Job No: 54957 Proof Event: 21 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
CQS Natural Resouces Growth and Income PLC Annual Report for the year ended 30 June 2025
Focused on the future,
delivering value today
Annual Report
for the year ended 30 June 2025
Our Objective
To provide shareholders with capital
growth and income predominantly
from a portfolio of mining and resource
equities and of mining, resource and
industrial fixed interest securities.
IFC Our Objective
Strategic Report
1 Key Metrics
2 Why invest?
4 Performance Record
6 Chairman’s Statement
11 Investment Manager’s Review
15 Top Ten Largest Holdings
18 Portfolio at a glance
19 Investment Portfolio
22 Principal Risks, Uncertainties and
Mitigations
28 Business Review
32 Stakeholder Interests
(S. 172 statement)
39 Environmental, Social and
Governance (“ESG”) Statement
Corporate Governance
40 Board of Directors
41 Directors’ Report
45 Statement of Corporate Governance
50 Statement of Directors’
Responsibilities
51 Directors’ Remuneration Report
54 Directors’ Remuneration Policy
55 Report of the Audit Committee
Financial Statements
60 Independent Auditor’s Report to the
Members of CQS Natural Resources
Growth and Income PLC
66 Income Statement
67 Balance Sheet
68 Statement of Changes in Equity
69 Cash Flow Statement
70 Notes to the Financial Statements
General Information and
Annual General Meeting
88 Glossary of Terms and Definitions
91 Notice of Annual General Meeting
97 Report of the UK Investment
Adviser Relating to Matters under
the Alternative Investment Fund
Managers’ Directive
99 Corporate Information
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Strategic Report Corporate Governance Financial Statements
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Annual General Meeting
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC 1
Key Metrics
for the year ended 30 June:
For full results see page 4
1 Alternative Performance Measure (“APM”). A glossary of the terms used, including alternative performance
measures, can be found on pages 88 to 90.
2 Used by the Company as a comparator, not a benchmark. As at 30 June 2025, 72.2% of the portfolio was
attributable to the MSCI World Metals and Mining Index and 13.5% of the portfolio to the MSCI World Energy Index.
Please refer to the ‘by commodity’ illustration on page 18 for further detail.
3 Based on an annualised dividend of 8.03 pence per share (2024: annualised dividend, excluding special dividend,
of 5.60 pence per share).
Net asset value total return
1
2025 2024
4.6% 7.2%
MSCI World Metals and Mining Index total return
(sterling adjusted)
2
2025 2024
(4.5)% 7.3%
Dividend yield
1,3
2025 2024
4.0% 3.0%
Share price total return
1
2025 2024
9.3% 17.1%
MSCI World Energy Index total return
(sterling adjusted)
2
2025 2024
(7.7)% 17.4%
Dividend per share (pence)
2025 2024
8.03p 6.60p
Total return performance (cumulative)
1 Year 3 Years 5 Years
Since
inception*
Net asset value per share 4.6% 16.1% 155.8% 677.8%
Share price 9.3% 27.7% 206.8% 723.6%
MSCI World Metals and Mining Index (sterling adjusted)
3
(4.5)% 15.5% 62.5% 457.8%
MSCI World Energy Index (sterling adjusted)
3
(7.7)% 18.6% 128.6% 491.4%
* 31 July 2003.
2
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
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Why invest?
The Company:
●
provides exposure to value focused,
under-researched global energy
and resources equities, aided by the
investment trust closed-end structure;
●
has unconstrained flexibility to invest
in energy, mining or related service
industries which assists in levelling the
effect of cyclical impacts;
●
is well positioned to benefit from
potentially higher prices and profits
for natural resources companies,
following years of producer under-
investment and subsequent supply
constraint;
●
has direct exposure to global growth
and the energy transition to drive
long-term demand; and
●
pays an enhanced annual dividend of
circa 8 per cent. of NAV per annum.
Investment approach
The Company actively invests in global
energy and mining companies, with a
focus on total return. It also pays a regular
quarterly dividend of 2 per cent. of the
preceding quarter-end net asset value per
share, using capital reserves as necessary.
The flexible mandate allows the Company
to shift its portfolio weighting between
energy and mining, with the aim of
maximising returns depending on the
point in the cycle, whilst providing relative
value opportunities.
The closed-end structure is well suited
to allowing the investment management
team to focus on the best returns profile,
rather than liquidity as is the case with
Exchange Traded Funds (“ETFs”) and
open-ended investment companies. The
nature of this focus results in the Company
holding a large proportion of its holdings
in names that fall just below major index
or ETF inclusion, adding additional
upside potential should they become
included. The portfolio is invested mostly
in developers, producers and providers in
the natural resources sector with strong
earnings profiles and market caps around
£300m to £2bn, although also below and
above this range.
The majority of holdings are listed in North
America, Australia or the UK.
3Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
The portfolio managers
at CQS (UK) LLP (trading as Manulife | CQS Investment Management) (“Manulife | CQS”)
Ian Francis, Keith Watson and Robert Crayfourd have day-to-day responsibility for managing the Company’s portfolio.
Keith Watson joined the Manulife | CQS
team in 2013 and has over 30 years’
experience as an analyst and portfolio
manager in the natural resources sector.
Prior to Manulife | CQS, Keith held roles at
Mirabaud Securities, Evolution Securities,
Dresdner Kleinwort Wasserstein,
Commerzbank and Credit Suisse/BZW
and began his career in 1992 at Scottish
Amicable Investment Managers.
Robert Crayfourd joined the
Manulife | CQS team in 2011 and has
managed natural resources funds for over
20 years.
Prior to Manulife | CQS, Robert was
a portfolio manager at Universities
Superannuation Scheme and HSBC Global
Asset Management where he focused on
the natural resource sector.
Ian (Franco) Francis joined the
Manulife | CQS team in 2007 and has over
40 years’ of experience, primarily in the
high-yield fixed interest and convertible
sectors.
Prior to Manulife | CQS, Ian’s career has
included roles at Collins Stewart, West LB
Panmure, James Capel and Hoare Govett.
The investment process
The investment process involves leveraging where possible the macro understanding from within Manulife | CQS, a $17.0bn asset manager,
supporting commodity allocation decisions with hundreds of meetings a year with prospective companies, as well as extensive historical
knowledge of assets globally, steering the bottom-up stock picking. This allows the portfolio managers to focus on the key themes they
believe will generate the best chances at any particular point in the cycle.
Comparative indices
The Company does not utilise a formal benchmark but rather publishes its net asset value performance alongside two comparative
indices: the MSCI World Metals and Mining Index (sterling adjusted) and the MSCI World Energy Index (sterling adjusted) as these best
reflect the potential returns.
Gearing
The portfolio managers selectively employ gearing with the aim of enhancing returns. As at the year end, the Company utilised a gearing
facility with £9 million drawn down from a £25 million facility with BNP Paribas, representing a gearing ratio of 4.8%. On 11 September
2025, the Board met to consider the reduction of the Company's loan facility and determined to voluntarily decrease the facility limit from
£25 million to £15 million. As at the date of this Report, £11.5 million was drawn down from the revised facility.
Dividend
The Board considers that the dividend policy is very attractive to shareholders and this policy contributes an element of share price
stability.
The Company currently pays quarterly dividends which, this year, have totalled 8.03 pence per share. As announced on 28 May 2025,
the Company has adopted an enhanced annual dividend of circa 8 per cent. of NAV via a quarterly dividend policy of 2 per cent. of the
preceding quarter-end NAV, starting from the quarter ended 30 June 2025 (the Fourth Interim Dividend 2025 of 4.25 pence per share) paid
on 1 September 2025.
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
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4
Year ended
30 June 2025
Year ended
30 June 2024
Five years
ended
30 June 2025
Total Return
Net asset value per share
1
4.6% 7.2% 155.8%
Share price (mid market)
1
9.3% 17.1% 206.8%
MSCI World Metals and Mining Index (sterling adjusted)
2
(4.5)% 7.3% 62.5%
MSCI World Energy Index (sterling adjusted)
2
(7.7)% 17.4% 128.6%
As at
30 June 2025
As at
30 June 2024 % change
Capital Values
Net asset value per share
1
212.56p 209.44p 1.5%
Share price (mid market) 199.50p 189.00p 5.6%
Share price discount to NAV per share
1
6.1% 9.8%
Gearing
1
4.8% 10.1%
Year ended
30 June 2025
Year ended
30 June 2024 % change
Revenue Earnings and Dividends
Earnings per share 0.00p 6.39p (100.0)%
Dividends per share 8.03p 6.60p
3
21.7%
Dividend yield
1,4
4.0% 3.0%
Ongoing charges ratio
1
2.0% 1.9%
1 Alternative Performance Measure (“APM”). A glossary of the terms used, including alternative performance measures, can be found
on pages 88 to 90.
2 The Company uses the MSCI World Energy Index (sterling adjusted) and MSCI World Metals and Mining Index (sterling adjusted) as
comparator indices, not formal benchmarks, for its performance.
3 Including a special interim dividend of 1 penny which was paid on 2 September 2024.
4 Based on an annualised dividend of 8.03 pence per share (2024: annualised dividend, excluding special dividend, of 5.60 pence per
share).
Performance Record
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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5
Highest Lowest
Highs and Lows during the year ended 30 June 2025
Net asset value per share 228.95p 176.08p
Share price (mid market) 216.00p 165.75p
Discount (positive = premium) (14.2)% 2.0%
Dividend
per share Ex-dividend date Record date Payment date
Dividend History
Fourth interim dividend 2025 4.25p 31 July 2025 1 August 2025 1 September 2025
Third interim dividend 2025 1.26p 1 May 2025 2 May 2025 30 May 2025
Second interim dividend 2025 1.26p 30 January 2025 31 January 2025 28 February 2025
First interim dividend 2025 1.26p 24 October 2024 25 October 2024 22 November 2024
Total for year ended 30 June 2025 8.03p
Special interim dividend 2024 1.00p 1 August 2024 2 August 2024 2 September 2024
Fourth interim dividend 2024 1.82p 1 August 2024 2 August 2024 2 September 2024
Third interim dividend 2024 1.26p 25 April 2024 26 April 2024 28 May 2024
Second interim dividend 2024 1.26p 25 January 2024 26 January 2024 23 February 2024
First interim dividend 2024 1.26p 26 October 2023 27 October 2023 27 November 2023
Total for year ended 30 June 2024 6.60p
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 20256
Overview
Reflecting on the year ended 30 June 2025, my Board colleagues
and I are very pleased that the Company can continue with
the investment strategy unchanged and with a supportive
shareholder base. We, alongside the Investment Manager, believe
that the investment strategy can deliver further outperformance
relative to the Company’s comparator indices, given the flexibility
to maximise allocation, and capitalising on the opportunities
arising around broader macro trends.
Together wi
th the commentary which follows, I would like to draw
shareholders’ attention to the timeline of events set out overleaf
which I hope is helpful in aiding an understanding of the events
which have developed during the Company’s financial year and
to date.
I invite shareholders to read the Investment Manager’s Review,
beginning on page 11, for the team’s views on your Company’s
investments, an update on the current position and an outlook
for the year ahead and the longer-term future of your Company.
However, this overview would not be complete without some
observations on the recent performance of your Company.
Through an approach of analysing top-down macroeconomic
trends, the portfolio managers increased the weighting in
precious metals and that has led to very successful results.
The uplift in the value of uranium miners has also added to
the Company's NAV. This top-down approach, coupled with
bottom-up stock analysis, has contributed to another period of
outperformance of our comparator indices.
At the time of writing, the share price was 266 pence compared
with 203 pence immediately after the General Meeting held on
25 June. Further, I am pleased to report that, having traded at a
sustained premium, the Company has recently been able to sell,
effectively re-issuing, shares from treasury. It is gratifying to see
the shareholders who chose to remain invested in the Company
rewarded.
The Company is in good shape to
create further value with a clear,
uninterrupted pathway for growth.
The supportive trends in the natural
resources sector provide significant
tailwinds for investors. We look
forward to our future and thank our
shareholders for their support.
Christopher Casey
Chairman’s Statement
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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7
July
January
March
May
July
October
August
December
February
April
June
September
October
2024
2025
Declaration of a fourth
interim dividend of 1.82
pence per share and special
dividend of 1 penny per share
Circular to shareholders
with recommendation of the
Board to vote against the
Requisitioned Resolutions
and the Board’s undertaking
to complete a Strategic
Review, and Notice of First
General Meeting
Declaration of a second
interim dividend of 1.26
pence per share
Withdrawal of second General
Meeting requisition by Saba
following consultation and in
order that the Board expedite
the Strategic Review
Circular to shareholders with
conclusion of Strategic Review:
announcement of proposed
Tender Offer for up to 100 per
cent. of the issued share capital
and proposed value enhancing
initiatives, and Notice of
Second General Meeting
Result of Tender Offer
announced and Tender Pool
formed of 45.72% of the
Company’s shares in issue
(excluding shares held in
treasury)
Declaration of a fourth
interim dividend of 4.25
pence per share, the first
following the adoption of an
enhanced dividend policy of
2 per cent. of the preceding
quarter-end net asset value
Declaration of a first interim
dividend of 1.26 pence per share
Appointment of Louise Hall
and Seema Paterson as non-
executive directors with effect
from 1 August 2024
Annual General Meeting and
retirement of Helen Green and
Alun Evans as non-executive
directors
Receipt of first general meeting
requisition from Saba to
propose the removal of the
Company’s existing Board of
Directors and appoint two Saba
nominees (the “Requisitioned
Resolutions”), alongside six
other investment trusts
First General Meeting held and
Requisitioned Resolutions
defeated
Receipt of second general
meeting requisition from
Saba to propose providing
shareholders with an open-
ended equivalent of the
Company, alongside three
other investment trusts
Declaration of a third interim
dividend of 1.26 pence per share
Second General Meeting held
and resolutions passed to enact
Tender Offer and changes to
continuation vote
Tender Offer closed
Realisation of Tender Pool for
cash concluded
Cash exit for Tender Pool at a
Tender Price of 208.33 pence
per share
Shareholder Activity and Strategic Review
During the year, the Board was served with two notices
requisitioning general meetings by a major shareholder of the
Company, Saba Capital Management, L.P. (“Saba”). The Company
duly held a General Meeting in February (the “First General
Meeting”), at which Saba’s Requisitioned Resolutions were
defeated by shareholders and, following constructive discussions
with Saba, the second requisition notice was withdrawn.
The Board had already undertaken to commence a comprehensive
Strategic Review designed to identify a way forward to enhance
value for and in the best interests of all shareholders. This was
expedited following the First General Meeting and, at the end
of May, the Board proposed to offer shareholders a free choice
between remaining invested in the Company with value enhancing
initiatives, and/or exiting for cash through a Tender Offer.
The Tender Offer was approved by shareholders at the General
Meeting of the Company held on 25 June 2025 (the “Second
General Meeting”) and closed on 30 June 2025. A total of
29,334,059 shares, representing 45.72% of the shares in issue
(excluding shares held in treasury) were validly tendered. Saba
undertook to tender all of the shares it owned, which, at the time,
was equivalent to 29.07% of the Company's issued share capital
(excluding shares held in treasury).
Going forward, the Company and shareholders will benefit from
the following value-enhancing initiatives put in place by the
Board:
• a reduction of investment management fee, backdated with
effect from 1 May 2025 to a flat 1 per cent. per annum of
the NAV of the Company (a 20 basis point reduction on the
previous highest tier of fee);
• the adoption of an enhanced annual dividend of circa
8 per cent. of NAV via a quarterly dividend policy of 2 per cent.
of the preceding quarter-end NAV per share using capital
reserves as necessary and without any alteration to the
current investment strategy; and
• in order to provide shareholders who remain invested in the
Company after the Tender Offer with a period of stability, a
postponement of the next continuation vote until the AGM to
be held in 2028 and biennial continuation votes thereafter, in
accordance with good governance standards and as approved
by shareholders at the Second General Meeting.
In addition, to further provide stability, the Board obtained
agreement that the Investment Manager would not serve notice
on the Investment Management Agreement other than for
cause and entered into a Standstill Agreement with Saba until
the conclusion of the 2028 AGM, committing that Saba will not
requisition a general meeting or seek to remove the directors.
I invite you to refer to the circulars published by the Company
on both 28 May and 7 January 2025 which can be found on the
Company’s website and provide far greater detail than I am able
to within these few pages.
8
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
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Performance, discount and gearing
During the year to 30 June 2025, the Company’s net asset value
(“NAV”) total return per share returned 4.6%, outperforming the
total return of (4.5)% of its performance comparator, the MSCI
World Metals and Mining Index (sterling adjusted), to which 72.2%
of the Company’s portfolio (as at 30 June 2025) can be attributed.
The Company similarly outperformed the total return of (7.7)%
of the MSCI World Energy Index (sterling adjusted), however, the
Company’s portfolio has a smaller relative exposure (13.5% as at
30 June 2025) to this performance comparator.
As I highlighted in the Half Year Report, although the Company’s
short-term returns have the potential to be volatile, as explained
by the Investment Manager, over the longer term, the Company’s
NAV per share total return has been an impressive 155.8% for the
five years to 30 June 2025, compared with total returns of 62.5%
for the MSCI World Metals and Mining Index (sterling adjusted)
and 128.6% for the MSCI World Energy Index (sterling adjusted).
The Company’s share price total return over the year was 9.3%,
while the share price increased from 189 pence on 1 July 2024 to
199.50 pence as at 30 June 2025. As at 30 June 2025 the discount
to NAV was 6.1%. Over the year the discount averaged 8%,
compared with 15% over the course of the previous financial year.
During the year, the Company bought back a total of 2,002,114
shares into treasury at a cost of £3.6 million and at an average
discount of 11.2%. The resulting NAV accretion was 0.4%. The
Company’s discount narrowed since the Company started buying
back shares in April 2024, but also as Saba reported increases
in its shareholding in the Company towards the end of the 2024
calendar year. The Company has not repurchased any of its own
shares, other than under the Tender Offer, since 31 October 2024.
As at 30 June 2025, the Company had 64,157,838 shares in issue
(excluding 2,730,671 shares held in treasury).
The Company’s £25 million credit facility with Scotiabank expired
after a one-year term on 13 September 2024 and, following the
Board’s review of alternative credit facility providers, the Company
entered into a two-year agreement with BNP Paribas for the
provision of a £25 million secured revolving credit facility. On
11 September 2025, the Board met to consider the reduction of the
Company's loan facility and determined to voluntarily decrease the
facility limit from £25 million to £15 million to reflect the reduced
size of the Company, following the Tender Offer. Further detail can
be found within Note 12 to the Financial Statements.
Continued market volatility and several months of uncertainty
for the Company as a result of the Strategic Review led the
Investment Manager to reduce gearing over the year from 10.1%
at the start of the year to 4.8% as at the year end. As at 30 June
2025, £9 million had been drawn down from this facility (30 June
2024: £17 million). As at the date of this report, £11.5 million has
been drawn down.
Chairman’s Statement continued
Dividends and income
As I wrote following the six month reporting period to
31 December 2024, the Income Statement on page 66 and
Note 2 to the Financial Statements reports an overall reduction
in income from investments during the year. This continues
to be due to a conscious repositioning of the portfolio by the
Investment Manager in leading a total return investment strategy,
in anticipation of continued market turbulence. As shown by the
‘by commodity’ illustration on page 18, the Company’s exposure
to high-yielding shipping stocks was reduced by 16% between
30 June 2024 and 30 June 2025 and exposure to precious metals,
which are typically lower yielding, was increased by 55% in the
same period. Whilst having a positive effect on capital returns
during the period, this inevitably created the reduction in income.
Your Company has paid four interim dividends totalling 8.03
pence per share in respect of the year. This compares with
6.60 pence per share paid in respect of the year ended 30 June
2024. Please see the following ‘Post reporting period update’
section for further detail in respect of changes to the Company’s
dividend policy.
4.6%
9.3%
4.0%
Net asset value per share total return
Share price total return
Dividend yield
Highlights
9Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
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Annual General Meeting
Post reporting period update
A dividend of 4.25 pence per share was declared on 15 July
and paid on 1 September to shareholders on the register on
1 August. Whilst this was the fourth interim dividend in respect of
the year ended 30 June 2025, it was the first declared following
the adoption of the enhanced dividend strategy announced
as part of the value-enhancing initiatives put in place by the
Board during the year and based on 2 per cent of the preceding
quarter-end NAV per share. We know that many of the Company’s
shareholders already reinvest their dividends, however, we
remind shareholders who hold their shares on retail investment
platforms that many platforms offer customers the ability to
automatically reinvest dividends.
Following the year end, your Company has experienced further
share price growth of 33.3% with the share price reaching
266 pence at the time of writing (market close on 24 October).
This has primarily been driven by strong performance in precious
metals sector and the catch up of precious metals miners, and
the Company’s large weighting to the sector.
On 29 September, the Company’s share price had consistently
traded at a premium to its NAV and the Board took the decision
to sell shares out of treasury. Since then, a total of 265,000 shares
have been sold from treasury at an average price of 314.75 pence
per share and at a premium of at least 2.0% to NAV.
The Board is conscious that, having issued shares at a premium
to net asset value, the Company’s shares should not trade at too
wide of a discount to their NAV. Bearing in mind the underlying
volatility of the markets in which the Company invests, the Board
has determined to use share buybacks with the aim of maintaining
a single digit discount to the Company’s NAV per share in normal
market conditions.
As announced by the Company separately, on 1 October
Cavendish purchased, as principal, 29,334,059 shares validly
tendered under the Tender Offer at the Tender Price of
208.33 pence per share. Cavendish then sold these shares back
to the Company and 8,800,000 of the shares tendered were
retained to be held in treasury and the remainder cancelled. As at
24 October, the latest practicable date prior to the publication of
this Report, the Company’s issued share capital (excluding shares
held in treasury) comprised 46,354,450 shares, with 11,265,671
held in treasury and able to be re-issued.
Board of Directors
In August 2024, we were pleased to welcome Louise Hall and
Seema Paterson to the Board ahead of the retirement of two
long-standing and dedicated non-executive directors, Alun Evans
and Helen Green, at the 2024 AGM. These changes resulted in
my succession to the role of Chairman of the Board and Seema’s
succession to the role of Chair of the Audit Committee.
Shareholders may note that both Carole Cable and I have recently
entered our ninth year of tenure having been non-executive
directors of your Company since October 2017. Carole and I
will both seek re-appointment by shareholders at the AGM in
December, however, it is the current intention that Carole will
retire at the conclusion of the AGM to be held in 2026, in-line
with best practice corporate governance. Carole’s contribution
to the Board throughout her tenure has been admirable, but
especially so during the course of this year in using the depth of
her expertise to guide the Board and the Company’s advisers to
ensure the best possible communication and engagement with
shareholders in difficult circumstances.
Following in-depth consideration of succession planning by
the Nomination Committee, it is currently the intention that
I shall continue to serve as Chairman until the conclusion of
the AGM to be held in 2027, following which I shall retire. The
Nomination Committee assessed the impact of the simultaneous
retirement of both Carole and me following respective nine year
tenures and concluded that this staggered retirement would be
in the interests of orderly succession and facilitate continuity
and stability of the Board. The Nomination Committee do not
consider that my serving on the Board for more than nine years
from the date of first appointment impacts my independence
as a non-executive director. Further, given the events over
the second half of the financial year, it is highly appropriate to
have stability and continuity within your Board to deliver on
the Company’s strategy. Despite this anticipated delay to my
expected retirement, succession planning efforts will continue
to be a priority for the Nomination Committee, capably led by
Paul Cahill.
The Board is proposing to increase the maximum aggregate
amount potentially payable to Directors by way of fees for their
services as Directors under Article 80 from £200,000 to £250,000
in any financial year. This proposed limit increase is not due to
any unusual rise in Directors’ fees, which are expected to be
approximately £182,000 in the current financial year (excluding
any expenses to be claimed), but to provide flexibility in the
timing of future board recruitment and in order to ensure that the
levels of remuneration continue to be sufficient to attract and
retain directors of the Company.
Annual General Meeting (“AGM”)
The business of the AGM is summarised in the Directors’ Report
on pages 43 and 44 and the Notice of Meeting beginning on
page 91. The AGM will be held at One Fleet Street Place, London,
EC4M 7RA at 12 noon on Tuesday, 9 December 2025.
As mentioned earlier, the Board will not propose an annual
continuation vote at this year’s AGM. While the continuation
vote at each AGM was not enshrined in the Company's articles,
it had been a firm commitment from the Board since 2003, and
an ordinary resolution to effect the change of policy for future
continuation votes was approved by shareholders at the General
Meeting held on 25 June. The Board believes that a biennial
continuation vote following the AGM to be held in 2028 strikes a
better balance between the ability of shareholders to discontinue
the Company, which the Board considers an important feature,
and the longer investment cycle over which performance and
prospects should be judged given the cyclicality of the underlying
investments in the natural resources sector.
10
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As well as the formal proceedings, this will be an opportunity to
meet the Board and to receive a presentation from our portfolio
managers and we hope as many shareholders as possible will
attend. Shareholders can submit questions in advance by writing
to the Company Secretary, Frostrow Capital LLP (“Frostrow”), at
cosec@frostrow.com.
The Board encourages all shareholders to exercise their right to
vote at the AGM and, where possible, to do so in respect of the
meeting online in advance. Registering your vote in advance
will not restrict you from attending and voting at the meeting in
person should you wish to do so.
The Board recommends that shareholders vote in favour of all
resolutions as each of the Directors intends to do in respect of
their own shares.
Outlook
As our portfolio managers highlight in their review, the
environment in which the Company invests remains subject
to ongoing global macroeconomic uncertainty. However, the
portfolio managers continue to keep investment allocation
keenly under review and we share their optimism for future
opportunities.
Amid persistent global economic uncertainty and rising
government debt, the Company maintains a high allocation to
undervalued precious metals equities, which continue to offer
attractive fundamentals, despite recent volatility. Through active
fund management, the team has taken profits in outperforming
names and rotated into laggards to manage risk and capture
value. Looking ahead, concerns over currency debasement
and long-term demand for real assets - driven by themes such
as energy security, decarbonisation, and AI infrastructure - are
expected to support broader investor interest in commodities.
Chairman’s Statement continued
I must also inform shareholders that Ian “Franco” Francis will step
away from his role as co-portfolio manager of the Company with
effect from 28 October. My Board colleagues and I would like to
thank Franco for his greatly valued expertise and contribution
to the Company’s performance over many years. We have full
confidence in the ability of Robert Crayfourd and Keith Watson
to manage the Company’s investments and deliver out-
performance against comparator in
dices. Further detail can be
found within the Investment Manager’s Review on page 14.
I would like to extend our sincere thanks to shareholders for their
continuing support of the Board, the Company and its Investment
Manager during what has been an unusual and challenging year,
and we look forward to seeing you at the forthcoming AGM.
Christopher Casey
Chairman
27 October 2025
Capitalised terms not otherwise defined in this Report have the meaning given to
them in the circulars published by the Company on 7 January and 28 May 2025.
