024
£'000 £'000
Administration fee 223 260
Auditor's remuneration for:
– audit fees (current year) 160 160
– audit fees (under/(over) accrual in prior year) - (16)
– non-audit fees 52 52
Committee fees 126 158
Depositary fees 70 69
Directors' expenses 7 12
Directors' fees 478 398
Directors' liability insurance 41 59
FCA fees 29 23
Legal and professional fees:
– ongoing operations 912 1,363
– valuation fees 330 350
– fees relating to the sale and purchase of investments 325 34
Listing fees 21 24
Design fees 45 38
Registrars' fees 41 35
Secretarial fees 80 51
Sundry 175 160
3,115 3,230
8. Gain per Ordinary Share
Net return Per share Net return Per share
£'000 pence £'000 pence
Revenue return (9,022) (1.65) (5,383) (0.90)
Capital return 129,491 23.74 44,602 7.49
120,469 22.09 39,219 6.59
Weighted average number of
Ordinary Shares
545,436,373 595,149,710
30 September 2025
30 September 2024
The return per share is calculated using the daily weighted average number of Ordinary Shares outstanding.
92
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
9. Dividends
The Board has not declared a dividend (2024: £nil).
10. Investments held at fair value through profit or loss
2025 2024
£'000 £'000
Opening book cost 656,080 732,033
Opening investment holding unrealised gains 139,591 48,343
Opening valuation 795,671 780,376
Movements during the year:
Purchases at cost 31,793 23,421
Sale of investments
8
(139,043) (53,958)
Net gains on investments held at fair value 131,028 45,832
Closing valuation 819,449 795,671
Closing book cost 607,445 656,080
Closing investment holding unrealised gains 212,004 139,591
Closing valuation 819,449 795,671
Movement in unrealised gains during the year 265,625 339,125
Movement in unrealised losses during the year (193,212) (247,877)
Realised gain on sale of investments 65,596 7,014
Realised loss on sale of investments (6,981) (52,430)
Net gains on investments held at fair value
through profit or loss
131,028 45,832
8
The Company holds all its investments at FVTPL. Investments held by the Company on 30 September 2025 where
the ownership interest exceeded 20% were as follows:
Name
Principal place
of business
Principal
activity
Ownership
interest
%
Rowanmoor Group Limited
United Kingdom
In wind down
20-30%
Tactus Holdings Limited
United Kingdom
In administration
20-30%
8
The amounts disclosed include proceeds of £9,249,000 (2024: £902,000), which remain outstanding from the sale of Featurespace (2024:
Graphcore), included within “Other receivables” as disclosed in note 12.
93
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
11. Cash and cash equivalents
2025 2024
£'000 £'000
Cash and cash equivalents comprise of the following:
Cash at bank 61,631 44,612
Time deposits 15,000 -
Exchange-traded funds 41,487 -
118,118 44,612
12. Other receivables
2025 2024
£'000 £'000
Other receivables
9,415 1,376
9,415 1,376
Featurespace Limited was disposed prior to 30 September 2025. The Company anticipates receiving further
proceeds from the sale of Featurespace. These amounts, which total £9,249,000, are included within Other
receivables as at 30 September 2025 (30 September 2024: £902,000 from the sale of Graphcore).
13. Other payables
2025 2024
£'000 £'000
Administration fees
25 28
Audit fees
160 160
Legal fees
5 382
Valuation fees
191 17
Custodian fees
18 23
Amounts due in respect of shares repurchased
605 237
Other creditors
78 96
1,082 943
94
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
14. Loans and borrowings
2025 2024
£'000 £'000
Opening balance
- -
Loan principal drawn
70,000 -
Less: arrangement fees paid
(1,677) -
Proceeds from drawdown of loan facility
68,323 -
Finance costs
7,849 -
Less: loan interest paid
(5,244) -
Closing balance
70,928 -
On 24 September 2024, the Company agreed a £70,000,000 debt facility with Barclays Bank PLC which was fully
drawn on 1 October 2024. Interest accrues at a market-rate margin plus the daily SONIA rate. The facility matures
on 30 September 2026. The purpose of the facility is to cover the Company's working capital requirements and
potential follow-on investments.