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Performance
The net asset value in total return terms was a positive 4.6% for
the financial year to 30 June 2025, one that proved particularly
turbulent. Encouragingly, this return has also been achieved
against a headwind of sterling strength, with the pound having
risen nearly 9% against the US dollar. This full year gain compares
with sterling adjusted returns of (4.5)% and (7.7)% for the
MSCI World Metals and Mining and MSCI World Energy indices,
respectively.
Outperformance has primarily been led by the Company’s
large precious metals weighting (47% as at the year end),
whilst a bounce back in uranium miners as we approached the
Company’s year end, after a bout of weakness, has also helped
the Company’s performance. In comparison, industrial base
metals and iron ore have been weak, as have oil prices. These
commodities have continued to struggle as a result of a still
relatively muted demand growth outlook and in the case of
energy, a shift in OPEC+ strategy targeting market share.
After the encouraging performance over the year, we believe
the portfolio’s fundamental positioning can sustain further
momentum. Indeed, at the time of writing, since the financial
year end, the Company has achieved 49.2% NAV total return
while sterling adjusted returns for the MSCI World Metals and
Mining and MSCI World Energy indices stand at 31.5% and 6.2%
respectively.
While precious metals made the most significant contribution to
the Company’s returns, the performance of individual precious
metal stocks has been somewhat disjointed, and as a result,
provided attractive investment opportunities. Of note, having
reduced holdings in gold producer, Emerald Resources, in 2024
after significant growth in performance, the Company rebuilt
its position in the period under review following a substantial
derating and this proved to be the right decision. The position in
gold producer, Ora Banda, whose share price had outperformed
the precious metal sector into calendar Q4 2024 was reduced
ahead of some slower-than-expected progress in its underground
development. Similarly, the position in producer, Greatland Gold,
was pared back as has the holding in explorer, Collective Mining.
Proceeds from such sales were reinvested, with positions taken in
developer, Polymetals, which will produce significant quantities
of silver from its mine restart, and explorers, Goliath Minerals and
Southern Cross Gold, which both appear to be well positioned
to delineate large-scale, high grade gold resources in Canda and
Australia respectively.
One of the more significant detractors to the Company’s returns
was its exposure to lithium, principally via the holding in Sigma
Lithium. While significantly reducing the allocation to this sector
some time ago, a residual position was retained given Sigma’s
growth potential and industry leading economics. A sharp fall in
lithium prices and equity derating across the sector has acted as a
drag to the Company’s performance. A supply correction appears
to be underway and, to this end, some modest increase in the
Sigma position took place early in the financial year although we
have yet to see improvement in the underlying lithium price or
indeed the share price.
Investment Manager’s Review
Keith Watson Robert CrayfourdIan (Franco) Francis
“The Company’s large weighting to gold
continues to drive performance”
12
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Elsewhere, the Company has also topped up its position in
Tamboran Resources, which has more recently consolidated
its land position in the highly prospective Beetaloo gas field
in Australia, which has the potential to exceed the Marcelus in
its scale at more advantageous prices. Though some patience
will be required, with its pre-eminent strategic position in this
region the stock has the potential to grow into an E&P major,
representing an extremely attractive risk/reward investment.
Portfolio Allocation
The portfolio positioning has remained much the same over our
fiscal year. With currency devaluation increasingly coming under
scrutiny, reflecting strained government borrowing requirements
from a position of already extended indebtedness, and a backdrop
of muted underlying economic growth, the Company’s portfolio
remains weighted towards precious metals. President Trump’s “Big
Beautiful Bill” (“BBB”) is only the latest example of government
spending which has focused attention on the value of currencies.
Unfortunately, many other economies are in a similar boat. The
“weaponisation” of the US dollar has been another significant
contributor to its recent softness. These factors continue to
underpin central banks’ continued buying. In such an environment,
and with equity valuations remaining near historic lows, precious
metals remains the highest sector exposure for the Company. This
is highlighted in the chart above.
Adjusting for the acceleration of trade in an effort to beat
incoming tariffs, underlying aggregate growth remains muted.
In China, stimulus measures are being targeted selectively at
consumers and productivity improvements rather than the
struggling commodity-consuming property sector, which
remains in the doldrums. Though the longer-term prospects
for metals such as copper is positive, the near-term outlook
warrants some caution, particularly given significant pre-emptive
inventory building.
Furthermore, though the aggressive tariffs proposed by President
Trump earlier in the calendar year were briefly watered down,
they have since been reapplied and the underlying economic
impact has yet to be felt. This uncertainty will continue to apply
pressure on inflation, aggregate demand and industrial growth,
which remain largely muted, with pockets of considerable
weakness in regions such as Europe.
In light of factors such as pre-tariff stockpiling, which we expect
to dampen demand in the near-term, together with the less
attractive valuation of industrial metal miners, the Company’s
exposure to industrial metal producers remains relatively low.
Macro Position
President Trump’s “liberation day” on 2 April, in which he
stated the US would look to apply tariffs to the majority of its
global trading partners, upended global markets, with the
scale of threatened tariffs a shock when compared with market
expectations. Global markets responded poorly, bottoming out
on 8 April, before rebounding strongly. Behind this recovery,
market perceptions adjusted to anticipate a dial-back in the
overly aggressive tariff rates whilst significant front-loading of
imports also played a role in disguising the impact of tariffs on
the real economy.
Ultimately, these tariffs are a consumer tax that will be passed
directly through to the US consumer and show via reduced
consumption or inflation or a mix of the two. Perhaps more
telling is the fact that despite the recovery in broader US equity
markets, such as the S&P which has since reached new highs, in
many non-US dollar currencies, US investments remain lower
than at the start of the calendar year, testament to the impact
of recent US dollar weakness. This may have repercussions with
respect to previous momentum driven investment styles with
the more recent focus on the currencies’ worth potentially seeing
more meaningful allocation into the commodity asset class more
broadly and particularly into gold.
Investment Manager’s Review continued
Exposure Trend
31 Dec 2020
31 Dec 2021
30 June 2021
31 Dec 2022
30 June 2022
31 Dec 2023
30 June 2023
31 Dec 2024
30 June 2024
30 June 2025
Long Exposure (% NAV)
100.00%
50.00%
Breakdown
Energy
Precious Metals
Base Metals
Fixed Interest
Soft Commodities
Other
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On the back of this uncertainty, precious metals have been the
standout performer over the most recent six-month period, with
gold and silver up 26% and 25%, respectively, benefiting the
Company’s large exposure to this equity sector.
Elsewhere, crude markets have been softer over the period, with
benchmark prices falling 8%. The combination of weak global
demand growth and OPEC shifting back to a market share over
price protection strategy weighed on the oil price. The Company
has a much reduced energy weighting, with the energy exposure
more weighted to gas, limiting any impact from the oil move to
performance.
US debt sustainability remains a keen focus behind the Company’s
portfolio allocation, though, as ever, the timing of any potential
shift to this remains uncertain. While a rate reduction cycle appears
likely, as the delayed impact of tariffs weighs, the pace of reduction
is hindered by stubbornly high inflation. With President Trump’s
policies deterring foreign buyers of US assets combining with
a demographic risk from an approaching peak in US boomers’
savings, the pool of buyers for Treasuries creates a difficult
backdrop for authorities to continue running a $2-3trn/yr deficit.
With this backdrop, we still believe gold remains one of, if not
the most attractive asset classes. While understood by Central
Banks who have been the primary drivers of demand and prices
that have repeatedly made new highs over the last 12 months,
financial market investors have largely been on the sidelines,
adding only 7 million oz since February. While central banks
are likely to remain solid buyers of gold, uncertainty around
government debt sustainability may drive more financial market
demand over the coming quarters.
Our other investment themes remain similarly intact from last
year. Notably, AI and the huge spend by the world’s largest tech
companies continues to support investment in clean energy
including nuclear power. While subsidies are increasingly under
threat for intermittent renewable energy, primarily wind and
solar, there has been a huge drive to roll out nuclear power, where
the key positive remains its ability to generate carbon free base
load generating ability. Recent power purchase agreements
by large tech companies, bear testament to the resurgence in
demand for fuel, which remains in deficit. Though uranium prices
0
50
100
150
200
250
300
Net asset value per share total return over the 5 years to 30 June 2025
June 2020
June 2021
June 2022
June 2023
June 2024
CQS Natural Resources Growth
and Income PLC NAV per share
MSCI World Metals and Mining Index (sterling adjusted) MSCI World Energy Index (sterling adjusted)
June 2025
Source: Frostrow Capital LLP
14
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retreated from 2024 highs of over $100/lb, the outlook continues
to improve with nations globally setting targets to triple
generating capacity by 2050. China continues to roll out new
reactors at a rate of c.10 a year in an effort to raise the sector’s
share of generating capacity from on 5% currently (versus 20% in
established markets such as the US and Europe).
Meanwhile, following the burst of buying activity around 18
months ago, utilities have been dormant and with inventories
now approaching critically low levels, there is an increasing risk
that they will once again enter the market, which may sustain the
performance of related equities which have latterly contributed
to performance. Gas will also remain an important factor in the
growth of tech-led energy demand and this, along with shipping,
remains the most important exposure in the fossil sector
allocation for the Company.
The Company has also begun to selectively add back lithium
investments following the sharp correction in commodity prices
and equity valuations.
Investment Management Team
Manulife | CQS Investment Management have been the Company’s
Investment Manager since 2007. Ian “Franco” Francis, the chief
investment officer for the four investment companies managed
by Manulife | CQS, has been a part of the investment management
team since 2007 and has been responsible for the fixed interest,
convertible and preferred stock investments in the portfolio.
The Company is now following a total return strategy with an
increased dividend, which is being funded, in part, from capital
growth and, as a result, the proportion of non-equity investments
has reduced and is currently only 2.3% of the portfolio. Manulife
| CQS have therefore agreed with the Board of Directors
that Franco will step down from the Company’s investment
management team from 28 October to concentrate on his other
fixed interest portfolio management clients. Robert Crayfourd
and Keith Watson will continue as joint portfolio managers with
day-to-day responsibility for managing the Company’s portfolio.
Outlook
At time of writing, aggregate global economic growth remains
elusive while underlying activity is potentially flattered by
inventory building, a pre-emptive effort to smooth out the
effects of US trade policies. With little to suggest an end is
in sight for fractious international trade, which is acting as a
considerable drag to economies, the sustainability of growing
government indebtedness has moved rapidly into focus. In such
an environment a high weighting to precious metals equities
continues to appear appropriate, particularly as they have yet to
fully appreciate the move up in underlying metal prices and they
remain near historically low valuations. In this context, despite
their recent strong performance, precious metal equities remain
the largest sector allocation in the Company’s portfolio. This
remains the case despite significant recent sector volatility. To
mitigate against the effect on performance from such volatility,
the Company, during the latest run in prices, exited some
positions such as Wheaton Precious Metals and also rotated
from outperforming stocks, such as Equinox and Ora Banda,
Investment Manager’s Review continued
into laggards. Importantly, despite the recent volatility, there
is little to suggest any fundamental change to the reasons for
increasing investor allocations towards under-owned gold and
the prospect of sector inflows, particularly via equities which
remain attractively valued.
Outside of this safe-haven asset class, thematics behind the
global nuclear renaissance remain supportive for continued
investment which is reflected by holdings in Tier One
developers such as NexGen.
Elsewhere, while distortions from stockpiling may still be
propping up industrial commodity prices, related premium
equity valuations are not sufficiently attractive to warrant more
meaningful asset reallocation in the near-term. As a result, it
appears prudent to wait for better opportunities to rebalance
towards these sectors. This is the case for base metals such
as copper, where the modest portfolio exposure is primarily
directed at early-stage development assets that have the
potential to deliver metal in the future.
The same is also true of traditional energy markets. Typically, a
lead indicator on broader economic growth and at the forefront
of the current geopolitics, crude oil markets are still absorbing
a reversal in OPEC+ strategy towards volume over value, while
China's strategic stockpiling is acting to support prices. Natural
gas markets are also dealing with more recent expansion
in production and export capacity from North America and
production increases in the Middle East. On the related energy
equities side, this situation has yet to be fully discounted.
Natural gas (and nuclear as mentioned above) remains a
favoured sector as a cleaner stopgap method of delivering
power over the medium-term and longer term respectively, to
replace coal fired power.
Looking ahead, we believe the fear of currency debasement,
due to over indebted governments forced to allow inflation
to run higher than they would otherwise tolerate via currency
devaluation, will be a defining factor of the next decade. This
is supportive for all real assets and a key driver of the recent
strength in gold. Although current sentiment for the resources
sector as a whole remains muted, growing demand for key
commodities leveraged to economic growth, energy security,
decarbonisation and the growth in AI data centres, will underpin
the sector given expected future supply deficits. We believe this
should support a broader reallocation of assets within generalist
investor portfolios as they take advantage of these mega
trends and will provide a tailwind to valuations beyond current
attractive fundamentals. We will continue to identify smaller
and emerging commodity specific cycles within this longer
term thematic, with our key focus on creating value. The active
allocation within the portfolio provides the flexibility to act on
opportunities and we are watching carefully for the right time to
shift the current high precious metal weighting into the likes of
oil and copper when valuations are sufficiently depressed.
Ian (Franco) Francis, Keith Watson and Robert Crayfourd
Manulife | CQS Investment Management
27 October 2025
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Top ten largest holdings
as at 30 June 2025
Emerald Resources
(5.7% of investments)
An Australian listed gold producer, with
a producing mine in Cambodia and
development asset in Australia. The
company has successfully commissioned
its low cost Okvau gold mine in Cambodia
on time and budget. This strong
management team has a long history
of delivering mines on time and budget
and are self-funded for the future growth
profile.
Sales
(372)
Purchases
716
59
Fair value gains
£’000
NexGen Energy
(8.2% of investments)
A tier 1 uranium development asset in
the established Athabasca Basin uranium
mining district in Saskatchewan, Canada,
has the potential to be the lowest cost
uranium mine globally. As a zero-carbon
source of energy, civil nuclear power
generation and hence uranium, may gain
further traction in global energy mix.
Sales
–
Purchases
1,384
(530)
Fair value losses
£’000
The Company operates the Telfer
gold mine, one of Australia’s largest
gold-copper mining complexes and is
concurrently developing the nearby
world-class Havieron gold-copper project
and exploring across a significant regional
portfolio.
Sales
(500)
Purchases
2,704
4,867
Fair value gains
£’000
Greatland Gold
(4.9% of investments) (new investment in 2025)
16
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Financial statementsGovernanceStrategic report
Top ten largest holdings continued
as at 30 June 2025
West African Resources
(4.5% of investments)
An Australian listed emerging
mid-tier gold producer based
in the West African region. The
company acquires, explores and
develops resource projects, and
serves customers in West Africa and
Australia.
Sales
(1,509)
Purchases
341
1,713
Fair value gains
£’000
Frontline
(3.8% of investments)
A leading listed seaborne transporter
of crude oil and refined products.
The company owns and operates
one of the largest and most modern
fleets in the industry, consisting of
VLCCs, Suezmax tankers and LR2 /
Aframax tankers. Due to Frontline’s
brand, financial flexibility and
significant scale, it holds a unique
position among its peers.
Sales
(2,538)
Purchases
4,138
(2,101)
Fair value losses
£’000
REA Holdings
(3.5% of investments)
A leading contributor to responsible
palm oil production globally. REA
has a commitment to produce
sustainably and has also received
Roundtable on Sustainable Palm Oil
certification. Following substantial
cost cutting measures the group
is well placed to benefit from the
recent recovery in the crude palm oil
price.
Sales
(145)
Purchases
–
546
Fair value gains
£’000
Ora Banda Mining
(3.5% of investments)
An Australian gold exploration and
development company, with 100%
ownership of the Davyhurst Gold
Project in the highly productive
eastern goldfields region of Western
Australia.
Sales
(3,780)
Purchases
–
4,778
Fair value gains
£’000
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To see a full breakdown of our investments as at 30 June 2025 see pages 19 to 21
Southern Cross Gold
(3.4% of investments) (new investment in 2025)
An Australian gold exploration company
with projects including Sunday Creek,
Redcastle and MT ISA. The Company
owns 100% of Sunday Creek epizonal-
style gold project in Australia which
is considered to be the best new high
grade and large exploration discoveries
to come out of Australia in recent times.
The Company is also engaged exploring
in antimony in the Victorian Goldfields.
Sales
–
Purchases
1,102
3,705
Fair value gains
£’000
BW LPG
(3.3% of investments)
The world’s largest independent
LPG shipper, predominantly sending
propane from the US and Middle East to
Asia. Propane is a by-product of shale
production, so benefits from increased
activity in the US. Napha switching at
refiners and displacing wood for propane
as fuel in the likes of India are major
drivers of demand growth. The company
has a strong capital returns policy,
primarily through dividends.
Sales
(930)
Purchases
1,402
(2,659)
Fair value losses
£’000
Tamboran Resources
(3.2% of investments)
A US listed natural gas exploration and
production company, which specialises
in the transition to cleaner energy
and supports the energy transition by
developing commercial production of
natural gas and net zero equity scope 1
and 2 emissions. Tamboran Resources
conducts its business in Australia.
Sales
(66)
Purchases
–
(542)
Fair value losses
£’000
18
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Portfolio at a glance
0 5 10 15 20 25 30 35 40
Unquoted
Europe
UK
US
Australia
Canada
2025 % of total investments
2024 % of total investments
By commodity
By location of listing
0 10 20 30 40 50
Palm Oil
Diversified Minerals
Royalty
Coal
Lithium
Rare Earth
Fixed Interest Securities
Copper
Base Metals*
Shipping
Oil & Gas
Uranium
Precious Metals
2025 % of total investments
2024 % of total investments
* Comprises polymetallic investee companies.
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Annual General Meeting
Company Sector
Valuation
£’000
% of total
investments
NexGen Energy Uranium 11,728 8.2
Emerald Resources Precious Metals 8,153 5.7
Greatland Gold Precious Metals 7,071 4.9
West African Resources Precious Metals 6,486 4.5
Frontline Shipping 5,401 3.8
REA Holdings
1
Fixed interests 5,082 3.5
Ora Banda Mining Precious Metals 4,946 3.5
Southern Cross Gold Precious Metals 4,807 3.4
BW LPG Shipping 4,689 3.3
Tamboran Resources Oil & Gas 4,563 3.2
Top ten investments 62,926 44.1
Equinox Precious Metals 4,354 3.0
Ur-Energy Uranium 4,075 2.8
Wheaton Precious Metals Precious Metals 3,276 2.3
Transocean Oil & Gas 3,191 2.2
Robex Resources Precious Metals 3,102 2.2
Lynas Corporation Rare Earth 3,090 2.2
Polymetals Resources Precious Metals 2,750 1.8
Westgold Resources Precious Metals 2,574 1.7
Peyto Exploration & Development Oil & Gas 2,493 1.7
Diamondback Energy Oil & Gas 2,475 1.7
Top twenty investments 94,306 65.7
G Mining Precious Metals 2,398 1.7
Solaris Resources Copper 2,264 1.6
Collective Mining Base Metals 2,185 1.5
Talon Metals Base Metals 2,112 1.5
Vermilion Energy Oil & Gas 1,804 1.3
ISOEnergy Uranium 1,802 1.3
Denison Mines Uranium 1,751 1.2
TDG Gold Precious Metals 1,682 1.2
Americas Gold and Silver Precious Metals 1,664 1.2
Afentra Oil & Gas 1,607 1.1
Top thirty investments 113,575 79.3
Investment Portfolio
as at 30 June 2025
1
Includes REA Holdings 9% preference shares valued at £4,581,000 (2024: £4,063,000) and REA Finance 8.75% 31/08/2025 valued at £502,000 (2024: £460,000).
20
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Company Sector
Valuation
£’000
% of total
investments
Metals X Base Metals 1,592 1.1
Paladin Energy Uranium 1,458 1.0
MAG Silver Precious Metals 1,422 1.0
Thungela Resources Coal 1,403 1.0
EOG Resources Oil & Gas 1,396 1.0
Foran Mining Base Metals 1,272 0.9
WESDOME Gold Mines Precious Metals 1,223 0.9
Solgold Copper 1,094 0.8
Cerrado Gold Base Metals 1,076 0.8
Sigma Lithium Resources Lithium 1,043 0.7
Top forty investments 126,554 88.5
Integra Resources Precious Metals 957 0.7
Leo Lithium Lithium 932 0.7
True North Copper Copper 893 0.6
Newcore Gold Precious Metals 892 0.6
Eldorado Gold Precious Metals 884 0.6
Osisko Development Precious Metals 849 0.6
Vizsla Silver Precious Metals 683 0.5
New World Resources Copper 680 0.5
Ero Copper Copper 667 0.5
Greenheart Gold Precious Metals 624 0.4
Top fifty investments 134,615 94.2
Spartan Delta Oil & Gas 606 0.4
Central Asia Metals Copper 603 0.4
Golden Horse Minerals Precious Metals 561 0.4
CVW Cleantech Royalty 548 0.3
Patriot Battery Metals Lithium 518 0.3
Platinum Group Metals Precious Metals 481 0.3
Shelf Drilling Oil & Gas 443 0.3
Euronav Fixed interests 436 0.3
Firefinch Precious Metals 431 0.3
Ithaca Energy Oil & Gas 394 0.3
Top sixty investments 139,636 97.5
Investment Portfolio continued
as at 30 June 2025
21Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Company Sector
Valuation
£’000
% of total
investments
2020 Bulkers Shipping 392 0.3
Mawson Finland Precious Metals 386 0.3
Rupert Resources Precious Metals 384 0.3
NorAm Drilling Oil & Gas 356 0.2
Cosa Resources Uranium 330 0.2
Castile Resources Base Metals 316 0.2
C3 Metals Precious Metals 313 0.2
Tharisa Precious Metals 270 0.2
Silver Mountain Resources Precious Metals 231 0.2
Odyssey Gold Precious Metals 163 0.1
Top seventy investments 142,777 99.7
Other investments 489 0.3
Total 143,266 100.0
Further details on the Company’s top ten largest holdings within its Investment Portfolio are on pages 15 to 17.
22
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Risks are inherent in the investment process and it is important that their nature and magnitude are understood so that they can
be identified and can be controlled to the extent possible. The Board is responsible for managing risks faced by the Company and,
through delegation to the Audit Committee, has established a detailed framework to manage the key risks to which the business is
exposed with associated policies and processes devised to mitigate, to the extent possible, those risks.
A risk management process has been established to identify and assess risks, their likelihood and the possible severity of impact.
For each risk identified, during the year the Audit Committee considers both the likelihood and impact of the risk and then assigns
an inherent risk score. The scoring of the risk is then reconsidered once the respective key mitigations are applied, and a residual risk
score is assigned.
Principal risks and mitigations are discussed regularly at Audit Committee meetings and the summarised conclusions of such
meetings held during the year are set out below.
Principal Risks, Uncertainties and Mitigations
Risk and trend Principal Risks and Uncertainties Controls and mitigations
Investment and
Strategy Risk
→
Underperformance of Company resulting in
loss of shareholder interest.
Inappropriate investment strategy,
including country and sector allocation,
stock selection and the use of gearing,
could lead to poor returns for shareholders.
Investment objectives are not met,
Company does not perform well against
peers/benchmark, internal targets are not
met.
Loss of shareholder interest could result in
widening of discount and diminished ability
to issue new shares and grow the Company.
Liquidity of the Company’s shares in the
market would be reduced.
Board and Committees
• The Board has appointed Manulife | CQS as
Investment Manager as they have long and deep
natural resources knowledge, networks and
experience. The portfolio managers understand
the global trends of energy transition, digital
and economic growth and energy security. The
Board receives and reviews the explanation of
significant asset selection decisions and the
rationale for the composition of the investment
portfolio provided by Manulife | CQS at quarterly
Board meetings and interim dividend review
meetings.
• The Company spreads investment risk over a
portfolio of global resource quoted equities and
fixed-interest securities and the Board regularly
monitors the spread of investments to ensure
that it is adequate to minimise the risk associated
with specific countries or sectors.
• The Management Engagement Committee
reviews Manulife | CQS’s appointment and
performance annually.
Key Service Providers
• Manulife | CQS has a well-defined investment
strategy and process and an investment
management contract, which includes safeguards
such as provision of service termination,
is in place which defines their duties and
responsibilities.
• Manulife | CQS produces monthly factsheets,
which include an investment commentary.
→
→
→
Risk trend and levels
Change in inherent risk assessment over the last financial year:
Increasing Stable Decreasing
23Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Risk and trend Principal Risks and Uncertainties Controls and mitigations
• Reports and updates on the Company’s
investment portfolio, including currency
exposures, and recent transaction, latest
income and expense forecasts are prepared
by Manulife | CQS and Frostrow for the Board’s
review at each quarterly meeting.
• Frostrow produces a monthly compliance report,
confirming the Company’s compliance with its
published Investment Policy and restrictions, or
reporting any breaches or issues.
Market, Sector and
Geopolitical Risk
→
By the nature of its investing activities,
the Company’s portfolio is exposed
to fluctuations in market prices (both
individual security prices and foreign
exchange) and also risks associated with
the specific sectors in which its portfolio
companies operate, such as inflation,
interest rates, commodity and energy
prices.
Geopolitical developments and regional
conflicts could affect the environment in
which the Company operates, resulting in
volatilities in prices, foreign exchange rates
and interest rates, which can negatively
impact the value of the Company’s
investments and/or demand for its shares.
Excess exposure to any stocks or sectors,
geographies or currencies could reduce
diversification and lead to unacceptable
volatility of returns.
Board and Committees
• The closed-end structure of the Company is
an essential part of the Board's management
of this risk, ensuring that parts of the portfolio
do not have to be sold to raise liquidity to fund
redemptions at short notice.
• Limits and restrictions set out in the Company's
Investment Policy are intended to mitigate the
Company’s specific risk exposures. These are
reviewed monthly by the Board.
• The Board reviews the Company’s performance
against comparator indices on an ongoing basis
and receives a formal report from Manulife | CQS
at quarterly meetings.
• The Board has a regular dialogue with
Manulife | CQS to assess the impact of
geopolitical events and to evaluate both the
risks and opportunities and considers asset
allocation and concentration of the portfolio to
minimise the risk associated with sector and/or
geopolitical exposures.
Key Service Providers
• Geopolitical risk forms part of
Manulife | CQS’s investment process and
decisions and Manulife | CQS reports sector risks
arising from the general market and/or specific
geopolitical environments to the Board at each
quarterly meeting.
24
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Risk and trend Principal Risks and Uncertainties Controls and mitigations
• The Company does not hedge against any foreign
currency movements, but income received from
foreign investee companies is converted into
sterling upon receipt.
• Reports and updates on the Company’s
investment portfolio, including currency
exposures and recent transactions, latest income
and expense forecasts, as well as a monthly
compliance report, confirming the Company's
compliance with its published Investment Policy
and restrictions, or reporting any breaches
or issues are prepared by Manulife | CQS and
Frostrow for the Board's review regularly and at
each quarterly meeting.