Finance costs include arrangement fees and loan interest recognised using the effective interest method.
The loan facility is secured against a selection of portfolio assets, comprising both listed and unlisted holdings.
It is subject to covenant tests relating to:
- Loan-to-Value Ratio
- Minimum Number of Eligible Investments
- Company Share Price
All terms of the facility are consistent with prevailing market standards. The Company was compliant with the
covenants at year end.
15. Share capital
Issued Treasury
Total
Outstanding
Ordinary Shares of no par value
At 1 October 2023 595,150,414 - 595,150,414
Repurchase of shares - (257,462) (257,462)
At 30 September 2024 595,150,414 (257,462) 594,892,952
Repurchase of shares - (85,393,414) (85,393,414)
At 30 September 2025 595,150,414 (85,650,876) 509,499,538
Number of Ordinary Shares
95
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
15. Share capital (continued)
Issued Treasury Total
£'000 £'000 £'000
Ordinary Shares of no par value
At 1 October 2023 860,890 - 860,890
Repurchase of shares - (236) (236)
Share repurchase costs - (1) (1)
At 30 September 2024 860,890 (237) 860,653
Repurchase of shares - (86,100) (86,100)
Share repurchase costs - (129) (129)
At 30 September 2025 860,890 (86,466) 774,424
Share capital
The holders of Ordinary Shares have the right to receive notice of and attend, speak and vote in general meetings
of the Company. They are also entitled to participate in any dividends and other distributions of the Company.
On 26 September 2024, the Company announced a Share Buyback Programme (the “Programme”) in
accordance with its Capital Allocation Policy. The Programme permits the buyback of shares up to £100 million
and thereafter at least 25% of net realised gains on asset sales. At 30 September 2025, the Company had bought
back 85,650,876 shares (2024: 257,462) for a total consideration of £86.5 million (2024: £0.2 million).
The purpose of the Programme is to return capital to shareholders while also accreting net asset value per share
for the benefit of long-term shareholders. The Company has engaged its Corporate Brokers to implement the
Programme on its behalf.
Treasury shares do not have any rights with respect to receiving dividends or voting at shareholder meetings.
16. Net asset value per Ordinary Share
The Net Asset Value per Ordinary Share and the Net Asset Value at the year end calculated in accordance with
the Articles of Incorporation were as follows:
NAV NAV NAV NAV
per share attributable per share attributable
pence £'000 pence £'000
Ordinary Shares: basic and diluted 171.65 874,571 141.26 840,331
30 September 2025
30 September 2024
The Net Asset Value per Ordinary Share is based on 509,499,538 (2024: 594,892,952) Ordinary Shares, being the
number of Ordinary Shares outstanding at the year end.
96
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
17. Cash used in operating activities
2025 2024
£'000 £'000
Total gains for the year 120,469 39,219
Net gains on investments held at fair value through profit or loss (131,028) (45,832)
Interest income (4,099) (834)
Finance costs 7,849 -
Net losses on currency movements attributable to working capital (7) (4)
Movement in working capital
Decrease/(increase) in other receivables (excluding interest 9 (321)
receivable, deferred finance costs, and deferred consideration receivable)
Increase/(decrease) in payables (excluding accrued finance costs 51 (612)
and amounts due in respect of shares repurchased)
(6,756) (8,384)
18. Financial instruments and capital disclosures
The Company’s activities expose it to a variety of financial risks; market risk (including other price risk, foreign
currency risk and interest rate risk), credit risk and liquidity risk.
Certain financial assets and financial liabilities of the Company are carried in the Statement of Financial Position
at their fair value. The fair value is the amount at which the asset could be sold, or the liability transferred in a
current transaction between market participants, other than a forced or liquidation sale. For investments
actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange
quoted market mid prices and Stock Exchange Electronic Trading Services (“SETS”) at last trade price at the year
end date, without adjustment for transaction costs necessary to realise the asset. Other financial instruments
not carried at fair value are typically short-term in nature and reprice to the current market rates frequently.
Accordingly, their carrying amount is a reasonable approximation of fair value. This includes cash and cash
equivalents, other receivables and payables.