Widening discount
to NAV
→
Demand for shares in the Company
declines due to failure to promote the
Company, meet investors’ objectives,
poor investment performance, and/or
poor communication with shareholders
(including information published on
the Company’s website), resulting in
falling share price and widening of
discount, threat from arbitrageurs and/or
reputational damage.
This risk is heightened by persistent
wide discounts to NAV per share in the
investment trust sector.
Board and Committees
• During the year the Company offered
shareholders a free choice between remaining
invested in the Company with value enhancing
initiatives, and/or exiting for cash through the
Tender Offer.
• The enhancement of dividends to circa 8% p.a.
aims to reach an even wider potential investor
base by making the Company’s shares more
attractive.
• The Board monitors the share price, and any signs
of demand reduction are discussed, and actions
are taken, including buying back the Company’s
shares.
• Periodically the Board holds a strategy meeting
to review the investment objectives and strategy,
and action identified to support demand for the
shares.
• The Board has appointed an investment research
firm to provide independent research for retail
shareholders to support demand.
• The Board receives regular feedback on key
service providers’ interactions with investors.
Shareholder registers and key shareholder
activities are provided to and reviewed by the
Board at quarterly meetings with negative
trends identified. The Company has entered
into a Standstill Agreement with Saba until the
conclusion of the 2028 AGM.
• The Company offers shareholders a continuation
vote every two years (the next vote being
postponed to the AGM in 2028). Please refer to the
Chairman's Statement for further details.
Principal Risks, Uncertainties and Mitigations continued
25Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Risk and trend Principal Risks and Uncertainties Controls and mitigations
Key Service Providers
• Manulife | CQS regularly meets with investors
to discuss their objectives to make sure the
Company’s objectives remain appropriate and
some of those meetings are attended by the Chair
of the Board.
• A range of marketing activities is carried out
by Manulife | CQS, Cavendish Capital Markets,
Frostrow’s Investor Relations Team and Tavistock
Communications to promote demand for the
shares.
• Manulife | CQS produces a monthly factsheet
which is published on the Company’s website
and the regulatory news service and is circulated
to key investors by Manulife | CQS’s marketing
department.
• The Company’s website is maintained by the and
regularly updated by Manulife | CQS and reviewed
by the Board.
Key Person Risk
→
Performance of the Company may be
negatively affected by a change or loss
of key personnel in the investment
management team.
The risk of manager loss is material given
the specialist nature of the Company.
Loss of key personnel could result in poor
performance, lower investor demand and/
or a widening of any share price discount to
NAV which could limit the strategic options
of the Board.
Board and Committees
• The Management Engagement Committee
reviews Manulife | CQS’s appointment and
performance annually.
• The Board receives regular updates on
developments and succession planning, where
appropriate, and any key personnel changes at
the Investment Manager.
• The Company’s agreement with Manulife | CQS
contains a six-month notice period, which helps
minimise any potential disruptions from changes
in key personnel.
• Board members spend time with the management
team outside of meetings to build a rapport and
understand any issues they may have.
Key Service Providers
• There are currently three portfolio managers
who are responsible for day-to-day portfolio
management which reduces the risk of any one
fund manager’s departure.
• An Investment Committee at Manulife | CQS
oversees key stock selection and could support
the Company in the event of a period of change.
• Manulife is a large asset management firm with
a wide network across geographies and sectors
including resources and commodities. They
can pull on internal resources in the short term
should the need arise.
26
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Risk and trend Principal Risks and Uncertainties Controls and mitigations
Non-Compliance with
Laws and Regulations
→
The Company is subject to laws and
regulations, including the UK AIFMD, the
Companies Act 2006, the FCA Listing Rules,
the Bribery Act 2010, the Criminal Finances
Act 2017, GDPR, relevant accounting
standards and tax regulations, Market
Abuse Regulations, the AIC Corporate
Governance Code 2024 (“AIC Code”) or
other applicable regulations.
A breach of legal and/or regulatory
rules could lead to a suspension of the
Company’s stock exchange listing or
financial penalties.
This could ultimately result in the
Company winding up and/or damage to its
reputation.
Provision 34 of the AIC Code for accounting
periods beginning on or after 1 January
2026 will introduce the requirement
for company boards to disclose how
internal controls are monitored and make
declarations of the effectiveness of material
controls in the annual report.
Board and Committees
• The Board rigorously reviews internal controls
and compliance reports, and key policies put in
place by the Company’s key service providers as
part of the annual service provider review.
• The Board has established procedure for
Directors share dealings, and PDMR and PCA lists
are maintained by the Frostrow and reviewed at
Board meetings.
• Annual results are reviewed and approved by the
Board prior to external release to shareholders.
Key Service Providers
• Third party materials and links, including all
factsheets, presentations and promotional
materials are reviewed by Manulife | CQS
Compliance before being circulated externally or
uploaded onto the Company’s website.
• Manulife | CQS’s Compliance Officer provides
a compliance report for the Board’s review
annually.
• Frostrow have extensive experience of the
regulatory environment applicable to investment
trusts and produce a regular compliance report,
which includes any exceptions in the Company’s
compliance with applicable legal and regulatory
requirements.
• Key service providers with access to market
sensitive information receive regular
and continuous training to ensure clear
understanding of the regulations.
Principal Risks, Uncertainties and Mitigations continued
27Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Risk and trend Principal Risks and Uncertainties Controls and mitigations
Operational Risk – Key
Service Providers
→
The Company relies upon the services
provided by third parties and is reliant
on the internal control systems of the
Investment Manager and the Company’s
other service providers.
Failures at these third parties could
adversely impact the security and
maintenance of, inter alia, the Company’s
assets, dealing and settlement procedures,
and accounting records.
Business interruption could mean inability
to process financial transactions and wider
negative impact on shareholders.
This could result in reputational damage
and reduced demand for the shares with
various knock-on negative impacts.
Board and Committees
• The operating effectiveness of third-party service
providers is monitored, and each provider
updates the Board on its activities at each Board
meeting.
• The Audit Committee receives, and reviews
internal controls reports such as ISAE 3402 on the
description of controls placed in operation, their
design and operating effectiveness from all key
services providers on an annual basis.
• The Management Engagement Committee
reviews the performance and controls of all its
service providers annually.
Key Service Providers
• Manulife | CQS delivers a risk based internal audit
plan which covers different areas of its operations
that are subject to internal audit, including front,
middle and infrastructure audits. Any areas of
concern relevant to the Company are discussed
with the Audit Committee.
• The Depositary, BNP, maintains a daily record of
the Company’s portfolio assets.
• The principal software packages used by
Frostrow/BNP are standard commercial systems.
• Manulife | CQS maintains separate records.
• Frostrow, Manulife | CQS, BNP and Equiniti have
business continuity plans, which are regularly
reviewed and tested.
• Information systems allow for efficient operation
when staff of CQS, Frostrow, BNP and Equiniti are
working remotely in a virtual office environment.
• Frostrow produces a regular compliance report,
which includes any exceptions noted in any of the
Company’s key service providers’ operations.
Emerging risks
During Board discussions on principal risks and uncertainties, the Board considered any risks that were not an immediate threat but
could arise in the longer term and have significant impact on the ability of the Company to continue to meet its objectives.
Focus areas have been the further escalation of emerging geopolitical tensions in the Middle East and elsewhere, and the wide
share price discount to NAV per share across the board in the investment trust sector. The Board will continue to assess newly
emerging risks on a regular basis to ensure that the implications for the Company are properly assessed and mitigating controls
introduced where necessary.
28
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Business Review
Introduction
This Business Review is designed to provide information primarily
about the Company’s business and results for the year ended 30
June 2025. It should be read in conjunction with the Chairman’s
Statement on pages 6 to 10, and the Investment Manager’s
Review on pages 11 to 14, which give a detailed review of the
investment activities for the year and look to the future.
Within the Business Review we discuss our approach to our
stakeholder responsibilities within our S. 172 Statement
beginning on page 32 and the Board’s review of the Company’s
purpose, culture and values during the year. We also discuss
our approach to people, social and governance matters and the
environment on page 39.
Business model
The business model of the Company is described in more detail
below.
Investment objective
The Company seeks to provide shareholders with capital growth
and income predominantly from a portfolio of mining and
resource equities and of mining, resource and industrial fixed
interest securities.
Investment policy
The Company invests predominantly in mining and resource
equities and mining, resource and industrial fixed interest
securities (including, but not limited to, preference shares,
loan stocks and corporate bonds, which may be convertible
and/or redeemable). The Company may invest in companies
regardless of country, sector or size and the Company’s portfolio
is constructed without reference to the composition of any
stock market index or benchmark. Exposure to higher yielding
securities may also be obtained by investing in other sectors,
including closed-end investment companies and open-ended
collective investment schemes.
The Company may, but is not obliged to, invest in derivatives,
financial instruments, money market instruments and currencies
for the purpose of efficient portfolio management.
The Company may acquire securities that are unquoted at the
time of investment but which are about to be, or are immediately
convertible at the option of the Company into securities which
are, listed or traded on a stock exchange, and may continue to
hold securities that cease to be quoted or listed if the Investment
Manager considers this appropriate. In addition, the Company
may invest up to 10 per cent. of its gross assets in other securities
that are unlisted or unquoted at the time of investment.
The Company will not invest more than 15 per cent. in aggregate
of the value of its total assets (measured at the time of
investment) in other investment trusts or investment companies
which are listed on the Official List except that this restriction
does not apply to investments in other investment trusts or
investment companies which themselves have published
investment policies to invest no more than 15 per cent. of their
total assets in other investment trusts or investment companies
which are listed on the Official List.
The Company may borrow an amount up to 25 per cent. of
shareholders’ funds (measured at the time of drawdown).
The Investment Manager expects that the Company will normally
be fully invested. However, during periods in which changes in
economic circumstances, market conditions or other factors so
warrant, the Company may reduce its exposure to securities and
increase its position in cash, money market instruments and
derivative instruments in order to seek protection from stock
market falls.
The Company’s performance in meeting its objectives is
measured against key performance indicators (“KPIs”) as set out
on pages 30 and 31.
Purpose, values and culture
The Board and the Investment Manager have taken time during
the year to consider the expectations of the AIC Corporate
Governance Code (the “AIC Code”) in the areas of corporate
purpose, values and culture. The Board has identified the
following for each on behalf of the Company:
Purpose – The Company’s purpose is defined as the Board
working collaboratively with the Investment Manager to deliver
its agreed investment approach within its chosen natural
resource and mining sectors of the global economy to generate
capital growth and income for investors, whilst cognisant of its
regulatory, stakeholder and societal responsibilities.
Values – Given the Company’s status as a listed investment
trust, and lack of direct employees, the Company’s values are
essentially those of the Board and its interactions with its key
third party advisers, which are defined by trust, rigorous review,
and foresight amongst others.
Culture – The Board emphasises open collaboration between
directors and the Company’s third-party advisers, including
the Investment Manager, to create an environment conducive
to effective decision-making. This also facilitates prompt and
appropriate response to material issues by the Board. Where
necessary, the Board challenges to ensure that performance is
maintained on behalf of investors and stakeholders.
Investment Manager and management fees
The Company’s investments are managed by CQS (UK) LLP, which
was acquired by Manulife Investment Management in April 2024
and now trades as Manulife | CQS Investment Management. Ian
Francis, Keith Watson and Robert Crayfourd are the responsible
portfolio managers. Further information about the portfolio
managers can be found on page 3.
CQS (UK) LLP is a global diversified asset manager, running
multiple strategies with, as at 30 June 2025, assets of
US$17.0 billion under management.
29Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
The Board keeps under review the appropriateness of
the Investment Manager’s appointment. In doing so the
Management Engagement Committee considers the investment
performance of the Company and the capability and resources
of the Investment Manager to deliver satisfactory investment
performance. It also considers the length of the notice period of
the investment management contract and the fees payable to
the Investment Manager, together with the standard of the other
services provided. The Directors are satisfied with the Investment
Manager’s ability to deliver satisfactory investment performance,
and the quality of other services provided. It is therefore their
opinion that the continuing appointment of the Investment
Manager on the terms agreed is in the interests of shareholders as
a whole.
Previously, CQS (UK) LLP was entitled to receive a management
fee of 1.2 per cent. on net assets up to £150 million; 1.1 per cent.
on net assets above £150 million and up to £200 million; 1.0 per
cent. on net assets above £200 million and up to £250 million;
and, 0.9 per cent. on net assets above £250 million until the
completion of the Board’s Strategic Review of the Company at
the end of May 2025. Effective from 1 May 2025, the investment
management fee has been reduced to 1.0 per cent. on net assets.
Frostrow Capital LLP is appointed as Company Secretary
and Administrator as well as providing Investor Relations
and Marketing services. Equiniti Limited is appointed as the
Company’s share registrar.
UK Alternative Investment Fund Managers Directive ("UK
AIFMD")
The Company has appointed CQS (UK) LLP, trading as
Manulife | CQS Investment Management, as the Company’s
alternative investment fund manager (“AIFM”). The AIFM has
been approved by the FCA to act as AIFM of the Company. A
requirement of the UK AIFMD is for the Company to appoint a
depositary to oversee the custody and cash arrangements and
undertake other UK AIFMD required depositary responsibilities.
The Board appointed BNP Paribas as the Company’s depositary.
Further UK AIFMD disclosures are shown on pages 97 and 98.
Long-term viability statement
In accordance with the provisions of the AIC Code, the Directors
have assessed the viability of the Company over a period of
three years, which reflects the long-term nature of its investment
objective, and the longer-term view adopted by the Investment
Manager when making investment decisions and delivering total
returns to shareholders.
The Board has reviewed the Company’s financial position and its
ability to liquidate its portfolio and meet its expenses as they fall
due and, in doing so, noted the following:
• the assumption that the loan facility is rolled over annually
rather than repaid. The Company has an unsecured loan facility
with BNP Paribas, agreed on 13 September 2024 for a two-year
period. In order to assess the impact of underperformance of
the portfolio on the loan, the Board reviewed a series of stress
tests and detailed financial modelling including in particular the
effects of any substantial future falls in investment value on the
ability to repay and re-negotiate borrowings, potential breaches
of loan covenants and the maintenance of dividend payments.
All tests concluded that there was no uncertainty over the
Company
’s financial viability over the assessment period;
• Directors monitor and discuss the effects of any risks such
as geopolitical events, inflation levels and adverse market
conditions on the Company’s investment strategy, outlook
and financial position. Underlying core revenue income from
the Company’s portfolio continues to be strong and the Board
believes that the Company is well placed to withstand the
wider economic effects of the ongoing geopolitical events. The
Board was therefore comfortable to declare a fourth quarterly
interim dividend and special interim dividend payment, to be
drawn from the Company’s strong reserves, and also firmly
consider it is appropriate to adopt the going concern basis as at
30 June 2025;
• that the continuation vote should not be a factor to affect
the three-year period given the ongoing support of major
shareholders. As part of the proposed Tender Offer and
proposed value enhancing initiatives announced by the
Company on 28 May 2025, and as approved by shareholders at
the General Meeting held on 25 June 2025, the postponement
of the annual continuation vote to the AGM in 2028 and a move
to biennial votes thereafter;
• that the diverse nature of investments held gives stability and
liquidity along with flexibility to be able to react positively to
market and political forces outside of the Board’s control;
• the assumption that there are no significant changes in market
conditions or the tax and regulatory environment that could
not reasonably have been foreseen;
• the impact of potential regulatory change and the controls in
place surrounding significant third-party providers, including
the Investment Manager. The Board also noted the liquidity
risk in the portfolio where the percentage of Level 1 listed
investments held at the year end was 97.4% (2024: 95%);
• the Company’s processes for monitoring investment revenue
and costs, with the use of frequent revenue forecasts, and
the Investment Manager’s compliance with the investment
objective and policies. The Directors 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;
30
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
• Directors do not currently expect there to be any significant
change to the current principal risks facing the Company.
Furthermore, the Directors do not envisage any change in
strategy which would prevent the Company from operating
over the three-year period; and
• Directors have carried out a robust assessment of the principal
risks facing the Company. These risks and their mitigations are
set out on pages 22 to 27. The principal risks identified as most
relevant to the assessment of the viability of the Company
were those relating to a future macro-event likely to have a
material impact on the financial position of the Company and
the potential under-performance of the portfolio and its effect
on the ability to pay dividends. When assessing these risks, the
Directors have considered the risks and uncertainties facing
the Company in severe but plausible scenarios, taking into
account the controls in place and mitigating actions that could
be taken.
After making enquiries of the Company’s Investment Manager,
and having considered the Company’s investment objective,
nature of the investment portfolio and expenditure projections,
the Directors consider that the Company has adequate resources
to continue in operational existence for the foreseeable
future. The Board has considered a detailed assessment of
the Company’s ability to meet its liabilities as they fall due, in
the context of the Company’s investment objective, nature of
the investment portfolio and expenditure projections, and is
satisfied that the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason,
and in light of the Company’s long-term investment record, the
Directors are satisfied that it is appropriate to adopt the going
concern basis in preparing the accounts.
Based on the results of its review and taking into account the
long-term nature of the Company and its financing, the Board has a
reasonable expectation that the Company will be able to continue its
operations and meet its expenses and liabilities as they fall due for
the foreseeable future, taken to mean at least the next three years.
The Board has chosen this period as the timeframe being deemed
most appropriate to the cycles within which the Company’s investee
companies operate and the sectors of the economy in which the
portfolio is concentrated. The Board continues to consider that
this period also reflects the long-term objectives of the Company,
being a Company with no fixed life, whilst considering the impact of
uncertainties in the markets.
Performance Measurement and Key Performance Indicators
(“KPIs”)
The Board uses a number of performance measures to assess the
Company’s success in meeting its objectives. The tables and data on
page 4 show how the Company has performed against those KPIs,
and a glossary of terms and alternative performance measures is
included on pages 88 to 90.
The KPIs, which are used to measure progress and performance
over time and which are comparable with those reported by other
investment trusts are as follows:
●
Investment Performance
To assess investment performance, the Board monitors the
NAV per share performance relative to that of two comparator
indices: the MSCI World Metals and Mining Index (sterling
adjusted) and the MSCI World Energy Index (sterling adjusted).
The Company invests principally in equity-related investments
in companies, usually mid and small cap companies, with a
wide range of commodity exposures as well as a number of
fixed interest securities. The Company does not utilise a formal
benchmark but rather publishes its NAV per share performance
alongside two comparative indices: the MSCI World Metals and
Mining Index (sterling adjusted) and the MSCI World Energy
Index (sterling adjusted) as these best reflect the potential
returns.
The performance of the NAV and comparative indices are
shown on page 1 with statistics also shown on page 4. Over
a five year period, the Company’s share price and NAV total
returns have both outperformed its comparator indices, as
shown by the graph overleaf.
Refer to the Chairman’s Statement on pages 6 to 10 for the
Chairman’s commentary on the Company’s development
and performance during the year as well as position of the
Company's business as at the year end.
Business Review continued
31Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
NAV per share and Share Price Performance vs. Comparator
Indices over the 5 years to 30 June 2025
●
Dividend per share
As part of the proposed Tender Offer and value enhancing
initiatives announced on 28 May 2025, the Company also
announced the adoption of an enhanced annual dividend of circa
8 per cent. of NAV via a quarterly dividend policy of 2 per cent. of
the preceding quarter-end NAV per share using capital reserves
as necessary, starting from the quarter ended 30 June 2025. In
respect of the year under review, four interim dividends per share
totalling 8.03 pence per share were declared (2024: 5.60 pence per
share). The Company declared a 1 penny per share special interim
dividend due to strong underlying core revenue income from the
Company’s portfolio in respect of the year ended 30 June 2024.
●
Ongoing charges ratio
The ongoing charges ratio is a measure of the total expenses
incurred by the Company expressed as a percentage of the
average shareholders’ funds over the year. The Board regularly
reviews the ongoing charges and monitors all expenses.
For the year under review the ongoing charges ratio is 2.0%
(2024: 1.9%).
Dividend per share and ongoing charges ratio fall within the
definition of “Alternative Performance Measures” (“APMs”) under
guidance issued by the European Securities and Markets Authority
(“ESMA”). Additional information explaining how these are
calculated is set out in the Glossary beginning on page 88.
The Directors have carefully selected these KPIs as in their view
these combine to provide the most appropriate measures of
performance, both in terms of managing the business and
presentation to shareholders and stakeholders. The Board is
satisfied that performance against each measure has been
satisfactory in the context of the events in the financial year.
Further information regarding forward looking assessments for the
KPIs can be found in the Chairman’s Statement and Investment
Manager’s Review.
Future prospects
The Chairman’s Statement beginning on page 6 and the
Investment Manager’s Review beginning on page 11 include a
review of developments during the year as well as information
on investment activity within the Company’s portfolio and the
factors likely to affect the future performance of the Company.
Employees, Social, Human Rights and Environmental matters
As a UK listed investment trust, the Company has no
direct employees and accordingly it has no direct social or
community impact and very limited environmental impact
from its operations. Nevertheless, the Board determines that,
given the profile of the natural resource sectors on which the
investment strategy focuses, it is important that the Investment
Manager monitors performance across these areas, specifically
including human rights and health and safety performance,
in finalising investment decisions. The investment portfolio is
also increasingly focusing on low greenhouse gas businesses,
commodities and solutions.
The Directors recognise that their first duty is to act in the best
financial interests of the Company’s shareholders and to achieve
good financial returns against acceptable levels of risk, in
accordance with the objectives of the Company.
In asking the Company’s Investment Manager to deliver against
these objectives, the Directors have also requested that the
Investment Manager take into account the broader social, ethical
and environmental issues of all companies within the Company’s
portfolio, acknowledging that companies failing to manage these
issues adequately run a long-term risk to the sustainability of
their businesses.
More specifically, to access capital they now expect companies
to demonstrate ethical conduct, effective management of
their stakeholder relationships, responsible management and
mitigation of social and environmental impacts, as well as due
regard for wider societal issues. The Investment Manager is
increasingly expected to engage with investee companies around
these themes, in line with the expectations of the UK Stewardship
Code.
The Company’s Investment Manager, CQS (UK) LLP (trading
as Manulife | CQS Investment Management), has in turn stated
that they view ESG factors as a key driver of financing costs,
valuations and performance, while also being capable of acting
as a lever to shape and influence the world for generations to
come. The integration and assessment of ESG factors is a crucial
part of this commitment, and a key factor in their decision-
making. Through embedding ESG into the investment process,
the Investment Manager seeks to enhance their ability to identify
value, investment opportunities and, critically, to generate the
best possible returns for their clients. CQS (UK) LLP is a signatory
to the internationally recognised Principles for Responsible
Investment (“PRI”), fully supporting all the PRIs.
32
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Stakeholder Interests (S. 172 statement)
The following ‘Section 172’ disclosure, which is required by the Companies Act 2006 and the AIC Code, as explained on pages 32 to
38, describes how the directors have had regard to the views of the Company’s stakeholders in their decision-making. The Board
regularly reviews its responsibilities vis-à-vis Section 172 of the Companies Act 2006, in conjunction with the Company Secretary.
The key areas, being only those relevant to the Company as a listed investment trust, are applied to all relevant board decision-
making:
(a) the likely consequences of any decision in the longer term;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly between members of the Company.
The Board considers the factors outlined under Section 172 and the wider interests of stakeholders as a whole in all decisions it
takes on behalf of the Company.
Who? – Stakeholder group: Shareholders
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
Clear communication of the Company’s strategy and the performance
against the Company’s objective can help the share price trade closer
to its NAV per share which benefits shareholders.
New shares may be issued to meet demand without net asset value
per share dilution to existing shareholders. Increasing the size of the
Company can benefit liquidity as well as spread costs.
The Board operates an investment strategy designed to deliver strong
performance over the medium to longer term, based on exposure to
valuable commodity markets.
While share buybacks will not necessarily prevent the discount from
widening further, particularly in times of market volatility, they may,
to a limited extent, mitigate a widening trend. In addition, buybacks
enhance the net asset value per share for remaining shareholders,
provide some additional liquidity and help to dampen discount
volatility which can damage shareholder returns.
The Board recognised the need to act in the interests of all
shareholders following approach by the Company’s major shareholder,
Saba Capital Management, L.P., and ensure that as many of the
Company’s shareholders as possible were made aware of the situation
and the potential implications for their investments.
Following a comprehensive Strategic Review designed to identify a
way forward to enhance value for all shareholders, the Board proposed
to offer shareholders a free choice between remaining invested in the
Company with value enhancing initiatives (an enhanced dividend,
lower management fees), and/or exiting for cash through the Tender
Offer.
The AIFM and the Investment Manager, on behalf of the Board,
complete a programme of investor relations throughout the year.
An analysis of the Company’s shareholder register is provided to the
Directors at each Board meeting along with investor relations and
marketing reports from the Company Secretary and Administrator. The
Board reviews and considers the marketing plans on a regular basis.
Reports from the Company’s broker are submitted to the Board on
investor sentiment and industry issues.
At each meeting the Board reviews movements in the Company’s
shareholder register. There are regular interactions and engagement
with shareholders (including at the AGM). Regular feedback from
shareholders is received from the Company’s broker.
Shareholders’ rights are protected under the Company’s Articles
of Association which require any proposal that may materially
change those rights to be subject to prior approval by a majority of
shareholders in general meeting.
In order to effectively communicate with as many shareholders
as possible, the Board with support from its advisers, inter alia
undertook to:
• As a foundation for the Company’s campaign, the Board and its
advisers created a retail shareholder-focused ‘messaging house’,
which was used across investor presentations, press releases and
official communications to shareholders;
• Developed a ‘microsite’ (http://www.cynprotectyourinvestment.
com/) which was kept up-to-date and provided a dedicated
channel for shareholders to gain information ahead of general
meetings and provide, so far as possible, jargon-free information
on the intricacies of Saba’s proposals and the Board’s
recommendations. The microsite also included a facility for
shareholders to register to be sent further information as it became
available, such as help with how and when to vote;
Ongoing dialogue with shareholders concerning the strategy of the
Company, performance and the portfolio.
Key mechanisms of engagement include:
• The Annual General Meeting, whereby shareholders are invited to
attend, ask questions and vote;
• The Chairman and non-executive directors make themselves
available to engage with shareholders;
• The Company’s website hosts reports, video interviews with the
portfolio managers and monthly factsheets; and
• One-on-one investor meetings facilitated by the Company
Secretary and Administrator who actively engage with professional
investors, typically discretionary wealth managers, some
institutions and a range of execution-only platforms. Regular
engagement helps to attract new investors and retain existing
shareholders, and over time results in a stable share register made
up of diverse, long-term holders.
In the event of any significant (defined as 20% or more of those
voting) vote against any of the resolutions put to shareholders at
the AGM, the Board will explain in its announcement of the results
of the AGM the actions it intends to take to consult shareholders in
order to understand the reasons behind any significant votes against
resolutions. Following the consultation, an update will be published no
later than six months after the AGM and the annual report will detail the
impact the shareholder feedback has had on any decisions the Board
has taken and any actions or resolutions proposed.
The Board considered the following options available to preserve value
for all shareholders:
• Maintaining the current investment policy and management
arrangements, given the best practice annual continuation vote,
together with providing liquidity to shareholders by means of
buybacks, tenders and other similar actions;
Shareholders are provided with performance updates via the
Company’s website as well as the annual and half-year financial
reports and monthly factsheets. The Investment Manager and
the Company Secretary and Administrator meet regularly with
shareholders and potential investors to discuss the Company’s
strategy, performance and portfolio. Both the Investment Manager
and the Company Secretary and Administrator also engage with the
Press on the Company’s behalf.
Information on how to vote your Company shares on a selection of
major platforms can be found by following the link within the Notice of
Meeting on page 96.
The Board reviews the Company’s share price discount/premium on
a daily basis and in April 2024, following discussion with advisers, the
Board agreed a limited programme of purchases of its own shares. The
Company bought back 728,557 shares in the financial year to 30 June
2024, and a further 2,002,114 shares in the financial year to 30 June
2025, with the most recent share buyback taking place on 31 October
2024. The discount had narrowed since the Company started buying
back shares in April 2024, but also as Saba reported increases in their
shareholding in the Company towards the end of the 2024 calendar
year.
The Board consider that the considerable efforts that went into
engaging with shareholders and ensuring the widest-possible
audience had access to timely information resulted in the
best possible outcome for shareholders, given the challenging
circumstances, and the continuation of the Company.
At the General Meeting of the Company held on Tuesday, 4 February
2025, all Requisitioned Resolutions were defeated on a poll by a
majority of shareholders. Over 59% of the votes cast were against
Saba's Requisitioned Resolutions, representing approximately 40%
of the issued share capital. Total votes cast represented over 68% of
the issued share capital. By contrast, just 8% of the Company’s issued
share capital was voted at the AGM held in December 2024.
33Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
The following ‘Section 172’ disclosure, which is required by the Companies Act 2006 and the AIC Code, as explained on pages 32 to
38, describes how the directors have had regard to the views of the Company’s stakeholders in their decision-making. The Board
regularly reviews its responsibilities vis-à-vis Section 172 of the Companies Act 2006, in conjunction with the Company Secretary.
The key areas, being only those relevant to the Company as a listed investment trust, are applied to all relevant board decision-
making:
(a) the likely consequences of any decision in the longer term;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly between members of the Company.
The Board considers the factors outlined under Section 172 and the wider interests of stakeholders as a whole in all decisions it
takes on behalf of the Company.
Who? – Stakeholder group: Shareholders
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
Clear communication of the Company’s strategy and the performance
against the Company’s objective can help the share price trade closer
to its NAV per share which benefits shareholders.
New shares may be issued to meet demand without net asset value
per share dilution to existing shareholders. Increasing the size of the
Company can benefit liquidity as well as spread costs.
The Board operates an investment strategy designed to deliver strong
performance over the medium to longer term, based on exposure to
valuable commodity markets.
While share buybacks will not necessarily prevent the discount from
widening further, particularly in times of market volatility, they may,
to a limited extent, mitigate a widening trend. In addition, buybacks
enhance the net asset value per share for remaining shareholders,
provide some additional liquidity and help to dampen discount
volatility which can damage shareholder returns.
The Board recognised the need to act in the interests of all
shareholders following approach by the Company’s major shareholder,
Saba Capital Management, L.P., and ensure that as many of the
Company’s shareholders as possible were made aware of the situation
and the potential implications for their investments.
Following a comprehensive Strategic Review designed to identify a
way forward to enhance value for all shareholders, the Board proposed
to offer shareholders a free choice between remaining invested in the
Company with value enhancing initiatives (an enhanced dividend,
lower management fees), and/or exiting for cash through the Tender
Offer.
The AIFM and the Investment Manager, on behalf of the Board,
complete a programme of investor relations throughout the year.
An analysis of the Company’s shareholder register is provided to the
Directors at each Board meeting along with investor relations and
marketing reports from the Company Secretary and Administrator. The
Board reviews and considers the marketing plans on a regular basis.
Reports from the Company’s broker are submitted to the Board on
investor sentiment and industry issues.
At each meeting the Board reviews movements in the Company’s
shareholder register. There are regular interactions and engagement
with shareholders (including at the AGM). Regular feedback from
shareholders is received from the Company’s broker.
Shareholders’ rights are protected under the Company’s Articles
of Association which require any proposal that may materially
change those rights to be subject to prior approval by a majority of
shareholders in general meeting.
In order to effectively communicate with as many shareholders
as possible, the Board with support from its advisers, inter alia
undertook to:
• As a foundation for the Company’s campaign, the Board and its
advisers created a retail shareholder-focused ‘messaging house’,
which was used across investor presentations, press releases and
official communications to shareholders;
• Developed a ‘microsite’ (http://www.cynprotectyourinvestment.
com/) which was kept up-to-date and provided a dedicated
channel for shareholders to gain information ahead of general
meetings and provide, so far as possible, jargon-free information
on the intricacies of Saba’s proposals and the Board’s
recommendations. The microsite also included a facility for
shareholders to register to be sent further information as it became
available, such as help with how and when to vote;
Ongoing dialogue with shareholders concerning the strategy of the
Company, performance and the portfolio.
Key mechanisms of engagement include:
• The Annual General Meeting, whereby shareholders are invited to
attend, ask questions and vote;
• The Chairman and non-executive directors make themselves
available to engage with shareholders;
• The Company’s website hosts reports, video interviews with the
portfolio managers and monthly factsheets; and
• One-on-one investor meetings facilitated by the Company
Secretary and Administrator who actively engage with professional
investors, typically discretionary wealth managers, some
institutions and a range of execution-only platforms. Regular
engagement helps to attract new investors and retain existing
shareholders, and over time results in a stable share register made
up of diverse, long-term holders.
In the event of any significant (defined as 20% or more of those
voting) vote against any of the resolutions put to shareholders at
the AGM, the Board will explain in its announcement of the results
of the AGM the actions it intends to take to consult shareholders in
order to understand the reasons behind any significant votes against
resolutions. Following the consultation, an update will be published no
later than six months after the AGM and the annual report will detail the
impact the shareholder feedback has had on any decisions the Board
has taken and any actions or resolutions proposed.
The Board considered the following options available to preserve value
for all shareholders:
• Maintaining the current investment policy and management
arrangements, given the best practice annual continuation vote,
together with providing liquidity to shareholders by means of
buybacks, tenders and other similar actions;
Shareholders are provided with performance updates via the
Company’s website as well as the annual and half-year financial
reports and monthly factsheets. The Investment Manager and
the Company Secretary and Administrator meet regularly with
shareholders and potential investors to discuss the Company’s
strategy, performance and portfolio. Both the Investment Manager
and the Company Secretary and Administrator also engage with the
Press on the Company’s behalf.
Information on how to vote your Company shares on a selection of
major platforms can be found by following the link within the Notice of
Meeting on page 96.
The Board reviews the Company’s share price discount/premium on
a daily basis and in April 2024, following discussion with advisers, the
Board agreed a limited programme of purchases of its own shares. The
Company bought back 728,557 shares in the financial year to 30 June
2024, and a further 2,002,114 shares in the financial year to 30 June
2025, with the most recent share buyback taking place on 31 October
2024. The discount had narrowed since the Company started buying
back shares in April 2024, but also as Saba reported increases in their
shareholding in the Company towards the end of the 2024 calendar
year.
The Board consider that the considerable efforts that went into
engaging with shareholders and ensuring the widest-possible
audience had access to timely information resulted in the
best possible outcome for shareholders, given the challenging
circumstances, and the continuation of the Company.
At the General Meeting of the Company held on Tuesday, 4 February
2025, all Requisitioned Resolutions were defeated on a poll by a
majority of shareholders. Over 59% of the votes cast were against
Saba's Requisitioned Resolutions, representing approximately 40%
of the issued share capital. Total votes cast represented over 68% of
the issued share capital. By contrast, just 8% of the Company’s issued
share capital was voted at the AGM held in December 2024.
34
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Who? – Stakeholder group: Shareholders continued
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
• As well as regular shareholder focused webinars with the portfolio
managers, a dedicated webinar was held to help ensure the
Company’s messaging reached as many shareholders as possible.
Over 200 shareholders took part and allowed shareholders to ask
questions of the Chairman and portfolio managers;
• The Board engaged advisers to engage with shareholders by
telephone to gauge voting sentiment, obtain feedback and
offer further information on the proposals and the Board’s
recommendations;
• The Company’s messaging was distributed to a broad network of
financial journalists at national and trade publications;
• Edison Group were engaged to produce research and video
material for shareholders. Together, the material made over 19,000
impressions; and
• The Company engaged with major investment platforms to ensure
voting mechanics were fully available to shareholders and offer
platforms guidance on the unusual circumstances of the general
meetings.
• Introducing an increased dividend, to be funded in part by capital
growth;
• Pursuing further discount management mechanisms;
• Providing a full cash exit at NAV for all shareholders; and
• If a suitable partner can be identified, to negotiate terms of a
combination with another investment trust or open-ended
investment company that would provide an ongoing investment
opportunity with a natural resources and energy focus, together
with the option of a full cash exit at NAV for all shareholders.
On 12 February 2025, the Company announced the receipt of a
requisition served on behalf of Saba for a second general meeting of
shareholders. The Board has engaged in a series of very constructive
discussions with Saba, who agreed to withdraw the requisition to
enable the Board and its advisers to complete the Strategic Review
that was outlined in the circular to shareholders.
The Company has been shortlisted among seven other investment
trusts in the ‘Best Shareholder Engagement’ category of the AIC
Shareholder Communications Awards 2025. The results will be
announced at an awards ceremony held in November.
Shareholders overwhelmingly voted in favour of the resolutions which
enabled the Company to undertake the Tender Offer and the change
of annual continuation votes at every annual general meeting to every
two years, with a postponement of continuation votes until the AGM to
be held in 2028.
45.72% of the Company’s issued share capital was tendered, Saba’s
holding. Continuing shareholders benefit from the value-enhancing
initiatives put in place by the Board and measures put in place to
provide a period of stability. Shareholders remaining invested in the
Company will not bear the cost of the Tender Offer.
Who? – Stakeholder group: AIFM and Investment Manager
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
Engagement with the Company’s Investment Manager is necessary to:
• evaluate their performance against the Company’s stated strategy
and to understand any risks or opportunities this may present; and
• better understand the internal controls in place at Manulife | CQS.
The Board ensures that the Investment Manager’s ESG approach meets
standards set by the Board.
In order to achieve, what the Board consider to be, the best possible
outcome for shareholders as a result of the Board's Strategic Review,
it was necessary to seek extraordinary engagement with and support
from the Company's Investment Manager.
Representatives of the AIFM attend each quarterly Board meeting
and present a report on investment performance and other related
matters. Between meetings the Board maintains regular contact with
the Investment Manager.
The Audit Committee annually review reports from the AIFM’s Money
Laundering Reporting Officer and Compliance Officer to assess the
adequacy and effectiveness of both functions.
The Board involved and took advice from the investment management
team at each stage of its Strategic Review, given their importance in
maintaining the investment strategy and performance of the Company.
Portfolio composition, performance, ESG matters, outlook, and
business updates.
The integration of ESG into the Investment Manager’s investment
processes.
The Board sought advice from the investment management team on
each of the options it assessed under the Strategic Review and the
implications of each option:
• Maintaining the existing investment policy and management
arrangements;
• Introducing an increased dividend;
• Pursuing further discount management mechanisms;
• Providing a full cash exit at NAV for all shareholders; and
• Exploring suitable partners for a combination that would provide
an ongoing investment opportunity with a natural resources and
energy focus, together with the option of a full cash exit at NAV for
all shareholders.
The Board’s appointed Investment Manager is committed to
integrating environmental, social and governance themes into both
its research engagement and investment activities. Manulife | CQS is
also a signatory to the Principles for Responsible Investment, amongst
other initiatives. Further details of the Investment Manager’s ESG
related activities and reports can be found on page 39.
The Tender Offer and value enhancing initiatives (as discussed under
Stakeholder group: Shareholders).
Stakeholder Interests (S. 172 statement) continued
35Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Who? – Stakeholder group: Shareholders continued
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
• As well as regular shareholder focused webinars with the portfolio
managers, a dedicated webinar was held to help ensure the
Company’s messaging reached as many shareholders as possible.
Over 200 shareholders took part and allowed shareholders to ask
questions of the Chairman and portfolio managers;
• The Board engaged advisers to engage with shareholders by
telephone to gauge voting sentiment, obtain feedback and
offer further information on the proposals and the Board’s
recommendations;
• The Company’s messaging was distributed to a broad network of
financial journalists at national and trade publications;
• Edison Group were engaged to produce research and video
material for shareholders. Together, the material made over 19,000
impressions; and
• The Company engaged with major investment platforms to ensure
voting mechanics were fully available to shareholders and offer
platforms guidance on the unusual circumstances of the general
meetings.
• Introducing an increased dividend, to be funded in part by capital
growth;
• Pursuing further discount management mechanisms;
• Providing a full cash exit at NAV for all shareholders; and
• If a suitable partner can be identified, to negotiate terms of a
combination with another investment trust or open-ended
investment company that would provide an ongoing investment
opportunity with a natural resources and energy focus, together
with the option of a full cash exit at NAV for all shareholders.
On 12 February 2025, the Company announced the receipt of a
requisition served on behalf of Saba for a second general meeting of
shareholders. The Board has engaged in a series of very constructive
discussions with Saba, who agreed to withdraw the requisition to
enable the Board and its advisers to complete the Strategic Review
that was outlined in the circular to shareholders.
The Company has been shortlisted among seven other investment
trusts in the ‘Best Shareholder Engagement’ category of the AIC
Shareholder Communications Awards 2025. The results will be
announced at an awards ceremony held in November.
Shareholders overwhelmingly voted in favour of the resolutions which
enabled the Company to undertake the Tender Offer and the change
of annual continuation votes at every annual general meeting to every
two years, with a postponement of continuation votes until the AGM to
be held in 2028.
45.72% of the Company’s issued share capital was tendered, Saba’s
holding. Continuing shareholders benefit from the value-enhancing
initiatives put in place by the Board and measures put in place to
provide a period of stability. Shareholders remaining invested in the
Company will not bear the cost of the Tender Offer.
Who? – Stakeholder group: AIFM and Investment Manager
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
Engagement with the Company’s Investment Manager is necessary to:
• evaluate their performance against the Company’s stated strategy
and to understand any risks or opportunities this may present; and
• better understand the internal controls in place at Manulife | CQS.
The Board ensures that the Investment Manager’s ESG approach meets
standards set by the Board.
In order to achieve, what the Board consider to be, the best possible
outcome for shareholders as a result of the Board's Strategic Review,
it was necessary to seek extraordinary engagement with and support
from the Company's Investment Manager.
Representatives of the AIFM attend each quarterly Board meeting
and present a report on investment performance and other related
matters. Between meetings the Board maintains regular contact with
the Investment Manager.
The Audit Committee annually review reports from the AIFM’s Money
Laundering Reporting Officer and Compliance Officer to assess the
adequacy and effectiveness of both functions.
The Board involved and took advice from the investment management
team at each stage of its Strategic Review, given their importance in
maintaining the investment strategy and performance of the Company.
Portfolio composition, performance, ESG matters, outlook, and
business updates.
The integration of ESG into the Investment Manager’s investment
processes.
The Board sought advice from the investment management team on
each of the options it assessed under the Strategic Review and the
implications of each option:
• Maintaining the existing investment policy and management
arrangements;
• Introducing an increased dividend;
• Pursuing further discount management mechanisms;
• Providing a full cash exit at NAV for all shareholders; and
• Exploring suitable partners for a combination that would provide
an ongoing investment opportunity with a natural resources and
energy focus, together with the option of a full cash exit at NAV for
all shareholders.
The Board’s appointed Investment Manager is committed to
integrating environmental, social and governance themes into both
its research engagement and investment activities. Manulife | CQS is
also a signatory to the Principles for Responsible Investment, amongst
other initiatives. Further details of the Investment Manager’s ESG
related activities and reports can be found on page 39.
The Tender Offer and value enhancing initiatives (as discussed under
Stakeholder group: Shareholders).
36
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Who? – Stakeholder group: Service Providers
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
As an externally managed investment company, the Company does
not have employees. Its main stakeholders therefore comprise its
shareholders and a small number of service providers. The Board has
delegated a wide range of activities to external agents, in addition to
the Investment Manager.
The Company contracts with third parties for other services including:
depositary, investment accounting & administration as well as
company secretarial and registrars. The Company ensures that the
third parties to whom the services have been outsourced complete
their roles in line with their service level agreements and are able to
continue to provide these services, thereby supporting the Company in
its success and ensuring compliance with its obligations.
In order to achieve, what the Board consider to be, the best possible
outcome for shareholders as a result of the Board's Strategic Review,
it was also necessary to seek extraordinary engagement with the
Company's service providers.
Each of these contracts was entered into after full and proper
consideration by the Board of the quality and cost of the services
offered, including the control systems in operation in so far as they
relate to the affairs of the Company.
The Directors have frequent engagement with the Company’s
other service providers through the annual cycle of reporting and
due diligence meetings or site visits by the Company Secretary
and Administrator. This engagement is completed with the aim of
maintaining an effective working relationship and oversight of the
services provided.
The Board regularly evaluates the performance of its third-party
service providers.
The Board involved and took advice from its key service providers at
each stage of its Strategic Review, given their importance in supporting
the operation of the Company.
The Board met regularly with representatives of the Company
Secretary and Administrator which attend every Board meeting to
provide updates on risk management, accounting, administration and
corporate governance matters.
In August 2024, representatives of the Company Secretary and
Administrator conducted an oversight visit to the Company’s registrar,
Equiniti, on the Board’s behalf. An industry update, presentations on
cyber security, dividend payment processes, the shareholder register
and online shareholder engagement were received.
The Board sought advice from its key service providers on each of the
options it assessed under the Strategic Review and the implications of
each option:
• Maintaining the existing investment policy and management
arrangements;
• Introducing an increased dividend;
• Pursuing further discount management mechanisms;
• Providing a full cash exit at NAV for all shareholders; and
• Exploring suitable partners for a combination that would provide
an ongoing investment opportunity with a natural resources and
energy focus, together with the option of a full cash exit at NAV for
all shareholders.
All service providers engaged and supplied requested information for
the due diligence exercise to be completed.
Reviews of the Company’s service providers in July 2025 were positive,
and the Directors believe their continued appointment is in the best
interests of the Company.
The Audit Committee met with BDO LLP to review the audit plan for
the year, agree their remuneration, review the outcome of the annual
audit and to assess the quality and effectiveness of the audit process.
Please refer to the Audit Committee Report beginning on page 55 for
further information.
The Tender Offer and value enhancing initiatives (as discussed under
Stakeholder group: Shareholders).
Who? – Stakeholder group: The Company’s Lender
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
Investment companies have the ability to borrow with a view to
enhancing long-term returns to shareholders. Engagement with the
Company’s lender ensures that it fully understands the nature of
the Company’s business, the strategy adopted by the Investment
Manager and the extent to which the Company complies with its loan
covenants.
Regular reporting to the lender with respect to adherence with loan
covenants and ad hoc meetings with the AIFM.
The AIFM engaged with the provider of the Company's previous loan
facility in advance of expiry in September 2024.
Following the year end, the AIFM engaged with BNP Paribas following
the announcement of the result of the Tender Offer which would result
in a reduction in the size of the Company.
Continued compliance with covenants set out within the loan
agreement between the Company and the lender.
The AIFM sought quotations from the previous and alternative lenders.
In order to reflect the reduced size of the Company and to ensure
compliance with loan covenants, it was agreed that the loan facility
due to expire in September 2026 should be reduced.
The Board ensures compliance with loan covenants throughout the
year.
As detailed on page 8, the Company entered into a two-year
agreement with BNP Paribas with improved commercial terms on
13 September 2024.
The Board met on 11 September 2025 to consider the reduction of
the Company’s loan facility and review an Amendment Agreement
relating to the Company’s Facility Agreement with BNP Paribas. The
Amendment Agreement was approved and the Company’s secured
revolving credit facility was reduced from £25 million to £15 million
with effect from 16 September 2025.
Stakeholder Interests (S. 172 statement) continued
37Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Who? – Stakeholder group: Service Providers
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
As an externally managed investment company, the Company does
not have employees. Its main stakeholders therefore comprise its
shareholders and a small number of service providers. The Board has
delegated a wide range of activities to external agents, in addition to
the Investment Manager.
The Company contracts with third parties for other services including:
depositary, investment accounting & administration as well as
company secretarial and registrars. The Company ensures that the
third parties to whom the services have been outsourced complete
their roles in line with their service level agreements and are able to
continue to provide these services, thereby supporting the Company in
its success and ensuring compliance with its obligations.
In order to achieve, what the Board consider to be, the best possible
outcome for shareholders as a result of the Board's Strategic Review,
it was also necessary to seek extraordinary engagement with the
Company's service providers.
Each of these contracts was entered into after full and proper
consideration by the Board of the quality and cost of the services
offered, including the control systems in operation in so far as they
relate to the affairs of the Company.
The Directors have frequent engagement with the Company’s
other service providers through the annual cycle of reporting and
due diligence meetings or site visits by the Company Secretary
and Administrator. This engagement is completed with the aim of
maintaining an effective working relationship and oversight of the
services provided.
The Board regularly evaluates the performance of its third-party
service providers.
The Board involved and took advice from its key service providers at
each stage of its Strategic Review, given their importance in supporting
the operation of the Company.
The Board met regularly with representatives of the Company
Secretary and Administrator which attend every Board meeting to
provide updates on risk management, accounting, administration and
corporate governance matters.
In August 2024, representatives of the Company Secretary and
Administrator conducted an oversight visit to the Company’s registrar,
Equiniti, on the Board’s behalf. An industry update, presentations on
cyber security, dividend payment processes, the shareholder register
and online shareholder engagement were received.
The Board sought advice from its key service providers on each of the
options it assessed under the Strategic Review and the implications of
each option:
• Maintaining the existing investment policy and management
arrangements;
• Introducing an increased dividend;
• Pursuing further discount management mechanisms;
• Providing a full cash exit at NAV for all shareholders; and
• Exploring suitable partners for a combination that would provide
an ongoing investment opportunity with a natural resources and
energy focus, together with the option of a full cash exit at NAV for
all shareholders.
All service providers engaged and supplied requested information for
the due diligence exercise to be completed.
Reviews of the Company’s service providers in July 2025 were positive,
and the Directors believe their continued appointment is in the best
interests of the Company.
The Audit Committee met with BDO LLP to review the audit plan for
the year, agree their remuneration, review the outcome of the annual
audit and to assess the quality and effectiveness of the audit process.
Please refer to the Audit Committee Report beginning on page 55 for
further information.
The Tender Offer and value enhancing initiatives (as discussed under
Stakeholder group: Shareholders).
Who? – Stakeholder group: The Company’s Lender
Why?
The benefit of engagement with the Company’s stakeholders
How?
How the Board and the Company’s service providers have
engaged with the Company’s stakeholders
What?
The key areas of engagement
Outcomes and Actions
The actions, principal decisions and outcomes
Investment companies have the ability to borrow with a view to
enhancing long-term returns to shareholders. Engagement with the
Company’s lender ensures that it fully understands the nature of
the Company’s business, the strategy adopted by the Investment
Manager and the extent to which the Company complies with its loan
covenants.
Regular reporting to the lender with respect to adherence with loan
covenants and ad hoc meetings with the AIFM.
The AIFM engaged with the provider of the Company's previous loan
facility in advance of expiry in September 2024.
Following the year end, the AIFM engaged with BNP Paribas following
the announcement of the result of the Tender Offer which would result
in a reduction in the size of the Company.
Continued compliance with covenants set out within the loan
agreement between the Company and the lender.
The AIFM sought quotations from the previous and alternative lenders.
In order to reflect the reduced size of the Company and to ensure
compliance with loan covenants, it was agreed that the loan facility
due to expire in September 2026 should be reduced.
The Board ensures compliance with loan covenants throughout the
year.
As detailed on page 8, the Company entered into a two-year
agreement with BNP Paribas with improved commercial terms on
13 September 2024.
The Board met on 11 September 2025 to consider the reduction of
the Company’s loan facility and review an Amendment Agreement
relating to the Company’s Facility Agreement with BNP Paribas. The
Amendment Agreement was approved and the Company’s secured
revolving credit facility was reduced from £25 million to £15 million
with effect from 16 September 2025.
38
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Relations with shareholders
The Directors place a great deal of importance on communication with shareholders. The annual report is widely distributed to other
parties who have an interest in the Company’s performance. Shareholders and investors may obtain up to date information on the
Company through the Investment Manager’s website. The Company responds to correspondence from shareholders on a wide range
of issues.
A regular dialogue is maintained with the Company’s institutional shareholders and with private client asset managers. Reference to
significant holdings in the Company’s ordinary shares can be found under “Substantial Interests in the Company’s Shares” on page 42.
The Notice of the annual general meeting included within the annual report and financial statements is sent out at least 20 working
days in advance of the AGM. All shareholders have the opportunity to put questions to the Board or Investment Manager, either
formally at the Company’s AGM or subsequent to the meeting when light refreshments will be offered to shareholders.
Disclosure and transparency rules
Other information required to be disclosed pursuant to the Disclosure Guidance and Transparency Rules has been placed in the
Directors’ Report on pages 41 to 44 because it is information which refers to events that have taken place during the course of the year.
By order of the Board
Christopher Casey
Chairman
27 October 2025
Stakeholder Interests (S. 172 statement) continued
39Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Introduction
CQS Natural Resources Growth and Income PLC (the “Company”)
is a UK listed investment company whose objective is to provide
shareholders with capital growth and income from a portfolio
of mining and resource equities and mining, resource, industrial
and other fixed interest securities. The Company has appointed
CQS (UK) LLP, trading as Manulife | CQS Investment Management
(“Manulife | CQS”) as its Investment Manager.
The Board fully supports the growing importance placed on
ESG factors when asking the Company’s Investment Manager
to deliver against the Company’s objectives. The Board has
requested that the Investment Manager take into account the
broader social, ethical and environmental issues of companies
within the Company’s portfolio, acknowledging that companies
failing to manage these issues adequately run a long-term risk to
the sustainability of their businesses.
Manulife | CQS Responsible Investment Policy incorporating
our ESG Statement
Manulife | CQS Investment Management views ESG factors as
significant drivers influencing financing costs, risk assessment
valuations and performance. The assessment, integration and
engagement of ESG factors are a crucial part of the Investment
Manager’s responsible investment commitment. By embedding
responsible investment into its investment process, the
Investment Manager seeks to enhance its ability to identify value,
investment opportunity, risk and, critically, to generate the best
possible returns and outcomes for its clients.