The Company measures fair values using the following hierarchy that reflects the significance of the inputs used
in making the measurements. Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the relevant assets as follows:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.
An active market is a market in which transactions for the asset or liability occur with sufficient frequency and
volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take
place between market participants at the measurement date. Quoted prices provided by external pricing
services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market
transactions on an arm’s-length basis.
97
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 2 inputs include the following:
quoted prices for similar (i.e. not identical) assets in active markets;
quoted prices for identical or similar assets or liabilities in markets that are not active. Characteristics of an
inactive market include a significant decline in the volume and level of trading activity, the available prices
vary significantly over time or among market participants or the prices are not current;
inputs other than quoted prices that are observable for the asset (for example, interest rates and yield curves
observable at commonly quoted intervals); and
inputs that are derived principally from, or corroborated by, observable market data by correlation or other
means (market-corroborated inputs).
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.
If a fair value measurement uses observable inputs that require significant adjustment based on unobservable
inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair
value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
At 30 September 2025 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Quoted equity
118,361 - - 118,361
Unquoted equity
- - 701,088 701,088
118,361 - 701,088 819,449
At 30 September 2024 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Quoted equity
2,015 - - 2,015
Unquoted equity
- - 793,656 793,656
2,015 - 793,656 795,671
98
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
The following table shows the valuation techniques used for Level 3 fair values, as well as the significant unobservable inputs used for Level 3 items:
Valuation Technique
Fair Value as at 30
September 2025
(£000s)
Significant Unobservable
Inputs
Weighted
Average
Range
Method or
Unobservable
Inputs Utilised
9
Sensitivity %
Sensitivity to changes in
significant unobservable input
(£000s)
700,772 EV/LTM Revenue Multiple 3.87x 1.33x - 6.68x 1/2/3/4/5/6 +/- 25% +17,029 / -17,015
EV/2025E Revenue Multiple 4.15x 1.66x - 7.23x 1/2/3/4/5/6 +/- 25% +35,774 / -88,690
EV/2026E Revenue Multiple 6.42x 6.14x - 7.47x 1/2/3/4/5/7 +/- 25% +4,449 / -18,100
EV/2027E Revenue Multiple 6.23x No range 1/2/3/4/5/8 +/- 25% +7,872 / -7,827
EV/LTM Earnings Multiple 14.51x No range 1/2/3/4/5/6 +/- 25% +2,805 / -2,804
EV/2025E Earnings Multiple 18.83x No range 1/2/3/4/5/6 +/- 25% +30,326 / -30,151
EV/Book Value 2025E Multiple 2.72x No range 1/2/3/4/5/6 +/- 25% +30,528 / -30,352
Illiquidity Discount 10.0% No range 5 +/- 25% +137,489 / -174,571
Expected Proceeds 316 Execution Discount 0.0% 0.0% - 25.0% 7 +/- 25% +0 / -79
Unlisted Investments 2025
Market approach using
comparable trading
multiples
9
A description of the Unobservable Inputs can be found on the next page.
99
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Valuation Technique
The Company has adopted a valuation policy for unquoted securities that provides an objective, consistent and
transparent basis for estimating the fair value of unquoted equity securities in accordance with IFRS and the
IPEV Guidelines, revised December 2022.
IFRS requires the Company to measure fair value using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. IFRS establishes a fair value hierarchy that prioritises the inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements).
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation
technique based on assumptions that are not supported by prices from observable market transactions in the
same instrument or based on available observable market data. These are known as unobservable inputs.
When valuing an asset the independent valuer is required to select the valuation technique most appropriate
for that asset, selecting the appropriate unobservable inputs.
Unobservable Inputs
1. Trading Multiples
Trading multiples are financial ratios that allow an asset to be valued by reference to various financial metrics,
including revenue, earnings and book value. The nature and stage of development of the asset will help to
determine the appropriate metric(s) to use. Revenue will generally be used until such a time an asset is
delivering sustainable earnings. Industry specific metrics may also be used for specific assets. One or more
trading multiples may be used and an average taken when arriving at the final valuation.