The Investment Manager is a signatory to the United Nations
Principles for Responsible Investment (“PRI”), the UK Stewardship
Code, the Climate Action 100+ and the Institutional Investors
Group on Climate Change (“IIGCC”).
The Task Force on Climate-related Financial Disclosures (“TCFD”)
is a global initiative to promote consistent and transparent
reporting of climate-related risks and opportunities by
companies and financial institutions. As of 2025, the Investment
Manager publishes annual product-level TCFD reporting for the
Company which enables investors to make informed choices
based on consistent and comparable information about the
climate impact of the Company. Please find the latest product-
level TCFD reporting for the Company by following this link:
https://ncim.co.uk/wp/wp-content/uploads/2025/09/CNR-TCFD-
Product-Level-Reporting-December-2024.pdf
The Investment Manager has a three-pronged approach to
engagement:
• Targeted Engagement Programmes which track whether
a company is net-zero aligned and whether Manulife | CQS
Investment Management have engaged with a company on
net zero;
• day-to-day engagement as part of the research process; and
• collaborative engagements where appropriate and relevant.
Key engagements are monitored and discussed at quarterly
Engagement Group meetings and cover environmental, social
and governance topics.
An example of this engagement for the Company over the
reporting period was the Investment Manager’s participation in
collaborative engagements aligned with its net zero strategy.
Since 2020, Manulife | CQS Investment Management have been
active supporters of the Carbon Disclosure Projects (“CDP”)
Non-Disclosure Campaign (“NDC”), and believe that better
environmental reporting – including carbon emissions – is critical
to achieving global climate targets.
In 2024, Manulife | CQS Investment Management participated
in its fifth NDC. This was a collaboration of over 250 global
financial institutions holding $21 trillion in assets, and sought
to encourage greater corporate environmental disclosures and
boost data transparency.
During the 2024 NDC, a record 1,998 companies were targeted to
enhance disclosure. This marked a 26% increase in the number of
companies targeted in the previous year. Most of the companies
targeted in the campaign have been targeted over multiple years.
Crucially, the results show that transparency drives action at all
levels, with tangible progress on carbon emission reduction seen
within two years of a successful investor request.
For this campaign, Manulife | CQS Investment Management led on
five engagements, of which four were focused on climate change.
In a bid to foster in-depth dialogue, the letters encouraged the
companies to complete the relevant CDP questionnaire (climate,
water or forests impact assessment). Manulife | CQS Investment
Management will continue contributing to this campaign in 2025,
committing to lead on six engagements covering corporate
bonds and loans.
Further detail can be found within Manulife | CQS Investment
Management’s Responsible Investment Policy on their website:
www.manulifeim.com/content/dam/mim-institutional/global/
documents/resources/cqs-policies-and-procedures/2025-03-
mcqs-responsible-investment-policy.pdf
Environmental, Social and Governance (“ESG”) Statement
40 CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 25 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Board of Directors
All of the Directors are non-executive and all are considered by the Board to be independent of the Investment Manager. Details on
Directors’ remuneration and shareholdings in the Company can be found on pages 51 and 53 respectively. No Directors have any
shared directorships with any other Company Directors.
Key to membership of Board Committees:
Audit Committee
Management Engagement
Committee
Nomination Committee
c
Chair of Committee
Carole Cable
Director
Length of service:
8 years – appointed a
Director on 1 October
2017.
Experience:
Carole is a partner and
co-head of the Energy
and Resources practice
at Brunswick Group
LLP, where she advises
clients in the mining and
metals sector. Carole
has had a 25-year career
connected to the mining
and commodities sector,
initially on the sell side
at JP Morgan and Credit
Suisse. Carole was the
chair of Women in Mining
UK and, until June 2025,
a non-executive director
of Nyrstar NV, the former
holding entity of a global
multi-metals business.
All other public
company directorships:
None
C
Christopher Casey
Director and Chairman
of the Board
Length of service:
8 years – appointed a
Director on 1 October
2017; appointed Chairman
of the Board with effect
from 10 December 2024.
Experience:
Christopher is currently
a non-executive director
of BlackRock Frontiers
Investment Trust plc
and chair of the audit
committees of Fidelity
Special Values plc and
Life Settlement Assets
PLC. Christopher was
a KPMG partner until
2010. Since then, he has
carried out a number
of non-executive board
roles including chairman
of China Polymetallic
Mining Ltd. Christopher
previously served as Chair
of the Audit Committee
from 1 April 2022 until his
appointment as Chairman
of the Board.
All other public
company directorships:
l
BlackRock Frontiers
Investment Trust
plc (with effect from
1 October 2025)
l
European Smaller
Companies Trust plc
l
Fidelity Special Values plc
l
Life Settlement Assets
PLC
Paul Cahill
Director
C
Length of service:
3 years – appointed a
Director on 23 June 2022.
Experience:
Paul is chairman of
the Advisory Board
of Bacchus Capital
Advisers (an independent
investment and merchant
banking platform
focused on metals and
mining); a non-executive
director of ASX-listed
Skylark Minerals Limited;
and a Senior Adviser,
Mineral Resources for
Mitsubishi Corporation.
Paul has over 30 years
of experience in the
natural resources sector,
most of which with the
Anglo American Group
in various senior roles
including Group Head of
Business Development.
All other public
company directorships:
l
Skylark Minerals
Limited
Louise Hall
Director
Length of service:
1 year – appointed a
Director on 1 August 2024.
Experience:
Louise spent over 30
years as an investment
manager at Investec
Wealth and Investment,
a private client wealth
management firm,
ultimately sitting as an
Executive Director on
their board and running
their largest office.
Since retiring from full
time work, Louise has
sat on the Save the
Children Investment
Committee and been
Chair of Governors at a
girls’ school in Dorset.
More recently, Louise has
become an independent
non-executive Director at
wealth management firm,
JM Finn.
All other public
company directorships:
None
Seema Paterson
Director and Chair of
the Audit Committee
Length of service:
1 year – appointed a
Director on 1 August 2024;
appointed Chair of the
Audit Committee with
effect from 10 December
2024.
Experience:
Seema is a chartered
accountant, having
qualified in 1999 with
Arthur Andersen in
London. Seema has also
worked in mergers and
acquisitions at Société
Générale and in corporate
finance at Collins Stewart.
She is currently chief
financial officer and
board director of This
Works Products Limited,
a private equity owned
wellness and beauty
brand with operations
across the world and a
non-executive director of
Baillie Gifford UK Growth
Trust plc. Seema also
serves on the board of
Resurgo Trust, a youth
employment charity
based in London.
All other public
company directorships:
l
Baillie Gifford UK
Growth Trust plc
C
41Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Job No: 101164 Proof Event: 25 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Directors’ Report
The Directors present the Annual Report on the affairs of the
Company, together with the audited Financial Statements and the
Independent Auditor’s Report for the year ended 30 June 2025.
In accordance with the requirement for the Directors to prepare
a Strategic Report and an enhanced Directors’ Remuneration
Report for the year ended 30 June 2025, the following information
is set out in the Strategic Report:
l
a review of the Company including details about its objective,
strategy and business model;
l
future developments, details of the principal risks and
uncertainties associated with the Company’s activities
(including the Company’s financial risk management objectives
and policies); and
l
information regarding community, social, employee, human
rights and environmental issues.
Information about Directors’ interests in the Company’s ordinary
shares is included within the Directors’ Remuneration Report on
page 53.
The Statement of Corporate Governance is set out on pages 45 to
49 and forms part of this Report.
Principal Activity and Status
The Company is registered as a public limited company in terms
of the Companies Act 2006 (company number: 02978531). It is an
investment company as defined by Section 833 of the Companies
Act 2006. It carries on the business of an investment trust and has
been approved under Sections 1158 and 1159 of the Corporation
Tax Act 2010 by HM Revenue and Customs as such, subject to
continuing to meet eligibility requirements. The Directors are
of the opinion that the Company has conducted its affairs in a
manner compliant with the conditions for continued approval
and intend that it should continue to do so.
The Company is listed on the Main Market of the London Stock
Exchange, within the Financial Services sector, and is identified
by the TIDM or ticker symbol ‘CYN’. The Company’s ISIN is
GB0000353929 and SEDOL is 0035392.
As an investment company that is managed and marketed in the
United Kingdom, the Company is an Alternative Investment Fund
(“AIF”) falling within the scope of, and subject to the requirements
of, the UK Alternative Investment Fund Managers Directive (“UK
AIFMD”). Further details are provided in the UK AIFMD Disclosures
on pages 97 and 98.
The Company’s shares are eligible for inclusion in an Individual
Savings Account (“ISA”). The Company is a member of the
Association of Investment Companies (“AIC”).
Results and Dividends
Details of the Company’s results and dividends paid are shown on
pages 4 and 5 of this Report.
Dividend Policy
Subject to market conditions and the Company’s performance,
financial position and financial outlook, it is the Directors’ intention
to pay an enhanced annual dividend of circa 8 per cent. of NAV via a
quarterly dividend policy of 2 per cent. of the preceding quarter-
end NAV per share using capital reserves as necessary.
The Company intends to continue to pay all dividends as interim
dividends. A resolution to approve this dividend policy will be
proposed at the AGM.
Directors
Biographical details of the current Directors of the Company
can be found on page 40. All members of the Board are non-
executive. None of the Directors has any other connection with
the Investment Manager or is employed by or is an officer of any
of the companies in which the Company holds an investment or
any of the Company’s service providers.
As explained in more detail within the Statement of Corporate
Governance, the Board has agreed that all Directors will retire and,
where appropriate, offer themselves for re-appointment annually.
Mrs Green and Mr Evans retired at the conclusion of the AGM
held on 10 December 2024. Mrs Hall and Mrs Paterson, who were
appointed on 1 August 2024, sought appointment by shareholders
at the same AGM. Following that AGM, Mr Casey succeeded to the
role of Chair of the Board, Mrs Paterson succeeded to the role of
Chair of the Audit Committee and Ms Cable succeeded to the role
of Chair of the Management Engagement Committee. All current
Directors will retire and offer themselves for re-appointment at the
AGM to be held in December 2025.
The Board believes that each of the Directors brings a significant
range of business, financial and management skills and experience
to the Company and enables the Board to provide effective
strategic leadership and proper guidance of the Company. The
Board confirms that, following the annual evaluation process
set out in the Corporate Governance Statement on page 48, the
performance of each of the Directors continues to be effective
and demonstrates commitment to the role. The Board therefore
believes that it is in the interests of shareholders that these
Directors are re-appointed.
None of the Directors is entitled to compensation for loss of office.
None of the Directors has a service contract with the Company.
The Directors exercise the powers conferred by the Company’s
Articles of Association and UK Company Law to manage
the Company’s interest for the benefit of shareholders and
stakeholders.
Directors’ and Officers’ Insurance
The Company has a Directors’ and Officers’ insurance policy in
respect of liabilities that may attach to them in their capacity
as Directors of the Company. This covers any liabilities that may
arise to a third party for negligence, default or breach of trust
or duty. This policy has been in force throughout the year under
review and remains in place as at the date of this report.
42 CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 25 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Directors’ Indemnity
During the year, deeds of indemnity were implemented between
the Company and each of its Directors under which the Company
has agreed to indemnify each Director, to the extent permitted by
law, in respect of certain liabilities incurred as a result of carrying
out their role as a Director of the Company. The Directors are
also indemnified against the costs of defending any criminal or
civil proceedings or any claim by the Company or a regulator as
they are incurred. Where the defence is unsuccessful the Director
must repay those defence costs to the Company. The indemnities
are qualifying third party indemnity provisions for the purposes
of the Companies Act 2006. A copy of each deed of indemnity
is available for inspection at the Company Secretary’s offices
during normal business hours and will be available at the Annual
General Meeting.
Conflicts of Interest
The Board has a procedure for identifying, reporting and
addressing conflicts of interest, or potential conflicts. Directors
report on actual or potential conflicts of interest at each Board
meeting. Any Director with a conflict would be excluded from any
related discussion. The Board considers that the procedure has
worked effectively during the year under review and intends to
continue to review all notified situations at each meeting.
Directors’ Remuneration Report
The Directors’ Remuneration Report is set out on pages 51 to
53. An advisory ordinary resolution to approve the report will be
put to shareholders at the Company’s AGM. The Company is also
required to put the Directors’ Remuneration Policy to a binding
shareholder vote on a triennial basis. The Remuneration Policy
was last approved by shareholders at the AGM held in 2024 and
has continued to apply for the financial year to 30 June 2025.
Directors’ Responsibilities
The Directors’ responsibilities in preparing these Financial
Statements are stated on page 50.
Capital Structure
The Company’s capital structure is composed solely of ordinary
shares. As at 30 June 2025 there were 66,888,509 Ordinary shares
of 25 pence each in issue, of which 2,730,671 were shares held
in treasury. These shares do not carry voting rights or the right
to receive dividends and thus the number of voting rights was
64,157,838 on a poll.
During the year, the Company bought back 2,002,114 shares (with
a nominal value of £500,528.50) to be held in treasury at a cost of
£3,636,000. This represented 3.12% of the shares in issue (excluding
shares held in treasury) as at 30 June 2025. Since the year end and
pursuant to the Tender Offer, a further 29,334,059 shares have
been bought back, with 20,534,059 cancelled and 8,800,000 held
in treasury. Due to investor demand, 265,000 shares were re-issued
from treasury between 29 September and 8 October 2025. As at
24 October 2025 there were 46,354,450 shares in issue of which
11,265,671 were held in treasury.
The voting rights of the shares on a poll are one vote for every share
held. The ordinary shares give shareholders the entitlement to all
of the capital growth in the Company’s net assets and to all the
Company’s income that is resolved to be distributed.
The Company’s Articles of Association permit the Company to
purchase its own shares and to fund such purchases from its
accumulated realised capital profits. At the AGM on 10 December
2024 a special resolution was passed giving the Company
authority, until the conclusion of the AGM in 2025, to make market
purchases to be held in treasury of the Company’s ordinary
shares up to a maximum of 9,617,259 shares, being 14.99% of the
issued ordinary share capital as at 10 December 2024.
At the General Meeting held on 25 June 2025, a further special
resolution was passed which provided the Company with the
necessary authorities to make market purchases pursuant to
the Tender Offer. The Company bought back 29,334,059 shares
between the date of the General Meeting and 24 October 2025.
The Board is seeking to renew its powers at the forthcoming
AGM to buy shares into treasury, for possible reissuance when
the shares trade at a premium. The Company makes use of share
buybacks, purchasing shares to be held in treasury with the
objective of achieving a sustainable low discount (or a premium)
to net asset value. Shares are not bought back unless the result is
an increase in the net asset value per ordinary share. Shares will
only be re-sold from treasury at, or at a premium to, the net asset
value per ordinary share.
There are no restrictions concerning the transfer of securities in
the Company; no special rights with regard to control attached
to securities; no agreements between holders of securities
regarding their transfer which are known to the Company; and no
agreements to which the Company is party that might affect its
control following a successful takeover bid.
Substantial Interests in the Company’s Shares
As at 30 June 2025, the Company had been notified of the
following substantial interests in the Company’s voting rights.
These notifications were based on total voting rights in the
Company of 64,157,838.
Person subject to the notification obligation
% of
voting
rights
Bank of America Corporation 6.27
Saba Capital Management, L.P. 29.07
Following the year end, and to 24 October 2025, being the latest
practicable date prior to the production of this Report, the
Company received notification that the shareholdings of both
Bank of America Corporation and Saba Capital Management, L.P.
fell below the threshold for notifiable interests. As at 24 October
2025 there were 35,088,779 shares with voting rights, excluding
11,265,671 shares held in treasury.
Directors’ Report continued
43Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
The table on the prior page reflects those shareholders who
have notified the Company of a substantial interest in its shares
when they have crossed certain thresholds and may not reflect
their current holding. The table does not reflect the full range of
investors in the Company. The shareholder register is principally
comprised of private wealth managers and retail investors
owning their shares through a variety of online platforms.
A profile of the Company’s ownership as at 30 June 2025 and
comparatively with ownership as at 30 June 2024 is shown below.
Source: Equiniti RD:IR
Change of Control
There are no agreements to which the Company is party that
might be affected by a change of control of the Company.
Exercise of Voting Powers
The Investment Manager, in the absence of explicit instruction
from the Board, is empowered to exercise discretion in the use
of the Company’s voting rights in respect of investee companies.
The underlying aim of exercising such voting rights is to protect
the return from an investment.
Financial Statements
The Directors’ responsibilities regarding the financial statements
and safeguarding of assets are set out on page 50.
Global Greenhouse Gas (“GHG”) emissions for the year ended
30 June 2025
The Company is an investment company, with neither employees
nor premises, nor has it any financial or operational control of the
assets which it owns. Consequently, the Company consumed less
than 40,000 kWh of energy during the year in respect of which the
Directors’ Report is prepared and therefore is exempt from the
disclosures required under the Streamlined Energy and Carbon
Reporting criteria. It has no GHG emissions to report from its
operations nor does it have responsibility for any other emissions
producing sources under the Companies Act 2006 (Strategic
Report and Directors’ Reports) Regulations 2013, including those
within the Company’s underlying investment portfolio.
The Company’s approach with regard to the environmental
standards and performance of investee companies is discussed in
more detail in the section headed Stewardship Code on page 49.
Taskforce for Climate Related Financial Disclosures (“TCFD”)
The Company notes the TCFD recommendations on climate
related financial disclosures. The Company is an investment
company and, as such, it is exempt from the UK Listing Rules
requirement to report against the TCFD framework. However, the
Investment Manager has prepared a Climate-related Financial
Disclosures report, the latest of which can be accessed via the
Investment Manager’s website: https://ncim.co.uk/wp/wp-
content/uploads/2025/09/CNR-TCFD-Product-Level-Reporting-
December-2024.pdf
Modern Slavery Act 2015
As an investment vehicle the Company does not provide goods
or services in the normal course of business and does not have
customers. Accordingly, the Directors consider that the Company
does not fall within the scope of the Modern Slavery Act 2015 and
is not, therefore, obliged to make a slavery and human trafficking
statement.
UK Listing Rule 6.6.6
UK Listing Rule 6.6.6 requires the Company to include certain
information, more applicable for traditional trading companies,
in a single identifiable section of the annual report or a cross-
reference table indicating where the information is set out. The
Directors confirm that there were no disclosures to be made in
this regard.
Annual General Meeting
The Notice of the Annual General Meeting is contained on
pages 91 to 96. As well as resolutions relating to the Financial
Statements, re-appointment of Directors, and the Company’s
auditor, resolutions relating to the following items of business will
be proposed at the forthcoming Annual General Meeting.
Increase to aggregate limit of Directors’ remuneration
Resolution 11, which is proposed as an Ordinary Resolution will if
passed, amend Article 80 of the Company Articles of Association to
increase the remuneration to no more than £250,000 per annum.
Profile of the Company’s ownership of shares
held as at 30 June 2024
Other
15.3%
Retail & Advisor
Platforms
48.8%
Wealth Managers
& Private Banks
28.7%
Institutions
7.2%
Profile of the Company’s ownership of shares
held as at 30 June 2025
Other
10.3%
Wealth Managers
& Private Banks
13.3%
Institutions
34.5%
Retail & Advisor
Platforms
41.9%
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Directors’ Authority to Allot Shares
The Directors are seeking authority to allot shares. Resolution 12
will, if passed, authorise the Directors to allot new shares up to an
aggregate nominal amount of £877,219.25 per annum being 10 per
cent. of the total issued shares, excluding shares held in treasury,
as at 24 October 2025, the latest practicable date prior to the
publication of this Report or, if changed, the number representing
10 per cent. of the total issued shares, excluding shares held in
treasury, at the date at which the resolution is passed.
The Board confirms that it would not, under any ordinary
circumstance, seek to issue shares at a discount to net asset
value per share. In the unlikely circumstance that the Directors
consider such an action to be in the interests of shareholders,
it would seek a specific enabling, or ratifying, authority to do so
from shareholders.
Authority to Disapply Pre-Emption Rights
Resolution 13, which is a Special Resolution, will, if passed, renew
the Directors’ existing authority to make allotments of shares or
sell shares from treasury for cash without first offering them to
existing holders in proportion to their existing holdings.
Resolution 13 authorises the Directors to allot new ordinary
shares for cash or to sell shares held by the Company in treasury,
otherwise than to existing shareholders on a pro rata basis up to
an aggregate nominal amount of £877,219.25 which is equivalent
to 3,508,877 ordinary shares and represents 10 per cent. of the
Company’s ordinary share capital, excluding shares held in
treasury, as at 24 October 2025, being the latest practicable date
prior to the publication of this Report or, if changed, the number
representing 10 per cent. of the total issued shares, excluding
shares held in treasury, at the date at which the resolution is
passed.
These authorities, if passed, will continue in effect until the
conclusion of the Annual General Meeting in 2026. The Directors
do not have any immediate plans to issue further ordinary shares
in the Company given the number of shares currently held in
treasury which can be sold from treasury.
Directors’ Authority to Buy Back shares
Resolution 14, as set out in the Notice of the Annual General
Meeting, seeks renewal of the Company’s authority to purchase
its own shares. The renewed authority to make market
purchases will be in respect of 5,259,807 ordinary shares being
approximately 14.99 per cent. of the issued ordinary shares of
the Company in issue, excluding shares held in treasury, as at
24 October 2025, being the latest practicable date prior to the
publication of this Report or, if changed, the number representing
14.99 per cent. of the total issued, excluding shares held in
treasury, shares at the date at which the resolution is passed.
The price paid for the shares will not be less than the nominal
value of 25 pence per share nor more than the higher of (i)
105 per cent. of the average middle market quotations taken from
and calculated by reference to the London Stock Exchange Daily
Official List for the five business days immediately preceding the
day on which the ordinary share is contracted to be purchased or
(ii) the higher of the price of the last independent trade and the
highest current independent bid.
This power will only be exercised if, in the opinion of the
Directors, a purchase would result in an increase in net asset
value per share and be in the interests of the shareholders as
a whole. Any shares purchased under this authority will, as the
Directors of the Company may from time to time determine, be
cancelled immediately on completion of the purchase or held in
treasury for possible sale when the shares trade at a premium.
This authority will expire at the conclusion of the Annual General
Meeting of the Company in 2026.
Recommendation
Your Board considers the passing of the resolutions to be
proposed at the forthcoming Annual General Meeting is likely
to promote the success of the Company for the benefit of its
members as a whole and are in the best interests of the Company
and its shareholders as a whole.
Accordingly, the Directors unanimously recommend that
shareholders should vote in favour of the resolutions, as they
intend to do in respect of their own beneficial shareholdings
of 43,909.
Disclosure of Information to the Auditor
As required by Section 418 of the Companies Act 2006 each
of the Directors who held office at the date of approval of this
Directors’ Report confirm that, so far as each of the Directors is
aware, there is no relevant information of which the Company’s
Auditor is unaware and the Directors have taken all the steps
that they ought to have taken as Directors to make themselves
aware of any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
Independent Auditor
The Auditor, BDO LLP, is willing to continue in office as the Auditor
and a resolution to reappoint BDO LLP and authorise the Audit
Committee to determine the Auditor’s remuneration for the
ensuing year, will be proposed at the forthcoming Annual General
Meeting.
By Order of the Board
Christopher Casey
Chairman
27 October 2025
Directors’ Report continued
45Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Statement of Corporate Governance
Introduction
The Board has considered the principles and recommendations
of the AIC Corporate Governance Code (the “AIC Code”). The AIC
Code addresses all the principles set out in the UK Corporate
Governance Code issued by the Financial Reporting Council
(“FRC”) (the “UK Code”), as well as setting out additional
principles and recommendations on issues that are of specific
relevance to investment companies.
The Board considers that reporting against the principles
and recommendations of the AIC Code will provide the best
information to shareholders and the FRC has confirmed that
by following the AIC Code, boards of investment companies
will meet their obligations in relation to the UK Corporate
Governance Code and associated disclosure requirements
under paragraph 6.6.6 of the UK Listing Rules. The Corporate
Governance Code can be viewed at www.frc.org.uk. The AIC Code
is available on the AIC website (www.theaic.co.uk). It includes
an explanation of how the AIC Code adapts the Principles and
Provisions set out in the Corporate Governance Code to make
them relevant for investment companies.
Statement of Compliance
The Board has considered the principles and recommendations
of both the UK Code and the AIC Code and confirms that
the Company has complied with the applicable provisions
throughout the year under review and up to the date of this
report, except the UK Code provisions relating to:
l
The role of the chief executive;
l
Executive directors’ remuneration, including formation of a
separate board remuneration committee and appointment of
any remuneration consultant;
l
The need for an internal audit function; and
l
The appointment of a Senior Independent Director.
As the AIC Code acknowledges in setting out additional
provisions relevant to the industry, the above exceptions are
not believed to be automatically relevant to externally managed
investment companies. In particular, all of the Company’s day-to-
day management and administrative functions are outsourced to
third parties. As a result, the Company has no executive directors,
employees or internal operations. As discussed in the Report
of the Audit Committee, it was concluded that no internal audit
function was required. Therefore, the Company has not reported
further in respect of these provisions. The Directors, having
regularly reviewed the Company’s compliance, are therefore
comfortable that the Company complies as appropriate with
both the UK Code and the AIC Code. This report further describes
how this compliance is achieved.
Committees of the Board
The Board has three principal committees: the Audit Committee,
the Management Engagement Committee and the Nomination
Committee. The terms of reference for these committees are
available via the Company Secretary and via the Company’s
website.
A separate remuneration committee has not been established
as the Board would ordinarily, except in transitionary periods to
assist smooth succession planning, consist of only five non-
executive directors. The whole Board is responsible for setting
directors’ fees in accordance with the Remuneration Policy set
out on page 54, which is subject to periodic shareholder approval.
Audit Committee
The Audit Committee comprises all directors, with the exception
of the Chairman of the Board, and is chaired by Mrs Paterson
having succeeded Mr Casey following his appointment as
Chairman of the Board with effect from 10 December 2024).
Further details are provided in the Report of the Audit Committee
on pages 55 to 58.
Management Engagement Committee
The Management Engagement Committee is chaired by Ms Cable
having succeeded Mr Evans following his retirement with effect
from 10 December 2024) and comprises the full Board. The
Management Engagement Committee annually reviews matters
concerning the management contract which exists between
the Company and the Investment Manager and the Company’s
contracts with other service providers. Details of the Management
Agreement are shown in Note 3 to the Financial Statements.
Nomination Committee
The Nomination Committee is chaired by Mr Cahill and comprises
the full Board. The Committee’s role is to review the Board’s
structure and composition and to make recommendations for any
changes or new appointments and oversee any Board recruitment
processes. Possible new Directors are identified against the
requirements of the Company’s business and the need to have a
balanced Board. External search consultants may be used to assist
in the appointment of new Directors.