2. Actual and Estimated Financial Metrics
When applying a trading multiple the independent valuer will generally utilise the most recently available
financial metrics, looking back over the last twelve months for income statement metrics, or at the latest
balance sheet date for balance sheet metrics. Where estimated financial metrics are deemed reliable these may
also be used. Pro forma financial metrics may be used where acquisitions and disposals have occurred. The
impact of one-time revenue or earnings events may also be removed from actual or estimated financial metrics.
3. Comparable Companies
In order to calculate a trading multiple a set of comparable companies must be identified. These companies will
usually be listed companies with publicly available financial information. When identifying comparable
companies the independent valuer will usually select those offering similar products or services, to the same
type of customers. The number of comparable companies selected will vary depending on the number of similar
companies in the available universe. The set of comparable companies will change from time to time depending
on the evolution of the asset and the companies considered comparable. Outliers which skew a trading multiple
may be removed from the set.
100
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Unobservable Inputs (continued)
4. Net Cash/(Debt)
Net cash/(debt) will be added/(deducted) to/(from) the enterprise value of an asset, when arriving at the equity
value of that asset.
5. Valuation Premiums/Discounts
Where a recent investment transaction has taken place for a specific asset which allows for the calculation of
an implied valuation, subsequent valuations will be calibrated to the implied valuation resulting in an implied
premium or discount to that recent transaction. This premium or discount may be reduced over time or as
company performance evolves. If a calibrated approach is no longer deemed appropriate, an illiquidity discount
will be applied. The independent valuer will use their knowledge of private markets to determine the
appropriate illiquidity discount.
6. Anticipated Exit Route
The nature of an exit for an unquoted asset, for example by way of IPO, trade sale or liquidation, may often
determine differing proceeds for the Company. Where an exit route is known with virtual certainty then the
expected proceeds will be calculated based on the expected exit route. Where a valuation is deeply discounted
and there is a real risk the asset may fall into administration the expected proceeds will be calculated based on
a liquidation. If an asset is valued below cost and the Company has a preferred return, that preferred return will
be applied. If an asset is valued above cost and the Company's preferred return would deliver an enhanced
return, the preferred return will be applied. If an asset is valued significantly above cost and an investor with a
preferred return would benefit from a conversion to ordinary shares, a conversion will be assumed.
7. Execution Discount
When the full or partial disposal of an asset has been negotiated and a price set, but the transaction has not yet
closed, the valuation of the asset may be adjusted to take into account any uncertainty associated with the
pending transaction. The value of the execution discount will vary depending on the conditions which need to
be met before the transaction closes and the expected timing of the close.
8. Likelihood of insolvency
When insolvency becomes a potential outcome for an investment then the valuer may assume that it will not
return any value. A probability is usually assigned to a zero value scenario in the form of a percentage. The
percentage assigned to a zero value scenario may increase or decrease over time depending on whether
insolvency is deemed to be more or less likely at each valuation point.
101
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
The following table shows the valuation techniques used for Level 3 fair values, as well as the significant unobservable inputs used for Level 3 items:
Valuation Technique
Fair Value as at 30
September 2024
(£000s)
Significant Unobservable
Inputs
Weighted
Average
Range
Method or
Unobservable
Inputs Utilised
Sensitivity %
Sensitivity to changes in
significant unobservable input
(£000s)
694,618 EV/LTM Revenue Multiple 5.84x 1.17x - 9.26x 1/2/3/4/5/6 +/- 25% + 77,257 / -82,054
EV/2024E Revenue Multiple 6.46x 1.94x - 10.26x 1/2/3/4/5/6 +/- 25% + 32,600 / -20,947
EV/LTM Earnings Multiple 10.11x No range 1/2/3/4/5/6 +/- 25% + 8,962 / -8,962
EV/2024E Earnings Multiple 11.15x No range 1/2/3/4/5/6 +/- 25% + 9,568 / -9,567
EV/Book Value Multiple 2.17x No range 1/2/3/4/5/6 +/- 25% + 9,233 / -9,233
EV/Book Value 2024E Multiple 2.11x No range 1/2/3/4/5/6 +/- 25% + 9,702 / -9,702
Illiquidity discount -10.0% No range 5 +/- 25% + 162,027 / -148,637
Implied premium/(discount) -14.8% No range 5 +/- 25% + 289 / -17,834
Likelihood of insolvency 75.0% No range 8 -/+ 25% + 40,367 / -
Expected Proceeds 99,038 Execution Discount -8.2% No range 7 +/- 25% + 7,539 / -23,176
Unlisted Investments 2024
Market approach using
comparable trading
multiples
102
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
The Company has an established control framework with respect to the measurement of fair values.
The Company’s Valuation Committee regularly reviews significant unobservable inputs and valuation
adjustments. Valuations are prepared by an independent third party valuer and the Valuation Committee
assesses the evidence prepared to support the conclusion that these valuations meet the requirements of the
standards, including the level in the fair value hierarchy in which the valuation should be classified.
The following table shows a reconciliation of the opening balance to the closing balance for Level 1 and 3 fair
values:
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Level 1 Level 1 Level 3 Level 3
Opening balance 2,015 10,284 793,656 770,092
Transferred to/(from) Level 1/(Level 3) 124,973 - (124,973) -
Purchases - - 31,793 23,421
Sales - (9,025) (139,043) (44,933)
Total gains/(losses) included in net gains on
investments in the Statement of Comprehensive Income
– on assets sold - 6,405 58,615 (51,821)
– on assets held at year end (8,627) (5,649) 81,040 96,897
118,361 2,015 701,088 793,656
During the year ended 30 September 2025, the investment in Klarna Group PLC was reclassified to Level 1 from
Level 3 following its listing on the New York Stock Exchange. The net unrealised gains for the year included in
the Statement of Comprehensive Income relating to those Level 3 assets held at the reporting date amount to
£81,040,000 (2024: £96,897,000).
Investments are moved between levels at the point of the trigger event.
The main risks that the Company faces arising from its financial instruments are:
(i)
market risk, including:
price risk, being the risk that the value of investments will fluctuate because of changes in more
investee-company specific performance as well as market pricing of comparable businesses;
interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate
because of changes in interest rates; and
foreign currency risk, being the risk that the value of financial assets and liabilities will fluctuate
because of movements in currency rates.
(ii)
credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered with the Company
.
(iii)
liquidity risk, being the risk that the Company will not be able to meet its liabilities when they fall due.
This may arise should the Company not be able to liquidate its investments.
103
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Other price risk
The management of price risk is part of the portfolio management process and is characteristic of investing in
equity securities. The investment portfolio is managed with an awareness of the effects of adverse price
movements through detailed and continuing analysis with an objective of maximising overall returns to
shareholders. Although it is the Company’s current policy not to use derivatives, they may be used from time
to time for the purpose of efficient portfolio management and managing any exposure to assets denominated
in currencies other than pound sterling.
If the investment portfolio valuation rose or fell by 25% at 30 September 2025 (2024: 25%), the impact on net
asset value and the comprehensive gain for the year would have been £204,862,362 (2024: £198,917,798). The
calculations are based on the investment portfolio valuation as at the Statement of Financial Position date and
are not necessarily representative of the year as a whole.
Interest rate risk
The Company is exposed to interest rate risk on its cash and cash equivalent and loans and borrowings
balances. Interest rate risk arises when prevailing market interest rates fluctuate. The Investment Adviser
manages interest rate risk by ensuring that it obtains market rates on the Company's cash and cash equivalent
and loans and borrowings balances, whilst simultaneously managing liquidity and credit risk.
In one year Greater than 2025
or less one year Total
2025 £'000 £'000 £'000
Cash and cash equivalents
118,118 - 118,118
Loans and borrowings
(70,928) - (70,928)
47,190 - 47,190
In one year Greater than 2024
or less one year Total
2024 £'000 £'000 £'000
Cash and cash equivalents 44,612 - 44,612
44,612 - 44,612
If interest rates rose or fell by 1.00% compared to those available at 30 September 2025 (2024: 1.00%), the
impact on net asset value and the comprehensive gain for the year would be £472,000 (2024: £446,000). These
calculations are based on the cash and cash equivalents and loans and borrowings balances at the Statement
of Financial Position date.