Board meetings
During the year ended 30 June 2025 and under the ordinary course
of business, the Board met quarterly and on three additional
occasions to consider the Company’s dividend and to approve
the appointment of Mrs Hall and Mrs Paterson, a total of seven
meetings. In addition there were three Audit Committee meetings.
The Company’s Annual General Meeting was held in December
2024 and two General Meetings were held in February and June
2025 respectively. Three additional meetings were held where a
committee was formed for the signing of loan documentation, and
approval of the Company’s half year and annual reports.
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The annual meetings of the Management Engagement Committee
and Nomination Committee took place shortly after the year end,
following postponement so that discussion could more usefully
and appropriately take place following the conclusion of the
Tender Offer.
Lastly, the Board formally met on a further 20 occasions between
December 2024 and May 2025 in respect of the Company’s
response to an approach by major shareholder, Saba Capital
Management, L.P., and to discuss the Board’s Strategic Review
and subsequent proposals for a Tender Offer and value enhancing
initiatives.
This brought the total number of formal meetings by the Board and
its committees during the year to 36.
Between meetings the Board maintains regular contact with the
Investment Manager and the Company’s other advisers.
The following table sets out the number of Board and committee
meetings each of the directors have attended against the number
of meetings they were eligible to attend during the year ended
30 June 2025.
Audit
Committee Board
General
Meetings Other*
Christopher Casey
1
3/3 4/4 3/3 25/26
Carole Cable 3/3 4/4 3/3 25/26
Paul Cahill 3/3 4/4 3/3 23/26
Louise Hall
2
3/3 4/4 3/3 23/25
Seema Paterson
2
3/3 4/4 3/3 24/25
Alun Evans
3
1/1 2/2 1/1 1/3
Helen Green
1,3
1/1 2/2 1/1 2/3
* Ad hoc committee meetings and meetings relating to requisitions from major shareholder, Strategic Review and subsequent proposals for a Tender Offer and
value enhancing initiatives.
1 Not a member of the Audit Committee but in attendance by invitation for all or part of the meetings. Christopher Casey succeeded Helen Green as Chair of the
Board following the conclusion of the Annual General meeting held on 10 December 2024.
2 Appointed on 1 August 2024.
3 Retired on 10 December 2024.
The Board
The Chair is responsible for the leadership of the Board and
ensuring its effectiveness on all aspects of its role. Given the size
and composition of the Board it is not considered necessary
to appoint a Senior Independent Director. All Directors are
considered by the Board to be independent of the Investment
Manager. Each of the Directors is independent in character and
judgement and there are no relationships, or circumstances
which the Board considers likely to affect the judgement of
the independent Directors. The Board takes the view that
independence is not compromised by length of tenure and
that experience and continuity can add significantly to the
Board’s strength.
The Board has a schedule of matters reserved to it for decision
and the requirement for Board approval on these matters is
communicated directly to the senior staff of the Investment
Manager. Such matters include strategy, borrowings, treasury
and dividend policy. Full and timely information is provided to
the Board to enable the Directors to function effectively and
to discharge their responsibilities. The Board also reviews the
financial statements, performance and revenue budgets.
Policy on Director Tenure
The Company is strongly committed to striking the correct
balance between the benefits of continuity, experience and
knowledge and those that come from the introduction of new
perspectives and skills to the Board. It is the intention of the
Board that each Director will retire after no longer than nine
years in the role, however, it is acknowledged that in some
circumstances an extension of that time period could be
beneficial to the Company. A comprehensive explanation will be
provided for the extension where applicable, as can be found
within the Chairman’s Statement on page 9.
The terms of Directors’ appointments and the Company’s
Articles of Association provide that Directors should retire and be
subject to appointment at the first Annual General Meeting after
their appointment. Directors are obliged to retire by rotation,
and to offer themselves for re-appointment by shareholders at
least every three years after that. Any Director who has served
on the Board for more than nine years will offer themselves for
re-appointment annually. However, in 2011 the Board agreed
that, as recommended by the AIC Code, all Directors will retire
annually and, if appropriate, seek re-appointment. There is no
notice period and no provision for compensation upon early
termination of appointment.
Statement of Corporate Governance continued
47Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Appointments to the Board
A Director appointed during the year is required, under the
provisions of the Company’s Articles of Association, to retire and
seek appointment by shareholders at the next Annual General
Meeting.
As part of the process to appoint Mrs Hall and Mrs Paterson,
who were appointed on 1 August 2024, the Board engaged the
services of specialist recruitment consultants, Fletcher Jones Ltd,
who prepared a list of potential candidates for consideration by
the Board. A short list was then arrived at, the candidates were
interviewed, and Mrs Hall and Mrs Paterson were subsequently
appointed.
Fletcher Jones Ltd is a signatory of The Standard Voluntary
Code of Conduct for Executive Search Firms published by The
Department for Business, Energy & Industrial Strategy (“BEIS”).
The Code of Conduct aims to broaden ethnic diversity and
gender balance on boards through executive search firms’
commitment throughout their recruitment processes, such as
initial planning stages, long/short listing and candidate support.
As described on page 49, Fletcher Jones Ltd were also appointed
by the Board to conduct an external independent Board
evaluation in Autumn 2023. Fletcher Jones Ltd has no other
connection with the Company or the individual directors.
Induction/Development
New appointments to the Board are provided with a full
induction programme. The programme covers the Company’s
investment strategy, policies and practices. New Directors are
also given key information on the Company’s regulatory and
statutory requirements as they arise including information
on the role of the Board, matters reserved for its decision, the
terms of reference for the Board committees, the Company’s
corporate governance practices and procedures and the latest
financial information. Following their appointment, Directors are
encouraged to participate in training courses where appropriate.
Directors’ Other Commitments
Each of the Directors has assessed the overall time commitment
of their external appointments and it was concluded that they
have sufficient time to discharge their duties. When appointing
new Directors, the Board takes into account other demands on
the Directors’ time. Any additional external appointments are
only undertaken with prior approval of the Board.
Diversity Policy
The Board supports the principle of boardroom diversity and
therefore the Company’s Diversity Policy applies to both the
Board and its committees. The Company’s policy is that the
Board and its committees should be comprised of directors with
a diverse range of skills, knowledge and experience and that
appointments to the Board should be made on merit, against
objective criteria, including diversity in its broadest sense.
The objective of the policy is to have a broad range of
approaches, backgrounds, skills, knowledge and experience
represented on the Board. To this end, achieving a diversity
of perspectives and backgrounds on the Board is a key
consideration in any director search process and the Board
encourages any recruitment agencies it engages to find a diverse
range of candidates that meet the criteria agreed for each
appointment.
The Board will give due regard to diversity-based targets,
namely The Parker Review, FTSE Women Leaders Review and
the UK Listing Rules, but will not discriminate on the grounds
of age, gender, sexual orientation, disability or socio-economic
background in considering the appointment of Directors.
Board Diversity
Details of the Directors of the Company are set out on page 40.
The Board is supportive of the FCA’s UK Listing Rules (UKLR
6.6.6(9)) to encourage greater diversity on listed company boards
and has implemented the FCA’s disclosure requirements.
The Company has met the three targets on board diversity as at
its chosen reference date, 30 September 2025:
(i) at least 40% of the individuals on its board of directors are
women;
(ii) at least one of the following senior positions on its board of
directors is held by a woman:
(A) the chair;
(B) the chief executive;
(C) the senior independent director; or
(D) the chief financial officer; and
(iii) at least one individual on its board of directors is from a
minority ethnic background.
The relatively small size of the Company’s Board, and therefore
more infrequent vacancies and opportunities for recruitment,
make achieving diversity on the Board a more challenging
process. As succession planning of the Board progresses
over future years, the Company will continue to strive for
increased diversity on its Board of which gender and ethnicity
are two important aspects. Further details on the Company’s
appointment process can be found under ‛Appointments to the
Board’. This includes engaging recruitment agencies that sign
up to recognised codes of conduct, which include principles on
diversity with the aim of increasing board diversity integrated
through their search processes.
As required under UKLR 6.6.6(10), further detail in respect of the
three targets outlined above as at 30 September 2025 is disclosed
in the following tables.
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Number of Board
members
Number
of Board
members
Percentage
of the Board
Senior
positions on
the Board*
Men 2 40% 1
Women 3 60% 1
Not specified/prefer
not to say – – –
Number of Board
members
Number
of Board
members
Percentage
of the
Board
Senior
positions on
the Board*
White British or other
White (including
minority-white groups) 4 80% 1
Mixed/Multiple Ethnic
Groups – – –
Asian/Asian British 1 20% 1
Black/African/
Caribbean/Black British – – –
Other ethnic group,
including Arab – – –
Not specified/prefer
not to say – – –
* As an externally managed investment company, the Company has no executive
directors, employees or internal operations. The Board has therefore excluded
the columns relating to executive management from the tables above.
In addition, the senior positions on the Company’s Board of (B) the chief
executive, (C) the senior independent director and (D) the chief financial officer
are not applicable to the Company. In the absence of the aforementioned
roles, the Board considers the chair of the audit committee to also be a senior
position on the Board.
In order to collect the data required to fulfil the disclosures in
the tables above, the Board agreed that self-reporting by the
individuals concerned was the most appropriate method. The
data was collected anonymously by the Company Secretary
using a web-based survey where the following two questions
were posed, and individuals were reminded that ‘Not specified /
prefer not to say’ could be recorded in response:
1. For the purposes of the UK Listing Rules disclosures, how
should you be categorised; and
2. Please advise your ethnicity.
There have been no changes in Board composition that have
occurred between the reference date and the date on which this
Report was approved.
Over recent years, the Board continued to investigate setting up a
board apprenticeship scheme to provide personal development
opportunities for those having full time roles in the natural
resources sector. However, following consideration in June 2025,
the Board concluded that the recruitment of a board apprentice
would no longer be appropriate given the Company’s significant
reduction in size following conclusion of the Tender Offer. It was
agreed that the matter could be reconsidered at an appropriate
future juncture.
Board Evaluation
The Board has put in place necessary procedures to conduct, on
an annual basis, an appraisal of the Chair of the Board as well as
a performance evaluation of the Board as a whole, the individual
Directors and the Board committees. The Chair regularly reviews
and agrees with each Director their training and development
needs.
Most recently, an internal board evaluation exercise was
undertaken whereby Directors completed questionnaires
which addressed the Board broadly, each of its committees and
the Chairman. Follow up discussions were conducted by the
Chairman, and in the case of the evaluation of the Chairman, by
the Chair of the Nomination Committee. The Board reviewed the
strengths and weaknesses identified by the questionnaires and
one-to-one discussions and agreed that the Chairman lead the
process of addressing the proposed action points during the year.
The evaluation concluded that, despite board changes during
the year and a somewhat challenging and unusual year for the
Board, directors had worked together effectively and as a team
to achieve positive outcomes for the Company’s shareholders. It
was recognised that the Board is currently composed of a well-
diversified and balanced mix of individuals in terms of relevant
skills and experience, and that duties can be shared according to
individual strengths.
The performance of individual directors and the Chairman was
rated highly and it was felt that directors all generally contributed
well to discussions and contrasting views were well handled and
thoroughly debated. It was recognised that the Chairman had
effectively guided the Board since succeeding to the role during
the year and been an excellent spokesperson on behalf of the
Company and the Board.
The Board considered the position of all of the Directors as part
of the evaluation process and believes that it is, once again,
in the Company’s best interests to propose that all directors
be re-appointed by shareholders. The Board reviewed the
Chairman’s and Directors’ other commitments and are satisfied
that the Chairman and other Directors are capable of devoting
sufficient time to the Company.
Statement of Corporate Governance continued
49Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
The most recent external board evaluation exercise was
conducted by Fletcher Jones Ltd in Autumn 2023. As described
on page 47, Fletcher Jones Ltd were also appointed by the Board
to lead the recruitment process of two new non-executive
directors, resulting in the appointment of Mrs Hall and Mrs
Paterson on 1 August 2024. The Board were satisfied that the
appointment of Fletcher Jones would not result in any conflicts
of interest and that their team’s existing knowledge of the Board
dynamics and Directors would be valuable during a recruitment
exercise. However, the Board have agreed that an alternative
provider will be sought for the next external board evaluation
undertaken, which, following industry best practice, will take
place in 2026. Fletcher Jones Ltd has no other connection with
the Company or the individual Directors.
Directors’ Interests
The beneficial interests of the Directors in the Company are set
out on page 53.
Company Secretary
The Directors have access to the advice and services of a
specialist investment trust company secretary, who is responsible
for advising the Board on all governance matters. The Company
Secretary ensures governance procedures are followed and that
the Company complies with applicable statutory and regulatory
requirements.
Independent Professional Advice
The Board has formalised arrangements under which
the Directors, in the furtherance of their duties, may seek
independent professional advice at the Company’s expense.
Principal Risks
The Board has reviewed the Company’s internal controls and
principal risks and uncertainties, and the key risks faced by the
Company are set out in the Strategic Report on pages 22 to 27.
The Board and Audit Committee regularly review the Company’s
emerging and principal risks and consider related changes in the
Company’s risk profile.
Stewardship Code
The Financial Reporting Council (“FRC”) published The UK
Stewardship Code 2020 (“Stewardship Code”) for institutional
shareholders in October 2019. The purpose of the Stewardship
Code is to enhance the quality of engagement between
institutional investors and companies to help improve long-term
returns to shareholders and the efficient exercise of governance
responsibilities.
The FRC encourages institutional investors to make a statement
of their commitment to the Stewardship Code. The Board has
delegated responsibility for actively monitoring the activities
of investee companies to the Investment Manager, who has
been a signatory to the Stewardship Code since 2021. The
Investment Manager is responsible for reviewing, on a regular
basis, the annual reports, circulars and other publications
produced by the investee companies, and for attending company
meetings. This includes environmental, social and governance
matters, as further discussed on page 39. In the absence of
explicit instruction from the Board, the Investment Manager is
empowered to use discretion in the exercise of the Company’s
voting rights.
The Investment Manager’s policy is to assess each voting
opportunity individually and to vote only in cases where it is
believed that the Company’s best interests need to be protected.
The Board has reviewed, and endorses, the Investment Manager’s
Statement of Compliance with the Stewardship Code, which
appears on the Investment Manager’s website, at https://
www.manulifeim.com/content/dam/mim-institutional/global/
documents/resources/cqs-policies-and-procedures/manulife-
CQS-stewardship-report-2024.pdf.
The Board receives reports from the Investment Manager on the
exercise by the Investment Manager of the Company’s voting
rights.
Bribery Prevention
The Board confirms it has zero tolerance to bribery and
corruption in its business activities and takes its responsibility to
prevent bribery very seriously.
Criminal Finances Act 2017
In line with the requirements of The Criminal Finances Act 2017,
the Directors confirm that the Company has a commitment to
zero tolerance towards the criminal facilitation of tax evasion.
Principal Decisions
The Section 172 statement set out on pages 32 to 38 outlines
decisions taken during the year which the Board considers have
the greatest impact on the Company’s long-term success. The
Board considers the factors outlined under Section 172 of the
Companies Act and the wider interests of stakeholders as a whole
in all decisions it takes on behalf of the Company.
Relations with Shareholders
The AIC Code requires directors to explain their statutory duties
as stated in Sections 171–177 of the Companies Act 2006. Under
Section 172, directors have a duty to promote the success of
the Company for the benefit of its members as a whole, and
in doing so have regard to the consequences of any decisions
in the long term, as well as having regard to the Company’s
stakeholders amongst other considerations. The Board’s report
on its compliance with Section 172 of the Companies Act 2006 is
contained within the Strategic Report on pages 32 to 38.
By Order of the Board
Christopher Casey
Chairman
27 October 2025
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The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law
and regulations.
Company Law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 102 “The
Financial Reporting Standard applicable in the UK and Republic
of Ireland”, and applicable law).
Under Company Law the Directors must not approve the financial
statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Company and of the profit
or loss of the Company for that year. In preparing the financial
statements, the Directors are required to:
l
select suitable accounting policies and then apply them
consistently;
l
state whether applicable United Kingdom Accounting
Standards, comprising FRS 102, have been followed, subject
to any material departures disclosed and explained in the
financial statements;
l
make judgements and accounting estimates that are
reasonable and prudent; and
l
prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are also responsible for:
l
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities;
l
keeping adequate accounting records that are sufficient to
show and explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply
with the Companies Act 2006;
l
preparing a Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate Governance Statement
that comply with relevant laws and regulations; and
l
the maintenance and integrity of the Company’s website.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement
The Directors consider that the Annual Report and Financial
Statements, taken as a whole, are fair, balanced, understandable
and provide the information necessary for shareholders to
assess the Company’s position, performance, business model
and strategy.
Each of the Directors, whose names and functions are listed in
the ‘Board of Directors’ section on page 40 confirms that, to the
best of their knowledge:
l
the Company’s Financial Statements, which have been
prepared in accordance with United Kingdom Accounting
Standards give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
l
the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
On behalf of the Board
Christopher Casey
Chairman
27 October 2025
Note to those who access this document by electronic means:
The Annual Report for the year ended 30 June 2025 has been
approved by the Board of CQS Natural Resources Growth and
Income PLC. Copies of the Company’s annual report and half
year report are circulated to shareholders and, where possible to
potential investors. It is also made available in electronic format
for the convenience of readers. Printed copies are available from
the Company Secretary’s office in London.
Statement of Directors’ Responsibilities
51Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
The Board presents the Directors’ Remuneration Report for
the year ended 30 June 2025 which has been prepared in
accordance with Sections 420-422 of the Companies Act 2006.
The Companies Act 2006 requires the auditor to report to
shareholders on certain parts of the Directors’ Remuneration
Report and to state whether, in its opinion, those parts of the
report have been properly prepared in accordance with the
Regulations. The parts of the annual report on remuneration that
are subject to audit are indicated in the Report.
The Company’s policy on Directors’ remuneration, together with
details of the remuneration of each Director, can be found on
page 54.
The full Board fulfils the role of a remuneration committee within
its meetings under the leadership of the Chair of the Board and
the determination of the Directors’ fees is a matter dealt with
by the whole Board. No advice from remuneration consultants
was received during the year under review although a review
of remuneration of the Company’s peer group of investment
companies was undertaken along with research by Nurole
Limited and Trust Associates Limited. The Board considers the
framework for the remuneration of the Directors on an annual
basis. It reviews the ongoing appropriateness of the Company’s
remuneration policy and the remuneration of Directors by
reference to the activities of the Company and in comparison
with other companies of a similar structure and size. This is in line
with the AIC Code. The Directors exercise independent judgement
and discretion when authorising remuneration outcomes, taking
into account the Company’s performance together with wider
circumstances.
The Board’s remuneration for the year ended 30 June 2025
remained unchanged on the prior year. However, at the most
recent review held in July 2025, it was agreed that Directors’ fees
with effect from 1 July 2025 would be as follows:
£
Chair 45,000
Chair of the Audit Committee 38,000
Director 33,000
Directors’ Remuneration Report
Annual Report on Directors’ Remuneration
Single Total Figure of Remuneration and Expenses (audited):
Year ended 30 June 2025 Year ended 30 June 2024
Director
Fees
£
Taxable
benefits
1
£
Total
£
Fees
£
Taxable
benefits
1
£
Total
£
Christopher Casey 36,052 3,051 39,103 33,500 – 33,500
Carole Cable 43,500
2
– 43,500 28,500 – 28,500
Paul Cahill 28,500 – 28,500 28,500 – 28,500
Louise Hall
3
26,125 – 26,125 – – –
Seema Paterson
3
28,950 – 28,950 – – –
Alun Evans
4
12,642 217 12,859 28,500 – 28,500
Helen Green
4
16,957 585 17,542 38,000 1,694 39,694
Totals 192,726 3,853 196,579 157,000 1,694 158,694
The amounts paid by the Company to the Directors were for services as non-executive Directors. Fees have been pro-rated where a
change of appointment/role takes place during a financial year.
1 Expenses relate to the reimbursement of costs incurred in connection with the performance of directors’ duties, predominantly attendance at meetings,
including properly incurred travel, accommodation and subsistence costs.
2 Includes a one-off additional fee of £15,000 in compensation of the additional time and commitment given in respect of the Company’s response following receipt
of a requisition notice from Saba Capital Management, L.P. on 18 December 2025.
3 Appointed on 1 August 2025.
4 Retired on 10 December 2025.
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Directors’ Remuneration Report continued
Changes in Directors’ remuneration (unaudited):
The table below contains the annual percentage change in remuneration over the five financial years prior to the current year in
respect of the various director roles.
Fee rates:
Year to
30 June
2025
£’000
Change
%
Year to
30 June
2024
£’000
Change
%
Year to
30 June
2023
£’000
Change
%
Year to
30 June
2022
£’000
Change
%
Year to
30 June
2021
£’000
Change
%
Chair 38 – 38 15.2 33 – 33 3.1 32 6.7
Chair of the
Audit Committee 33.5 – 33.5 17.5 28.5 – 28.5 5.6 27 3.9
Director 28.5 – 28.5 14 25 – 25 4.2 24 4.4
Component
Annual Rate
for the year to
30 June 2025
£
Annual Rate
for the year to
30 June 2024
£ Purpose and operation
Basic Annual Fee:
Each Director
28,500 28,500 In recognition of the time and commitment required
by the Directors of public companies as well as the
responsibilities of the role. The basic fee is reviewed
against fees paid by peer companies to ensure that it
reflects fair and adequate compensation for the role.
Additional Fee:
Chairman of the Board
9,500 9,500 For the additional time, commitment and responsibility
required on the Company’s business issues; and
providing leadership as Chairman of the Board.
Additional Fee:
Chair of the Audit Committee
5,000 5,000 For the greater time required on the financial and
reporting affairs of the Company.
Additional Fee:
Each Director
Variable Variable In the event that the Company undertakes a complex
or large project, such additional fee as will fairly
compensate for the additional time and commitment
required by a Director.
Expenses:
Each Director
Variable Variable Reimbursement of expenses properly incurred by
Directors in attending meetings and/or otherwise in
the performance of their duties to the Company.
The following table sets out the remuneration components for each Board role.
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Relative Importance of Spend on Pay
The table below sets out, in respect of the financial year ended
30 June 2025 and the preceding financial year, the comparative
cost of Directors’ fees compared with:
a) the distributions made to shareholders by way of dividend; and
b) repurchases of the Company’s own shares.
Year ended
30 June
2025
£
Year ended
30 June
2024
£
%
change
Total remuneration 196,579 158,694 23.9%
Dividend
1
5,196,208 4,383,836 18.5%
Share buyback 3,635,312 1,368,000 165.7%
1 Includes the Fourth Interim Dividend 2025 of 4.25 pence per share relating to
the year ended 30 June 2025 but paid on 1 September 2025 (2024: includes
the Fourth Interim Dividend 2024 of 1.82 pence per share and Special Interim
Dividend 2024 of 1 penny per share relating to the year ended 30 June 2024
but paid on 2 September 2024).
Directors’ Interests (audited)
Biographies of the Directors are shown on page 40. The interests
(all of which were beneficial) of the Directors who held office at the
year end in the shares of the Company were as below:
Ordinary shares
held as at
30 June
2025
Ordinary shares
held as at
30 June
2024
Christopher Casey 16,500 6,500
Carole Cable – –
Paul Cahill 14,749 14,749
Louise Hall
1
5,000 –
Seema Paterson
1
7,660 –
Alun Evans
2
– 13,440
Helen Green
2
– 11,200
1 Appointed with effect from 1 August 2024.
2 Retired following the conclusion of the Annual General Meeting held on
10 December 2024.
No changes to these holdings have been reported up to the date
of this report.
There are no provisions included within the Company’s Articles of
Association which require Directors to hold shares in the Company.
Other Interests in ordinary shares (unaudited)
The collective shareholding of the Company’s investment
management team (and of the persons closely associated with
them) as at 30 June 2025 was 122,194 shares. Following the year
end, this increased by a further 107 shares through dividend
reinvestment.
Company Performance
The Board is responsible for the Company’s investment strategy
and performance, although the management of the Company’s
investment portfolio is delegated to the Investment Manager
through the investment management agreement, as referred to
in the Business Review on pages 28 and 29.
The following graph compares the Company’s share price total
return (assuming all dividends are reinvested) with its comparator
indices, the MSCI World Energy Index (sterling adjusted) and MSCI
World Metals and Mining Index (sterling adjusted) for the ten
years to 30 June 2025.
Voting at Annual General Meeting
The Directors’ Remuneration Report was last approved by
shareholders at the AGM held on 10 December 2024 with 98.25%
of the votes cast (including votes cast at the Chair’s discretion)
in favour and 1.75% votes cast against. 1,448,299 votes were
withheld (votes withheld are not votes by law and are therefore
not counted in the calculation of votes for or against a resolution).
An ordinary resolution for the approval of the Annual Report on
Directors’ Remuneration will be put to an advisory shareholder
vote at the forthcoming AGM.
Approval
The Directors’ Remuneration Report was approved by the Board
of Directors and signed on its behalf on 27 October 2025.
Christopher Casey
Chairman
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The Board’s policy is that the remuneration of Directors should
reflect the experience of the Board as a whole, be fair and
comparable with that of other relevant investment trusts that
are similar in size and have similar investment objectives and
structures. Furthermore, the level of remuneration should be
sufficient to attract and retain the Directors needed to oversee
the Company properly and to reflect the specific circumstances
of the Company, the duties and responsibilities of the
Directors and the value and amount of time committed to the
Company’s affairs.
In accordance with the Companies Act 2006, the Company is
required to seek shareholder approval of its remuneration policy
on a triennial basis. An ordinary resolution for the approval of the
remuneration policy was approved by shareholders at the AGM
held on 10 December 2024, with 98.28% of votes cast (including
votes cast at the Chair’s discretion) in favour and 1.72% votes
cast against. 1,456,339 votes were withheld (votes withheld are
not votes by law and are therefore not counted in the calculation
of votes for or against a resolution). The Remuneration Policy
will be put to shareholders at the AGM to be held in 2027. Any
feedback received from shareholders is considered as part of
the Board’s annual review of remuneration. In respect of the year
under review no feedback has been received from shareholders
in relation to remuneration.
The fees for the non-executive Directors are determined within
the limits set out in the Company’s Articles of Association. The
present limit is £200,000 per annum in aggregate, including all
variable remuneration, and it is the Board’s intention to seek
approval from shareholders at the forthcoming AGM to increase
the remuneration limit. Pursuant to Article 80 of the Company’s
Articles of Association, an ordinary resolution for the approval of
the remuneration limit to be increased to £250,000 will also be
put to a shareholder vote at the forthcoming AGM.
The aggregate amount in fees paid to the Company’s Directors
during the year to 30 June 2025 and the projected Directors’ fees
for the year ending 30 June 2026 are shown in the table below.