104
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Foreign currency risk
The Company does not normally hedge against foreign currency movements but takes account of this risk
when making investment decisions. The Company invests in securities denominated in foreign currencies
which give rise to currency risks.
Foreign currency exposure:
2025
Investments Cash Debtors Creditors
£'000 £'000 £'000 £'000
2025
Assets
US Dollar
178,797 421 24 9
Euro
91,489 - - -
Swiss Franc
13 113 - -
270,299 534 24 9
2024
Investments Cash Debtors Creditors
£'000 £'000 £'000 £'000
2024
Assets
US Dollar
151,968 18,841 983 64
Euro
36,064 858 1 -
Swedish Krona
120,562 264 - -
Swiss Franc
153 107 - -
308,747 20,070 984 64
During the year, pound sterling weakened by an average of 1.21% (2024: 2.24%) against all of the currencies in
the investment portfolio (weighted for exposure at 30 September 2025). In a similar scenario, where the value
of pound sterling had strengthened against each of the currencies in the portfolio by 1.00% (2024: 2.00%), the
impact on Net Asset Value and the total comprehensive gain for the year would have been negative £2,682,000
(2024: negative £6,053,868). If the value of pound sterling had weakened against each of the currencies in the
investment portfolio by 1.00% (2024: 2.00%), the impact on the Net Asset Value and total gains and
comprehensive gain would have been positive £2,736,000 (2024: positive £6,300,964). The calculations are
based on the investment portfolio valuation and cash and cash equivalents balances as at the year end and
are not necessarily representative of the year as a whole.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company. The Risk Committee has in place a monitoring
procedure in respect of counterparty risk which is reviewed on an ongoing basis.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the Statement of
Financial Position date, and the main exposure to credit risk is via the Company’s Depositary who is responsible
for the safeguarding of the Company’s cash balances.
105
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Credit risk (continued)
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2025 2024
£'000 £'000
Cash and cash equivalents 118,118 44,612
Sorted Holdings Convertible Loan Note
10
316
316
wefox Holding AG Convertible Loan Notes
11
90,361
17,351
Deep Instinct Subordinated Notes
12
3,634 -
Deep Instinct Convertible Loan Note
13
889 -
Other receivables 9,415 1,376
222,733 63,655
All the assets of the Company which are traded on a recognised exchange are held on its behalf by Citibank UK
Limited, the Company’s Depositary. Bankruptcy or insolvency of the Depositary may cause the Company’s
rights with respect to securities held by the Depositary to be delayed or limited.
The credit risk on cash is managed by using counterparties or banks with high credit ratings assigned by
international credit rating agencies. Bankruptcy or insolvency of such financial institutions may cause the
Company’s ability to access cash placed on deposit to be delayed, limited or lost.
At the reporting date, total cash held with Citibank UK Limited and Butterfield Bank (Guernsey) Limited
amounted to the following:
2025 2024
'000 '000
Pound Sterling (GBP) (£) £
61,098
£
24,542
US Dollar (USD) ($) $
565
$
25,190
Euro (EUR) (€)
-
1,031
Swedish Krona (SEK) SEK
-
SEK
3,581
Swiss Franc (CHF) CHF
121
CHF
121
The credit ratings of Citibank UK Limited and Butterfield Bank (Guernsey) Limited were A-1 and A-2,
respectively, at 30 September 2025 (2024: A-1 and A-2, respectively)
14
.
10
The loan note can be converted to shares at any time or is repayable on demand. No interest has been accrued on this loan note.
11
The loan notes will convert into a number of shares, determined at the date of conversion. Interest accrues at a fixed rate per the loan note agreement.
12
Interest accrues at a fixed market rate per the subordinated note agreement.
13
The loan note will either be repaid or convert to shares, depending on the nature of the trigger event which first occurs in accordance with the conditions set out in
the convertible loan note agreement. No interest accrues on this loan note.
14
Credit rating obtained from Standard & Poor's (S&P). S&P is a leading index provider and data source of independent credit ratings.
106
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Liquidity risk
Liquidity risk is defined as the risk that the Company does not have sufficient liquid resources to meet its
obligations as they fall due. In managing the Company’s assets, the Company will seek to ensure that it holds at
all times a portfolio of assets (including cash) to enable the Company to discharge its payment obligations as they
fall due. The Company may also maintain a short-term overdraft facility that it may utilise from time to time to
manage short-term liquidity.
The Company invests in a number of unquoted securities which are not readily realisable. These investments
make up 80% (2024: 94%) of the net assets as at 30 September 2025.
The Company’s liquidity risk is monitored by the Risk Committee in accordance with established policies,
procedures and governance structures in place. Cash flow forecasting is reviewed by the Risk Committee to
ensure that the Company has sufficient cash to meet its obligations as they fall due.
The maturity profile of the Company’s current assets and liabilities is presented in the following table.
Between Between
Up to 3 and 12 1 and 5
3 months months years Total
£'000 £'000 £'000 £'000
2025
Assets
Cash and cash equivalents 118,118 - - 118,118
Sorted Holdings Convertible Loan Note 316 - - 316
wefox Holding AG Convertible Loan Notes - 90,361 - 90,361
Deep Instinct Subordinated Notes - - 3,634 3,634
Deep Instinct Convertible Loan Note - - 889 889
Other receivables 9,415 - - 9,415
Liabilities
Loans and borrowings - (70,928) - (70,928)
Other current liabilities (1,483) - - (1,483)
126,366 19,433 4,523 150,322
Between Between
Up to 3 and 12 1 and 5
3 months months years Total
£'000 £'000 £'000 £'000
2024
Assets
Cash and cash equivalents 44,612 - - 44,612
Sorted Holdings Convertible Loan Note 316 - - 316
wefox Holding AG Convertible Loan Notes - - 17,351 17,351
Other receivables 1,376 - - 1,376
Liabilities
Other current liabilities (1,328) - - (1,328)
44,976 - 17,351 62,327
Capital management objectives, policies and procedures
The structure of the Company’s capital is described in note 15 and details of the Company’s reserves are shown
in the Statement of Changes in Equity on page 79.
107
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
18. Financial instruments and capital disclosures (continued)
Capital management objectives, policies and procedures (continued)
The Company’s capital management objectives are:
to ensure that it is able to continue as a going concern; and
to generate long-term capital growth through investing in a portfolio consisting primarily of equity or
equity-related investments in unquoted companies.
The Board, with the assistance of the Investment Adviser, regularly monitors and reviews the broad structure
of the Company’s capital. These reviews include:
the level of gearing, set at limits in normal market conditions, between 5% and 25% of net assets, which
takes account of the Company’s position and the views of the Board and the Investment Adviser on the
market;
the extent to which revenue reserves should be retained or utilised; and
ensuring the Company’s ability to continue as a going concern.
19. Related parties
2025 2024
£’000 £’000
Directors’ fees
Total Directors’ fees charged 478 398
Directors’ fees outstanding - -
As at 30 September 2025 the following Directors had holdings in the Company:
Number of % of Ordinary Shares outstanding
Ordinary Shares as at 30 September 2025
Andrew Haining 79,000 0.0155
Stephen Coe 60,909 0.0120
Simon Holden 89,500 0.0176
Anne Ewing 55,000 0.0108
Tim Cruttenden 21,298 0.0042
Margaret O'Connor - -
S Cruttenden (son of Tim Cruttenden) 11,170 0.0022
As at 30 September 2024 the following Directors had holdings in the Company:
Number of % of Ordinary Shares outstanding
Ordinary Shares as at 30 September 2024
Andrew Haining 79,000 0.0133
Stephen Coe 60,909 0.0102
Simon Holden 89,500 0.0150
Anne Ewing 55,000 0.0092
Tim Cruttenden 21,298 0.0036
Margaret O'Connor - -
S Cruttenden (son of Tim Cruttenden) 11,170 0.0019
108
Notes to the Audited Financial Statements (continued)
For the year ended 30 September 2025
20. Post balance sheet events
Between 1 October 2025 and the date of signing of these Audited Financial Statements, the Company
repurchased 13,572,083 Ordinary Shares for a total consideration of £15,811,294.