Director
Date of Initial
Appointment
Projected
fees year
ending
30 June
2026
£
Current
fees year
ended
30 June
2025
£
Christopher Casey
1
1 October 2017 45,000 33,002
Carole Cable 1 October 2017 33,000 43,500
Paul Cahill 23 June 2022 33,000 28,500
Louise Hall
2
1 August 2024 33,000 26,125
Seema Paterson
3
1 August 2024 38,000 28,950
Alun Evans
4
26 September 2014 – 12,417
Helen Green
4
1 September 2015 – 16,372
Total 182,000 188,866
1 Succeeded to the role of Chair of the Board following the conclusion of the
Annual General Meeting held on 10 December 2024.
2 Appointed on 1 August 2024.
3 Appointed on 1 August 2024 and succeeded to the role of Chair of the Audit
Committee following the conclusion of the Annual General Meeting held on
10 December 2024.
4 Retired at the conclusion of the Annual General Meeting held on 10 December
2024.
The current level of Directors’ fees will not be reviewed until at
least summer 2026. Any new Director being appointed to the
Board who has not been appointed as either Chair of the Board or
as the Chair of the Audit Committee will, under the current level of
fees, receive £33,000 per annum.
Non-executive Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other
benefits. Directors are entitled to claim reasonable expenses
from the Company in relation to the performance of their
duties. It is the Board’s policy that Directors do not have service
contracts, but the terms and conditions of the Directors’
appointments are set out in formal letters of appointment which
are available for review on request from the Company Secretary
at cosec@frostrow.com and will be available for 15 minutes
before, and during, the forthcoming Annual General Meeting.
Directors’ Remuneration Policy
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Report of the Audit Committee
Composition of the Audit Committee
An Audit Committee has been established with written terms
of reference and comprises all non-executive Directors, except
the Chair of the Board, who is invited to attend meetings of
the Committee. The Audit Committee members have recent
and relevant financial experience, and the Audit Committee
as a whole has competence relevant to the sector in which
the Company operates. The terms of reference of the Audit
Committee are reviewed and reassessed for their adequacy on an
annual basis and are disclosed on the Company’s website.
Role of the Audit Committee
A summary of the Committee’s main audit review functions is
shown below:
l
to monitor the integrity of the half year report and annual
report of the Company by reviewing, and challenging where
necessary, the actions and judgements of the Investment
Manager and Administrators;
l
to make recommendations in relation to the appointment of
the external Auditor and to approve the remuneration and
terms of engagement of the external Auditor;
l
to meet with the external Auditor to review their proposed
audit programme of work and their findings. The Board also
use this as an opportunity to assess the effectiveness of the
audit process;
l
to monitor and review annually the external Auditor’s
independence, objectivity, effectiveness, resources and
qualification;
l
to develop and implement the policy on the engagement of the
external Auditor to supply non-audit services;
l
to review and monitor the internal control systems and risk
management systems on which the Company is reliant;
l
to consider annually whether there is a need for the Company
to have its own internal audit function; and
l
to review an annual statement from the Investment Manager
and Administrator detailing the arrangements in place whereby
the staff of the Investment Manager and of the Administrator
may, in confidence, escalate concerns about possible
improprieties in matters of financial reporting or other matters.
Half Year Report and Annual Report
The Board of Directors are responsible for preparing the half
year report and annual report. The Audit Committee advises the
Board on the form and content of the annual report and financial
statements, any issues which may arise and any specific areas
which require judgement.
Auditor
BDO LLP (“BDO”) was appointed as statutory auditor in 2017. In
accordance with the current legislation, the Company is required
to re-tender for new auditors at least every ten years and has to
change its auditor after 20 years. Accordingly, the Committee will
re-tender the audit no later than 2027. Following professional
guidelines, the audit partner rotates after five years. The audit
partner is in their fourth year of appointment.
As part of its review of the scope and results of the audit, during
the year the Audit Committee considered and approved BDO’s
plan for the audit of the Financial Statements for the year
ended 30 June 2025. At the conclusion of the audit, BDO did not
highlight any issues to the Audit Committee which would cause it
to qualify its audit report. BDO issued an unqualified audit report
which is included on pages 60 to 65.
Non-Audit Services
The Committee has previously agreed that non-audit fees cannot
be more than 70% of the average audit fees for the last three
years. The Company’s policy on non-audit services was updated
in 2020 to comply with the FRC Revised Ethical Standard 2019 and
most recently revised following review by the Audit Committee in
June 2024.
It has been agreed that all non-audit work to be carried out by
BDO must be approved in advance by the Audit Committee.
As part of the review of auditor independence and effectiveness,
BDO has confirmed that it is independent of the Company and
has complied with relevant auditing standards. In evaluating
BDO, the Audit Committee has taken into consideration the
standing, skills and experience of the firm and the audit team.
The Audit Committee is satisfied from direct observation and
enquiry of the Investment Manager and Administrator that BDO
provides effective independent challenge in carrying out its
responsibilities.
No non-audit services have been provided by BDO during the
year, nor the prior year.
Significant matters considered regarding the Annual Report
and Financial Statements
During the year, the Audit Committee considered a number of
significant matters and areas of key audit risk in respect of the
Annual Report and Financial Statements.
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Significant Matters Considered by the Audit Committee and the Board
Significant matter How the matter was addressed
External audit plan, including significant risks and key audit
matters
The Audit Committee reviewed the external audit plan and
concluded that the appropriate areas of audit risk relevant to the
Company had been identified by the Auditor. The Committee
also discussed the audit procedures and plan with the Auditor
and whether suitable control procedures had been put in place
to obtain reasonable assurance that the Financial Statements as
a whole would be free of material misstatements.
During the audit planning process, and as in the prior year,
the Auditor identified management override of controls as a
significant risk for the Company, along with five other risks
considered less significant: valuation of investments; ownership
of investments; revenue recognition; compliance with
investment trust tax legislation; and investment management
fees. At the planning stage, the Auditor considered that the
risk associated with going concern should be increased from
‘low’ to ‘elevated’, given the Tender Offer announced by the
Company. The Audit Committee agreed with the Auditor that the
matter be revisited once the result of the Tender Offer had been
announced and, subsequently, the assessment of the risk was
decreased to ‘low’.
The Committee again noted that they did not view management
override of controls as a likely risk nor was it considered one of
the Company’s principal risks, but one that was mandated by
audit standards.
Review of the Committee’s Terms of Reference Each of the Board’s committees reviews its terms of reference
on an annual basis. In June 2025, the Committee considered
and recommended to the Board, proposed changes to the
Terms of Reference, including:
l
Reflecting changes in the AIC Corporate Governance Code
and the responsibilities of the Committee under the Minimum
Standard, in particular, the Committee’s involvement in the
Company’s audit tender process; and
l
Inclusion of the Committee’s consideration of the valuation of
the Company’s unquoted investments.
Review of the Company’s Risk Register A thorough review of the Company’s Risk Register was
undertaken by the Committee in conjunction with
representatives of the Investment Manager and the Company
Secretary and Administrator.
During its in-depth review, the Committee improved the
description of the Company’s risks and the associated
mitigating controls and thoroughly reassessed risks and their
scores in light of the Company’s Strategic Review outcomes
announced earlier this year. Further detail can be found on
pages 22 to 27.
Report of the Audit Committee continued
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Significant matter How the matter was addressed
Changes to legislative and governance requirements At each meeting the Board consider developments to legislation
and governance requirements affecting the Company.
The Committee has not had to consider any new audit
regulations in the past year. It has, however, taken note of
reporting guidance and thematic reviews published by the FRC
and determined how to apply any relevant best practice to the
Company’s reporting.
The Committee has noted, in particular, the publication by
the FRC of the Audit Committees and the External Audit:
Minimum Standard (the “Minimum Standard”), the revised UK
Corporate Governance Code and subsequent revisions to the
AIC Corporate Governance Code, and reflected such changes as
necessary in its Terms of Reference.
The Minimum Standard will apply to the Company on a comply
or explain basis as it is included by reference in the new AIC
Code. The Committee will seek to comply with the Minimum
Standard as far as it is appropriate for an externally-managed
investment company to do so.
The Company’s Audit Tender In June 2025, the Committee reviewed the anticipated timeline
in respect of the Company’s next audit tender. The audit for
the year ending 30 June 2026 would be the fifth undertaken
by the current audit partner, Mr Chris Meyrick, and the tenth
undertaken by BDO, and the Company would be required to go
out to tender after that audit.
During the year the Chair of the Audit Committee opened
dialogue with audit firms to gauge interest ahead of the
Company’s audit tender with a view to ensuring the Company
has a fair choice of external auditors and in light of the need for
greater market diversity.
Internal Controls
The Board is ultimately responsible for the Company’s system
of internal control and for reviewing its effectiveness. Following
publication of the Financial Reporting Council’s “Internal Control:
Revised Guidance for Directors on the Combined Code” (the “FRC
guidance”) the Board confirms that there is an ongoing process for
identifying, evaluating and managing the significant risks faced by
the Company. This process has been in place for the year under
review and up to the date of approval of this Report and is regularly
reviewed by the Board and accords with the FRC Guidance.
The key components designed to provide effective internal
control are outlined below:
l
The Company Secretary and Administrator together with the
Investment Manager prepares forecasts and management
accounts which allow the Board to assess the Company’s
activities and review its performance;
l
the Board and Investment Manager have agreed clearly defined
investment criteria, specified levels of authority and exposure
limits. Reports on these issues, including performance
statistics and investment valuations, are regularly submitted to
the Board and there are meetings with the Investment Manager
as appropriate;
l
the Investment Manager’s compliance department regularly
reviews the Investment Manager’s operations and reports to
the Board on a quarterly basis;
l
written agreements are in place which specifically define
the roles and responsibilities of the Investment Manager,
Administrator and other third party service providers; and
l
the Board has considered the need for an internal audit
function but, because of the compliance and internal
control systems in place at the Investment Manager and the
Administrator, has decided to place reliance on the Investment
Manager’s and the Administrator’s systems and their internal
audit procedures.
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The Audit Committee has established a set of ongoing processes
designed to meet the particular needs of the Company in managing
the risks to which it is exposed. The process is one whereby the
Investment Manager has identified the key risks to which the
Company is exposed and recorded them on a risk matrix together
with the controls employed to mitigate these risks. A residual
risk rating has been applied to each risk. The Audit Committee is
responsible for reviewing the risk matrix and associated controls
before recommending the matrix to the Board for consideration and
approval, challenging the Investment Manager’s assumptions to
ensure a robust internal risk management process.
As detailed above, the Audit Committee formally reviewed and
updated the Company’s risk matrix during the year and will
continue to do so on at least an annual basis.
During the year, the Audit Committee also discussed and
reviewed the internal controls frameworks in place at the
Investment Manager and the Administrator. Discussions focused
on three lines of defence: assurances at operational level; internal
oversight; and independent objective assurance. The Audit
Committee concluded that these frameworks were appropriate
for the identification, assessment, management and monitoring
of financial and regulatory risks, with particular regard to the
protection of the interests of the Company’s shareholders.
Internal control systems are designed to meet the Company’s
particular needs and the risks to which it is exposed. Accordingly,
the internal control systems are designed to manage rather than
eliminate the risk of failure to achieve business objectives and
by their nature can only provide reasonable and not absolute
assurance against misstatement and loss. Further details of
the Company’s internal controls are set out within the structure
diagram on the next page.
Seema Paterson
Chair of the Audit Committee
27 October 2025
Report of the Audit Committee continued
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
I
NTERNAL CONTROLS STRUCTURE
The Board has a responsibility for
establishing and assessing internal
controls to ensure the Company
within the risk appetites set by the
Board. As the Company relies on third-
party service providers for all of its
operations, it obtains regular reports
from these counterparties on the
within these organisations.
The Company’s principal service
providers are the Investment
Manager and AIFM, Company
Secretary and Administrator, the
custodian and depositary, and the
registrar. The Board receives regular
reporting on compliance with the
control environment and assesses
controls through review of the
assurance reports from each of these
organisations.
In addition, the Company retains a
number of secondary providers who
report regularly to the Board. These
include the Company’s legal adviser
and the corporate stockbroker.
The Management Engagement
Committee formally evaluates the
performance and service delivery of all
third-party service providers at least
annually and the Audit Committee
evaluates the performance of the
Company’s external auditor annually,
f
ollowing the completion of the annual
audit process.
Principal third-party
service providers
The Directors:
● receive regular reporting
at meetings;
● review the assurance
report produced by each
organisation;
● receive additional
reporting on the control
environment from each of
the principal third–party
service providers;
and
● formally evaluate their
performance on an
annual basis.
Secondary third-party
service providers
The Directors:
● receive regular reporting
on their activities at
meetings; and
● formally evaluate their
performance on an
annual basis.
Entirely independent non-executive
● Audit Committee
● Management Engagement Committee
● Nomination Committee
(Company Secretary, Administrator)
● Balance sheet
● Liquidity and gearing
● Income forecasts
● Portfolio valuation
● Portfolio transactions
● Investment limits and restrictions
(monthly)
● Compliance with investment policy
and guidelines (monthly)
●
(annually)
(AIFM and Portfolio Management)
(Depositary and Custodian)
● Depositary’s report (quarterly)
●
● Presentations on subjects of interest (as required)
(Registrar)
●
● Presentations on subjects of interest (as required)
(Legal Advisor)
(Tax Advisor)
(Corporate Broker)
● Portfolio performance update at each meeting
● Valuation of unquoted assets
● Compliance report (quarterly)
● Effectiveness of control environment (annually)
● Presentations on subjects of interest (as required)
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Independent Auditor’s Report to the Members
of CQS Natural Resources Growth and Income PLC
Opinion on the Financial Statements
In our opinion the Financial Statements:
l
give a true and fair view of the state of the Company’s affairs as
at 30 June 2025 and of its profit for the year then ended;
l
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
l
have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements of CQS Natural
Resources Growth and Income plc (the “Company”) for the year
ended 30 June 2025 which comprise the Income Statement, the
Balance Sheet, the Statement of Changes in Equity, the Cash
Flow Statement and notes to the financial statements, including
a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation
is applicable law and United Kingdom Accounting Standards,
including Financial reporting Standard 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent
with the additional report to the Audit Committee.
Independence
Following the recommendation of the Audit Committee, we were
appointed by the Board of Directors on 23 May 2017 to audit
the financial statements for the year ended 30 June 2017 and
subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is nine
years, covering the years ended 30 June 2017 to 30 June 2025.
We remain independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of accounting
included:
l
Evaluating the appropriateness of the Directors’ method of
assessing the going concern, and assumptions used, in light of
economic and market conditions by reviewing the information
used by the Directors in completing their assessment; and
l
Reviewing the Directors’ assessment of the impact of the
tender offer during the year;
l
Assessment of the availability of cash and the liquidity of the
investment portfolio in relation to its ability to meet expected
cash outflows over at least the next 12 months.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
Overview
2025 2024
Key audit matters Valuation and ownership of investments ✓ ✓
Materiality Company financial statements as a whole
£1.36m (2024: £1.38m) based on 1% (2024: 1%) of net assets.
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including the Company’s
system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed
the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors
that may have represented a risk of material misstatement.
Key Audit Matters
Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified, 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.
Key audit matter
How the scope of our audit addressed the key
audit matter
Valuation and ownership of
investments
Note 1(d) and Note 9
The investment portfolio at the year-
end comprised of quoted (£141.3m) and
unquoted (£1.9m) equity and fixed income
investments held at fair value through profit
or loss.
We considered the valuation and ownership
of investments to be a significant audit area
as investments represent the most significant
balance in the financial statements and
underpins the principal activity of the entity.
While we do not consider the valuation of
quoted equity and fixed income investments
to be subject to a significant degree of
estimation or judgement, there is a risk
that the prices used by the Company are
not reflective of the fair value of those
investments as at year end.
For unquoted investments, although they
involve judgement and estimation, their
relative size within the overall portfolio
means they are not considered to present a
significant risk of material misstatement.
There is also a risk of error in the recording
of investment holdings such that those
recordings do not appropriately reflect the
investments owned by the Company.
For these reasons and the materiality to
the financial statements as a whole, the
valuation and ownership of investments are
considered to be a key area of our overall
audit strategy and allocation of our resources
and hence a Key Audit Matter.
We responded to this matter by testing
the valuation and ownership of the whole
portfolio of investments. We performed the
following procedures:
In respect of each of the quoted investment
valuations, we:
l
Confirmed the year end bid price was used
by agreeing to externally quoted prices
from independent sources;
l
Assessed if there were contra indicators
such as liquidity considerations, to suggest
bid price is not the most appropriate
indication of fair value by considering the
realization period for individual holdings;
and
l
Recalculated the valuation by multiplying
the number of units held per the statement
obtained from the custodian by the
valuation per unit.
In respect of the portfolio of unquoted
investments, we assessed the
appropriateness of management’s
valuation methodology. We validated
significant factual inputs and considered
the appropriateness of assumptions made,
including through the use of sensitivity
analysis, in the context of the risk of a
material misstatement.
For all investments, we obtained
confirmation of the number of units held by
the custodian of the portfolio holdings at the
balance sheet date.
Key observations:
Based on our procedures performed we
did not identify any matters to suggest the
valuation or ownership of the quoted equity
investments were not appropriate.
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Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by
which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the
extent of testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as immaterial as we
also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole and performance
materiality as follows:
Company financial statements
2025 2024
Materiality £1,360,000 £1,380,000
Basis for determining materiality 1% of net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key
measure of performance for users of the financial
statements.
Performance materiality £1,020,000 £1,035,000
Basis for determining performance materiality 75% of materiality
Rationale for the percentage applied for performance
materiality
l
Number of unadjusted audit differences in prior year.
l
Nature, complexity and volume of transactions.
l
Number of accounts subject to estimation.
Reporting threshold
We agreed with the Audit Committee that we would report
to them all individual audit differences in excess of £68,000
(2024: £69,000). We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The Directors are responsible for the other information. The
other information comprises the information included in the
annual report other than the financial statements and our
auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement
in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
Independent Auditor’s Report continued
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Going concern and longer-term viability
l
The Directors’ statement with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified set
out on pages 29 and 30; and
l
The Directors’ explanation as to their assessment of the Company’s prospects,
the period this assessment covers and why the period is appropriate set out on
pages 29 and 30.
Other Code provisions
l
Directors’ statement on fair, balanced and understandable set out on page 50;
l
Board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on page 22 to 27;
l
The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on pages 57 and 58; and
l
The section describing the work of the Audit Committee set out on pages 55 to 58.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit:
l
the information given in the Strategic Report and the Directors’ Report for the
financial year for which the financial statements are prepared is consistent with
the Financial Statements; and
l
the Strategic Report and the Directors’ Report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified material
misstatements in the Strategic Report or the Directors’ Report.
Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has
been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the
information about internal control and risk management systems in relation
to financial reporting processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency
Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified material
misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit
information about the Company’s corporate governance code and practices
and about its administrative, management and supervisory bodies and their
committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate
governance statement has not been prepared by the Company.
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Matters on which we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which
the Companies Act 2006 requires us to report to you if, in our opinion:
l
adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us; or
l
the Financial Statements and the part of the Directors’ Remuneration Report to
be audited are not in agreement with the accounting records and returns; or
l
certain disclosures of Directors’ remuneration specified by law are not made; or
l
we have not received all the information and explanations we require for our
audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
l
Our understanding of the Company and the industry in which it
operates;
l
Discussion with the Investment Manager and Audit Committee;
and
l
Obtaining an understanding of the Company’s policies and
procedures regarding compliance with laws and regulations,
we considered the significant laws and regulations to be
Companies Act 2006, the FCA listing and DTR rules, the principles
of the AIC Code of Corporate Governance, industry practice
represented by the AIC SORP, the applicable accounting
framework, and qualification as an Investment Trust under
UK tax legislation as any non-compliance of this would lead to
the Company losing various deductions and exemptions from
corporation tax.
Our procedures in respect of the above included:
l
Agreement of the Financial Statement disclosures to
underlying supporting documentation;
l
Enquiries of the Investment Manager and Audit Committee
relating to the existence of any non-compliance with laws and
regulations;
l
Reviewing minutes of meeting of the Audit Committee
throughout the period for instances of non-compliance with
laws and regulations; and
l
Reviewing the calculation in relation to Investment Trust
compliance to check that the Company was meeting its
requirements to retain their Investment Trust Status.
Independent Auditor’s Report continued
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Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
l
Enquiry with the Investment Manager and Audit Committee
regarding any known or suspected instances of fraud;
l
Obtaining an understanding of the Company’s policies and
procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to
fraud.
l
Review of minutes of meetings of the Audit Committee for any
known or suspected instances of fraud; and
l
Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements.
Based on our risk assessment, we considered the areas most
susceptible to be management override of controls.
Our procedures in respect of the above included:
l
Considered the opportunity and incentive to manipulate
accounting entries and assessed the reasonableness of
relevant adjustments made in the year-end financial reporting
process;
l
Reviewed for significant transactions outside the normal
course of business;
l
Incorporated an element of unpredictability in the nature,
timing and extent of audit procedures; and
l
Performed a review of unadjusted audit differences, if any, for
indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and
capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through collusion. There
are inherent limitations in the audit procedures performed and
the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on
the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
27 October 2025
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Income Statement
Year ended 30 June 2025 Year ended 30 June 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments held at fair value
through profit or loss
9 – 6,425 6,425 – 6,095 6,095
Exchange (losses)/gains on foreign currencies – (118) (118) – 14 14
Income 2 2,571 1,324 3,895 6,426 768 7,194
Investment management fee 3 (391) (1,175) (1,566) (416) (1,248) (1,664)
Other expenses 4 (1,803) – (1,803) (976) – (976)
Net return before finance costs and tax 377 6,456 6,833 5,034 5,629 10,663
Finance costs 5, 11 (234) (701) (935) (311) (734) (1,045)
Net return before tax 143 5,755 5,898 4,723 4,895 9,618
Taxation 6, 11 (143) (25) (168) (454) (38) (492)
Net return for the year – 5,730 5,730 4,269 4,857 9,126
Basic and diluted return per ordinary share
(pence)
8 0.00p 8.88p 8.88p 6.39p 7.27p 13.66p
The “total” column of this statement is the Income Statement of the Company, prepared in accordance with Financial Reporting
Standard 102 (“FRS 102”). The supplementary revenue and capital columns are presented in accordance with the Statement of
Recommended Practice issued by the AIC (“AIC SORP”).
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
during the period.
There is no other comprehensive income, and therefore the net return for the period is also the total comprehensive income.
The Notes on pages 70 to 87 form part of these Financial Statements.
66
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Balance Sheet
Notes
As at
30 June
2025
£’000
As at
30 June
2024
£’000
Fixed assets
Investments at fair value through profit or loss 9 143,266 152,627
Current assets
Debtors 10 406 645
Cash at bank 2,404 2,952
2,810 3,597
Current liabilities
Creditors: amounts falling due within one year 11 (700) (658)
Bank loan 12 (9,000) (17,000)
Net current liabilities (6,890) (14,061)
Net assets 136,376 138,566
Capital and reserves
Called-up share capital 13 16,722 16,722
Treasury shares 13 (683) (182)
Special distributable reserve 21,449 27,127
Share premium 4,851 4,851
Capital reserve 94,037 88,307
Revenue reserve – 1,741
Equity shareholders’ funds 136,376 138,566
Net asset value per ordinary share (pence) 14 212.56p 209.44p
Company number: 02978531
These Financial Statements on pages 66 to 87 were approved by the Board of Directors and authorised for issue on 27 October 2025
and were signed on its behalf by:
Christopher Casey
Chairman
The Notes on pages 70 to 87 form part of these Financial Statements.
67
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Statement of Changes in Equity
Notes
Share
capital
£’000
Treasur y
shares
£’000
Share
premium
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
For the year ended 30 June 2025
Balance at 30 June 2024 16,722 (182) 4,851 27,127 88,307 1,741 138,566
Net return for the year – – – – 5,730 – 5,730
Shares bought back into treasury – (501) – (3,135) – – (3,636)
Dividends paid 7 – – – (2,543) – (1,741) (4,284)
Balance at 30 June 2025 16,722 (683) 4,851 21,449 94,037 – 136,376
For the year ended 30 June 2024
Balance at 30 June 2023 16,722 – 4,851 28,571 83,454 2,962 136,560
Net return for the year – – – – 4,857 4,269 9,126
Shares bought back into treasury – (182) – (1,182) (4) – (1,368)
Dividends paid 7 – – – (262) – (5,490) (5,752)
Balance at 30 June 2024 16,722 (182) 4,851 27,127 88,307 1,741 138,566
The special distributable reserve, capital reserve (excluding the unrealised losses on Level 2 and Level 3 investments detailed in
Note 9) and the revenue reserve are distributable by way of dividend. The Company’s distributable reserve balance is £136,347,000
(2024: £144,270,000) and the net distributable reserve is £115,486,000 (2024: £117,175,000) after taking into account the unrealised
cumulative losses of £20,861,000 (2024: £27,095,000) relating to Level 2 and Level 3 investments in the portfolio.
The Notes on pages 70 to 87 form part of these Financial Statements.
68
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Notes
Year ended
30 June
2025
£’000
Year ended
30 June
2024
£’000
Operating activities
Investment income received
1
3,633 6,366
Deposit interest received 80 112
Investment management fees paid (1,454) (1,662)
Other expenses (1,826) (911)
Net cash inflow from operating activities 433 3,905
Investing activities
Purchases of investments (37,869) (35,310)
Disposals of investments 53,984 37,587
Net cash inflow/(outflow) from investing activities 16,115 2,277
Financing activities
Equity dividends paid (4,284) (5,752)
Shares bought back into treasury (3,752) (1,368)
(Repayment of)/drawdown from credit facility 12 (8,000) 1,000
Loan interest paid (942) (981)
Net cash outflow from financing activities (16,978) (7,101)
Decrease in net cash (430) (919)
Reconciliation of net cash flow movement to movement in net cash
Decrease in net cash during the year (430) (919)
Foreign exchange (losses)/gains on cash (118) 14
Movement in net cash during the year (548) (905)
Opening cash balance at 1 July 2,952 3,857
Closing cash balance at 30 June 2,404 2,952
1 Net of withholding tax.
The Notes on pages 70 to 87 form part of these Financial Statements.
Cash Flow Statement
69Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Strategic Report Corporate Governance Financial Statements
General Information and
Annual General Meeting
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Notes to the Financial Statements
for the year ended 30 June 2025
1 Accounting policies
CQS Natural Resources Growth and Income PLC is a public company limited by shares, incorporated in accordance with the Laws of
England and Wales. Details of the registered office are included on page 99.
A summary of the principal accounting policies adopted is set out below.
(a) Basis of accounting
The financial statements are prepared on a going concern basis, in accordance with the Companies Act 2006, United Kingdom
Generally Accepted Accounting Principles (“UK GAAP”) including FRS102 ‘The Financial Reporting Standard applicable in the UK and
Ireland’ and the Statement of Recommended Practice regarding the Financial Statements of Investment Trust Companies and Venture
Capital Trusts (“SORP”) issued by the Association of Investment Companies in July 2022.