On 2 October 2025, the Company repaid £10 million of the debt facility principal to Barclays Bank PLC.
On 14 November 2025, the Company invested a further $1.5 million in Deep Instinct. The investment takes
the form of a convertible loan note, with equivalent terms to those set out in note 18.
There has not been any other matter or circumstance occurring subsequent to the end of the financial year
that has significantly affected, or may significantly affect, the operations of the Company, the results of those
operations, or the state of affairs of the Company in future financial years.
109
Corporate Information
Directors
Andrew Haining, Chairman
Stephen Coe (Senior Independent Director)
Anne Ewing
Simon Holden
Tim Cruttenden
Margaret O’Connor
Registered office
IQ EQ Fund Services (Guernsey) Limited
PO Box 60
Fourth Floor
Plaza House
Admiral Park
St Peter Port
Guernsey, GY1 4BF
Investment Adviser
Chrysalis Investment Partners LLP
3 Orchard Place
London, SW1H 0BF
AIFM
G10 Capital Limited
4th Floor
3 More London Riverside
London, SE1 2 AQ
Financial Adviser and Corporate Broker
Panmure Liberum
Ropemaker Place Level 12
25 Ropemaker Street
London, EC2Y 9LY
Deutsche Numis
45 Gresham Street
London, EC2V 7BF
Barclays Bank plc
1 Churchill Place
London, E14 5HP
Appointed 14 May 2025
110
Corporate Information (continued)
Administrator and Company Secretary
IQ EQ Fund Services (Guernsey) Limited
PO Box 60
Fourth Floor
Plaza House
Admiral Park
St Peter Port
Guernsey, GY1 4BF
Registrar
Computershare Investor Services (Guernsey) Limited
1st Floor, Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 1DB
Depositary
Citibank UK Limited
Citigroup Centre
Canada Square
Canary Wharf
London, E14 5LB
English Legal Adviser to the Company
Travers Smith LLP
10 Snow Hill
London, EC1A 2AL
Guernsey Legal Adviser to the Company
Ogier (Guernsey) LLP
Redwood House
St Julian's Avenue
St Peter Port
Guernsey, GY1 1WA
Independent Auditor
KPMG Audit Limited
Glategny Court
Glategny Esplanade
St Peter Port
Guernsey, GY1 1WR
111
Definitions and Alternative Performance Measures
BENCHMARK PERFORMANCE
With reference to investment valuation, application of the performance of a benchmark or pool of comparable
companies to an unlisted company to determine a valuation.
DISCOUNT/PREMIUM
The amount by which the market price per share of an investment company is lower or higher than its net asset
value per share. The discount or premium is normally expressed as a percentage of the net asset value per share.
DRAWDOWN
With reference to index performance, the maximum percentage loss in value over a given time period.
EBITDA
Earnings before interest, tax, depreciation and amortisation.
EV
Enterprise Value
IRR
Internal Rate of Return with reference to investment performance, calculated using the Excel XIRR formula.
LTM
Last Twelve Months
NET ASSET VALUE
The Net Asset Value (“NAV”) is the amount by which total assets exceed total liabilities, i.e., the difference between
what the company owns and what it owes.
NAV PER SHARE
NAV expressed as an amount per share.
NAV PER SHARE GROWTH
With reference to fund performance, NAV at the end of the stated period divided by NAV at the beginning of the
stated period, as a percentage.
PERCENTAGE OF PORTFOLIO THAT IS PROFITABLE
The percentage of the portfolio’s total value represented by companies generating a positive underlying EBITDA in
the last twelve months.
ROTE
Return on Tangible Equity the measure of a company’s net income relative to the tangible element of
shareholders’ equity, i.e. excluding intangible assets such as goodwill.
TOTAL LIQUIDITY
Total liquidity includes available cash and near-cash assets, including listed assets. The formula for total liquidity is
Cash and cash equivalents plus listed assets i.e. Level 1 assets under the IFRS fair value hierarchy.
TRADING MULTIPLE
With reference to an investment valuation, enterprise value divided by the annual revenue, or other financial metric
such as profit, of the company.