The Company’s financial statements are presented in sterling, being the functional and presentational currency of the Company. All
values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.
Having considered the Company’s investment objective, nature of the investment portfolio, loan facility, expenditure projections,
suitable stress testing and the impact of the current geopolitical and market uncertainty, covering a period of 12 months from the date
this Report is approved, the Directors are satisfied that the Company has adequate resources to continue in operational existence for
the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the Financial Statements.
(b) Financial assets
All financial assets are initially recognised at fair value, recorded at the date on which the Company became party to the contractual
requirements of the financial asset, with the related transaction costs expensed under the capital column of the Income Statement.
Subsequently, they are measured at fair value through profit or loss.
Cash at bank
Cash comprises cash at bank, which is carried at amortised cost.
(c) Financial liabilities
All financial liabilities are initially recognised at fair value net of transaction costs incurred, recorded on the date on which the
Company becomes party to the contractual requirements of the financial liability, and subsequently carried at amortised cost with the
exception of bank loans, which are measured at cost, being the fair value of the consideration received.
(d) Fixed asset investments
Financial assets which comprise equity shares, preference shares, fixed income securities and warrants, are classified as held at fair
value through profit or loss as the financial assets are managed and their performance is evaluated on a fair value basis in accordance
with the Company’s investment strategy and this is also the basis on which information about investments is provided internally to
the Board.
Purchases or sales of financial assets are recognised/derecognised on the date the Company trades the investments. On initial
recognition investments are classified as fair value through profit or loss with any resultant gain or loss, including any gain or loss
arising from a change in exchange rates, recognised in the Income Statement. For listed securities this is either the bid price or last
traded price, depending on the convention of the exchange on which the investment is listed.
Financial assets which are not listed or where trading in the securities of an investee company is suspended are valued at the Board’s
estimate of fair value in accordance with International Private Equity and Venture Capital Valuation (“IPEV”) guidance. Unquoted
financial assets are valued on the basis of all the information available to them at the time of valuation. This includes a review of
the financial and trading information of the Company, covenant compliance, ability to pay the interest due and cash held. Valuation
methodologies for the Company’s unquoted investments include:
• the last published net asset value or traded share price of the security, after adjustment for factors that the AIFM and Board believe
would affect the amount of cash that the Company would receive if the security were realised as at the reporting date; or
• the estimated, discounted cash distribution based on information provided by the management or liquidators of the security. The
discount applied will take account of various factors, including expected timings of the cash flow and the level of certainty on the
estimate; or
70
CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
1 Accounting policies continued
• in the case of warrants, a widely accepted valuation model, such as the Black-Scholes model.
Changes in fair value and gains or losses on disposal are included in the Income Statement as a capital item.
(e) Income
Dividends receivable on equity shares are recognised as income on the date that the related investments are marked ex-dividend.
Dividends receivable on equity shares where no ex-dividend date is quoted are recognised as income when the Company’s right to
receive payment is established. Dividend income is recognised through the revenue or capital column of the Income Statement based
on the nature of the distributions. Income from special dividends is taken to capital where relevant circumstances indicate that the
dividends are capital in nature.
Fixed interest returns on non-equity shares are recognised on a time apportioned basis so as, if material, to reflect the effective
interest rate on those instruments. Any difference between acquisition cost and maturity value is recognised as revenue over the life
of the security using the effective yield basis of calculating amortisation. Other returns on non-equity shares are recognised when
the right to the return is established. The fixed return on a debt security is recognised on a time apportioned basis so as to reflect the
effective interest rate on each such security. Income from deposit interest and underwriting commission is recognised on an accruals
basis.
(f ) Taxation
The charge for taxation is based on net revenue for the year. The tax effect of different items of income/gain and expenditure/loss is
allocated between capital and revenue on the same basis as the particular item to which it relates.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet
date, except:
– the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits; and
– any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences.
Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Because the Company intends each year to qualify as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010
(previously S842 of the Income and Corporation Taxes Act 1988), no provision is made for deferred taxation in respect of the capital
gains that have been realised, or are expected in the future to be realised, on the sale of fixed asset investments.
(g) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the Income Statement as a revenue item except
the following which are charged to capital:
– expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment; and
– the Company charges 75 per cent. of investment management fees to capital, in line with the Board’s expected long-term return
in the form of capital gains and income respectively from the investment portfolio of the Company. This split has been reassessed
annually and remains appropriate. For further details refer to Note 3.
(h) Dividend payments
Dividends paid by the Company on its shares are recognised in the financial statements in the period in which they are paid and are
shown in the Statement of Changes in Equity. Shares held in treasury carry no entitlement to dividends.
(i) Foreign currency
Transactions denominated in foreign currencies are recorded in the local currency at actual exchange rates at the date of the
transaction. Overseas assets and liabilities denominated in foreign currencies at the year end are reported at the rates of exchange
prevailing at the year end. Instruments held at fair value are translated at the rate prevailing at the time the fair value is determined.
71
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Strategic Report Corporate Governance Financial Statements
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Annual General Meeting
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
1 Accounting policies continued
Any gain or loss arising from a change in exchange rates subsequent to the date of a transaction and before the settlement date is
included as an exchange gain or loss. The functional currency of the Company, being its statutory reporting currency, is pound sterling.
(j) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs of debt, insofar as they relate to the financing of the Company’s
investments or to financing activities aimed at maintaining or enhancing the value of the Company’s investments, are allocated
between revenue and capital in accordance with the Board’s expected long-term split of returns, in the form of income and capital
gains respectively, from the Company’s investment portfolio. For further details refer to Note 5.
(k) Capital and reserves
(i) Share capital – represents the nominal value of authorised and allocated, called-up and fully paid shares issued. The reserve is
non-distributable.
(ii) Share premium – the surplus of net proceeds received from the issuance of new shares over their par value is credited to this
account and the related issue costs are deducted from this account. The reserve is non-distributable.
(iii) Capital reserve – The following are accounted for in this reserve:
– gains and losses on the realisation of investments;
– realised and unrealised exchange differences on transactions of a capital nature;
– capitalised expenses and finance costs, together with the related taxation effect; and
– increases and decreases in the valuation of investments held.
This reserve, excluding the unrealised gains on Level 2 and Level 3 investments detailed in Note 9, is distributable by way of dividends.
(iv) Special distributable reserve – created from the Court cancellation of the share premium account which had arisen from premiums
paid at launch. This reserve is distributable by way of dividends.
(v) Revenue reserve – the net profit/(loss) arising in the revenue column of the Income Statement is added to or deducted from this
reserve. This reserve is distributable by way of dividends.
(vi) Treasury shares – shares that have been repurchased by the Company but not cancelled. These shares are held in a treasury
account and remain part of the Company’s share capital but do not carry any rights to receive dividends or vote at general
meetings. This reserve is non-distributable.
(l) Single segmental reporting
The Company is engaged in a single segment of business, being an investment business, consequently no segmental analysis is
provided.
(m) Critical accounting estimates and judgements
The only significant accounting estimate and judgement is the valuation of the unquoted investments which is described in Note 1(d)
above.
The Company does not intend to acquire securities that are unquoted or unlisted at the time of investment with the exception of
securities which, at the time of acquisition, are intending to list on a stock exchange or securities which are convertible into quoted
securities.
The Board delegates to a formal Valuation Committee, which sits within the Company’s AIFM and meets on a monthly basis to review
developments in relation to unquoted investments in the portfolio and assess whether adjustments are required to reflect the latest
fair value of those investments.
Notes to the Financial Statements continued
for the year ended 30 June 2025
72 CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
1 Accounting policies continued
The valuation methodologies for unquoted investments are dependent on the type of instruments in the portfolio. For securities that
have been delisted, fair value may be determined based on the expected future cash flow or the last price traded immediately prior
to delisting, with appropriate illiquidity or similar discounts applied. Derivative instruments are fair valued using well established
and commonly accepted techniques and models with inputs and assumptions determined by the VC. The Company uses the Black
Scholes model for the valuation of warrants.
As illustrated above, the Company’s valuation process for unquoted equities involved significant judgements and estimates, which
could have a material impact on the reported balances at the year end.
As at 30 June 2025, the Company held £1,886,000 or 1.3% of the portfolio (2024: £7,525,000 or 4.9%), in Level 3 investments, of which
£1,364,000 or 1.0% of the portfolio relate to unquoted equity investments (2024: £6,830,000 or 4.5%) and the remaining £522,000 or
0.3% relate to unquoted warrants (2024: £694,000 or 0.4%). Further details on valuation methodologies and sensitivity analysis can be
found in Note 9.
2 Income
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Income from investments
UK dividend income 291 – 291 450 – 450
Preference share dividend income 466 – 466 799 – 799
Overseas dividend income 1,596 1,324 2,920 4,874 768 5,642
Fixed interest 137 – 137 191 – 191
2,490 1,324 3,814 6,314 768 7,082
Other income
Bank interest 81 – 81 112 – 112
Total income 2,571 1,324 3,895 6,426 768 7,194
3 Investment Management Fees
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Investment management fee 391 1,175 1,566 416 1,248 1,664
The Company’s Investment Manager is CQS (UK) LLP (trading as Manulife | CQS Investment Management).
With effect from 1 May 2025, the investment management fee payable by the Company was reduced to 1.0 per cent. of net assets
per annum.
Previously, the Company’s annual management fee was 1.2 per cent. on net assets up to £150m; 1.1 per cent. on net assets above
£150m and up to £200m; 1.0 per cent. on net assets above £200m and up to £250m; and 0.9 per cent. on net assets above £250m.
The balance due to Manulife | CQS for management fees at the year end was £252,000 (2024: £140,000).
Investment management fees have been allocated 75% to capital and 25% to revenue (2024: 75% capital and 25% revenue) in the
Income Statement. This capital and revenue split is reviewed by the Board annually.
73
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
4 Other Expenses
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Secretarial and administration fees 266 – 266 201 – 201*
Directors’ fees 193 – 193** 157 – 157
Employer’s National Insurance contributions 14 – 14 6 – 6
Auditor’s remuneration for the audit of
the Company’s financial statements
63 – 63 73 – 73
Tax advisor remuneration for tax services 72 – 72 31 – 31
Directors’ and Officers’ liability insurance 19 – 19 15 – 15
Registrar fees 39 – 39 23 – 23
Custody and depositary fees 91 – 91 79 – 79
Public relations 92 – 92 84 – 84
Broker fees 50 – 50 50 – 50
Stock exchange fees 29 – 29 22 – 22
Legal and professional fees*** 826 – 826 178 – 178
Other 49 – 49 57 – 57
1,803 – 1,803 976 – 976
* Frostrow Capital LLP was appointed on 22 November 2023 to provide the Company with administration and Company Secretary services, as well as serve as the
Company’s investor relations and marketing adviser. All service provisions from Frostrow are included in a single fee figure.
** Directors’ fees are higher in 2025 due to overlapping period between the two new directors joining and the two directors retiring from, the Board, and a one-off £15,000
payment to one of the Directors in compensation of the additional time and commitment given in respect of the Company’s response following receipt of a requisition
notice from Saba Capital Management, L.P. on 18 December 2025. Further details can be found in the Directors Remuneration Report on page 51.
*** 2025 total includes £714,000 in relation to the dealings of the Requisitioned General Meeting by Saba Capital Management, L.P. and the subsequent Strategic Review
carried out by the Board. Subsequent to the year end and pursuant to Section 316 of the Companies Act 2006, £5,540 was reclaimed from Saba in respect of the
circulation of its statement to shareholders alongside notice of the Requisitioned General Meeting held on 4 February 2025. 2024 total includes £78,000 in relation
to the renewal of the Company’s loan facility, £33,000 in relation to the appointment of two non-executive directors and £15,000 in relation to the transition of the
Company’s Administrator and Company Secretary.
The Company does not have any employees and no pension contributions were payable in respect of any of the Directors.
5 Finance Costs
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Interest on bank loan 234 701 935 245 734 979
Other interest (Note 11) – – – 66 – 66
234 701 935 311 734 1,045
Interest on the bank loan has been allocated 75% to capital and 25% to revenue (2024: 75% capital and 25% revenue) in the Income
Statement. This capital and revenue split is reviewed by the Board annually.
Notes to the Financial Statements continued
for the year ended 30 June 2025
74 CQS NATURAL RESOURCES GROWTH AND INCOME PLC | Annual Report for the year ended 30 June 2025
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
6 Taxation
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Corporation tax (Note 11) – – – 122 – 122
Overseas withholding tax 143 25 168 332 38 370
143 25 168 454 38 492
Reconciliation of Tax Charge
The tax in the Income Statement for the year is lower than the current standard rate of corporation tax in the UK of 25% (2024: 25%).
A reconciliation of the total tax charge is set out below:
2025
Total
£’000
2024
Total
£’000
Return on ordinary activities before taxation 5,898 9,618
Corporation tax at 25% (2024: 25%)
1,475 2,405
Effects of:
Non-taxable income (588) (1,594)
Non-taxable gains (1,938) (1,652)
Overseas withholding tax 168 370
Excess management expenses (deferred tax not recognised) 1,022 845
Non-taxable exchange (losses)/gains 29 (4)
Corporation tax – prior year adjustment (Note 11) – 122
Current year tax charge 168 492
The Company has not provided for deferred tax on capital gains or losses arising on the revaluation and disposal of investments as it
is exempt from tax due to its investment trust status. The Company can offset excess management expenses (management fees, other
administrative expenses, and interest costs) against taxable income to eliminate any tax charge on such income, but it is unlikely to
generate future taxable profits to utilise these amounts. The unrecognised deferred tax assets as at 30 June 2024 totalled £5,471,000
(2024: £4,449,000) arising as a result of having excess management expenses of £21,884,000 (2024: £17,798,000) and based on a
prospective tax rate of 25% (2024: 25%).
7 Dividends
2025
Revenue
£’000
2024
Revenue
£’000
Amounts recognised as distributions to equity holders in the year:
Fourth interim dividend for the year ended 30 June 2024 of 1.82p (2023: 1.82p) per share 1,198 1,217
Special interim dividend for the year ended 30 June 2024 of 1.00p (2023: 3.00p) per share 659 2,007
First interim dividend for the year ended 30 June 2025 of 1.26p (2024: 1.26p) per share 811 843
Second interim dividend for the year ended 30 June 2025 of 1.26p (2024: 1.26p) per share 808 843
Third interim dividend for the year ended 30 June 2025 of 1.26p (2024: 1.26p) per share 808 842
4,284 5,752
75
Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
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Annual General Meeting
Job No: 101164 Proof Event: 24 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
2025
Revenue
£’000
2024
Revenue
£’000
Amounts relating to the year but not paid at the year end*:
Fourth interim dividend for the year ended 30 June 2025 of 4.25p (2024: 1.82p) per share 2,727 1,198
Special interim dividend for the year ended 30 June 2025 of nil (2024: 1.00p) per share – 658
Total 2,727 1,856
* Figures under the 2025 column above are calculated using the number of voting shares (excluding shares held in treasury) in issuance of 64,157,838 as at the record
date of 2 August 2025, and the comparatives under the 2024 column were calculated using the number of voting shares (excluding shares held in treasury) in issuance of
65,809,800 as at the record date of 1 August 2025.
In accordance with FRS 102, the fourth and special interim dividends have not been included as a liability in these accounts and will be
recognised in the period in which they are paid.
8 Return per ordinary share
Return per ordinary share attributable to shareholders reflects the overall performance of the Company in the year.
Year ended
30 June
2025
£’000
Year ended
30 June
2024
£’000
Revenue return – 4,269
Capital return 5,730 4,857
Total Return 5,730 9,126
Weighted average number of ordinary shares in issue 64,516,804 66,817,536
Revenue return per share (pence) 0.00 6.39
Capital return per share (pence) 8.88 7.27
Total return per share (pence) 8.88 13.66
There were no dilutive instruments issued by the Company for the years ended 30 June 2025 and 30 June 2024.
7 Dividends continued
Notes to the Financial Statements continued
for the year ended 30 June 2025
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9 Investments
2025
£’000
2024
£’000
Equity shares 137,154 146,952
Preference shares 4,580 4,063
Fixed income securities 951 929
Warrants 581 683
143,266 152,627
All investments are designated at fair value through profit or loss at initial recognition, therefore all gains and losses arising on
investments are designated at fair value through profit or loss.
Investments at fair value through profit or loss
2025
£’000
2024
£’000
Opening book cost 162,667 157,457
Opening investment holding gains (10,040) (7,992)
Opening fair value 152,627 149,465
Analysis of transactions made during the year
Purchase at cost 38,167 34,434
Sales proceeds received (53,953) (37,367)
Gains on investments 6,425 6,095
Closing fair value 143,266 152,627
Closing book cost 142,707 162,667
Closing investment gains/(losses) 559 (10,040)
Closing fair value 143,266 152,627
In line with the revised AIC SORP issued in July 2022, the presentations of gains and losses arising from disposals of investments and
gains and losses on revaluation of investments have now been combined. Please see Accounting Policies Note 1(a) on page 70. The
gains and losses included in the table below have all been recognised within gains on investments held at fair value in the Income
Statement on page 66.
Gains/(losses) on investments
2025
£’000
2024
£’000
Realised (losses)/gains on sales of investments (4,174) 8,397
Unrealised gains/(losses) on investments 10,599 (2,302)
Gains on investments 6,425 6,095
During the year the Company purchased £38,167,000 (2024 restated: £35,310,000) of investments and incurred a total transaction
cost of £23,000 (2024: £33,000). Disposals of investments amounted to £53,953,000 (2024 £37,621,000) with a total transaction cost of
£46,000 (2024: £34,000). As at 30 June 2025, £4,000 of the disposal proceeds were receivable (2024: £34,000).
77
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9 Investments continued
FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland requires an analysis of investments valued at
fair value based on the reliability and significance of information used to measure their fair value. The level is determined by the lowest
(that is the least reliable or independently observable) level of input that is significant to the fair value measurement for the individual
investment in its entirety as follows:
●
Level 1 – investments quoted in an active market;
●
Level 2 – investments whose fair value is based directly on observable current market prices or indirectly being derived from
market prices; and
●
Level 3 – investments whose fair value is determined using a valuation technique based on assumptions that are not supported by
observable current market prices or based on observable market data.
As at 30 June 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments at fair value through profit or loss
Equities 135,790 – 1,364 137,154
Preference shares 4,580 – – 4,580
Fixed income securities – 940 11 951
Warrants – – 581 581
Total 140,370 940 1,956 143,266
As at 30 June 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments at fair value through profit or loss
Equities 140,121 – 6,831 146,952
Preference shares 4,063 – – 4,063
Fixed income securities – 918 11 929
Warrants – – 683 683
Total 144,184 918 7,525 152,627
Level 2 investments are priced using evaluated prices from a third-party vendor, together with a price comparison made with
secondary and tertiary evaluated third party sources. Evaluated prices are in turn based on a variety of sources, including broker
quotes and benchmarks. As a result, these investments are disclosed as Level 2 as the fair values of these investments are not as
visible as quoted equity investments and their higher inherent pricing risk. However, this does not mean that the fair values shown in
the portfolio valuation are not achievable at point of sale.
Coppernico Metals commenced trading on the Toronto Stock Exchange in August 2024 and was transferred from Level 3 investment
to Level 1 during the year at a valuation of £1,445,000. There has been no other transfer of financial assets between fair value levels
during the year (2024: none).
The Level 3 investments at the year end, along with the respective valuation methods utilised, are as follows:
The fair value of Level 3 financial assets has been determined by reference to valuation techniques described in Note 1(d) of these
Financial Statements. Judgement has been exercised in each of these valuations in determining the most appropriate valuation
methodology and inputs into the valuation models used.
Notes to the Financial Statements continued
for the year ended 30 June 2025
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9 Investments continued
Unquoted equity investments:
As at 30 June 2025, the Company held two unquoted equity investments, respectively Leo Lithium (£932,000), whose share trading
on the Australian Securities Exchange (ASX) has been suspended since September 2023, and Firefinch (£431,000), whose shares were
delisted from the ASX on 1 July 2024 and its sole investment remaining is a stake in Leo Lithium.
Leo Lithium has been suspended from trading on the Australian Stock Exchange (“ASX”) since September 2023 and has since then
disposed its 40% holding in the Goulamina project in Mali to the 60% join venture partner, China Gangfeng Lithium. Cash flow from
the disposal was received in two traches with the first being received in November 2024 and the second being received in July 2025.
Cash from the first trance has been paid to shareholders by way of dividends, and Leo Lithium has been considering either to fully
distribute cash from the second tranche to shareholders or use that cash to acquire suitable projects to continue its operations and
listing. The ValCo valued Leo Lithium using a probability weighted approach, assuming 20% probability of receiving cash in full and
80% probability of the cash being reinvested, discounted by 63%, which is based on the last capital raise to current valuation impact
as a baseline guidance.
The only remaining assets in Firefinch is a stake in Leo Lithium plus cash and therefore the Company values Firefinch on a look through
basis. Due to the uncertainty over Leo Lithium’s future strategic plans, a 50% discount has been applied on Firefinch’s distributable
value attributable to Leo Lithium.
A 10% decrease in the valuation of the unquoted equity investments would result in a £136,000 negative impact on the Company’s net
return for the year and NAV as at the year end date, and a 10% increase would result in an equal but opposite effect.
On 11 September 2025, Leo Lithium announced that no suitable projects which serve the best interest of shareholders had been
identified and therefore the cash received in tranche 2 would be distributed to shareholders, via two dividends, with an expected
timetable of Q4 2025. This announcement has the impact of lifting the valuations of Leo Lithium by approximately 68% from £932,000
to £1,566,000 and on 14 October 2025 the Company received circa. £1,029,000 (AUD 2,521,000) as the first of the two dividends. These
changes are treated as a non-adjusting post balance sheet event and therefore no adjustments to the reported valuation has been
made.
Unquoted warrants:
The Company’s investments in unquoted warrants are valued using the Black Scholes Model and the inputs into the model require
judgements and estimates, which are detailed as follows:
• Volatility and time to maturity: for any warrants with a maturity greater than 1 year, the 90-day volatility is used and for any
securities with a maturity less than 1 year, the 60-day volatility is used. These have been deemed appropriate periods to use,
as often using the time to expiry has captured market or firm events that have artificially inflated the volatility which has in turn
inflated the valuation. If the period used still yields an unreflective level of volatility, then the volatility period used is overridden.
When appropriate to extend the period the time to maturity is used, up to a maximum of 400 days, which is in line with Bloomberg’s
option and warrant valuation model assumptions; and
• Risk free rate: in determining the risk free rate, the swap price discount curve is used for the relevant currencies. The swap curve in
the warrant currency is deemed an appropriate method for approximating the yield curve for the following reasons:
– there is sufficient liquidity and depth of pricing to provide reliable valuations for the Swap curves for the points and currencies
that the Company currently requires;
– using Swaps allows for the same discount rate methodology to be used across the range of maturities of the Warrant portfolio,
whereas using other instruments to construct a yield curve would typically be more limited across different tenors. This is
relevant to the current portfolio as there is a wide range of time-to-maturities; and
– using Swaps allows for the same discount rate methodology to be used across different currencies, which is applicable to the
Company’s current portfolio which contains warrants listed and traded in a range of currencies.
As at 30 June 2025, the fair value of warrants held by the Company was £581,000 (2024: £683,000). If the market value of the warrants
were to fall by 10 per cent., the impact on the net return and the net asset value of the Company would be a reduction of £58,000
(2024: a reduction of £68,000). If the value of the Level 3 warrants were to rise by the same percentage, the effect on the Company’s net
return and net asset value would be equal and opposite.
79
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All other Level 3 securities have been priced at nil, in the absence of any indicators of higher value. There are normal voting rights
attached to all Level 3 equity holdings which are directly proportionate to the percentage holding in the company.
10 Debtors
2025
£’000
2024
£’000
Prepayments and accrued income 72 331
Overseas withholding tax recoverable 252 254
Other debtors 4 34
VAT recoverable 78 26
406 645
11 Creditors: Amounts Falling Due Within One Year
2025
£’000
2024
£’000
Amounts due to brokers – 116
Other creditors 578 420
Corporation tax 122 122
700 658
Included within other creditors is £252,000 (2024: £140,000) due to the Investment Manager in respect of management fees.
Corporation tax liability relates to certain overseas dividend income recognised during the year ended 30 June 2009, which was
treated as exempt for corporation tax following the ruling of the HMRC’s First Tier Tribunal in December 2021. The ruling was reversed
by the Upper Tribunal in January 2024 and consequently the Company has recognised a tax liability of £122,000. An interest charge of
£66,000 has been provided in respect of this tax liability. The actual amount is subject to HMRC confirmation, however, the Company
believes that the interest exposure provided for is a conservative estimate and may not materialise.
12 Bank Loan
2025
£’000
2024
£’000
Bank loan 9,000 17,000
The Company has a secured loan facility with BNP Paribas (“BNP”), on which drawdowns attract an interest rate of Sterling
Overnight Index Average (“SONIA”) plus 1.35%. As at 30 June 2025, £9 million was drawn down at an indicative rate of 5.6% fixed until
12 September 2025 (2024: £17 million was drawn down at an indicative rate of 6.3% fixed until 13 September 2024).
Covenant conditions under the BNP facility are as follows:
●
the borrower shall not permit the net asset value to be less than £45 million;
●
maximum loan to value ratio of 30%; and
●
minimum coverage ratio (total adjusted total assets value over debt) of 1.
The loan facility is rolled over every three months and can be cancelled at any time.
As at the date this Report was approved, £11.5 million was drawn down under this facility at an indicative rate of 5.6% fixed until
12 December 2025.
Notes to the Financial Statements continued
for the year ended 30 June 2025
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13 Share Capital
2025
£’000
2024
£’000
Allotted, called up and fully-paid:
64,157,838 (2024: 66,159,952) ordinary shares of 25p each 16,039 16,540
2,730,671 (2024: 728,557) ordinary shares held in treasury 683 182
66,888,509 (2024: 66,888,509) total ordinary shares of 25p each 16,722 16,722
No shares were issued by the Company during the year (2024: nil).
During the year, the Company bought back 2,002,114 shares to be held in treasury at a cost of £3,636,000 (2024: £1,368,000). Following
the year end, the Company bought back a further 8,800,000 shares into treasury and 20,534,059 shares for cancellation pursuant to
the Tender Offer. Between 29 September and 24 October 2025, the latest practicable date prior to the publication of this Report, the
Company sold 265,000 shares from treasury. As at 24 October 2025 the Company had 46,354,450 shares in issue, including 11,265,671
shares held in treasury.
Capital management policies and procedures
The Company’s capital management objectives are:
●
to ensure that the Company will be able to continue as a going concern; and
●
to maximise the capital return to its equity shareholders through an appropriate balance of equity capital and debt. The Board
normally seeks to limit gearing to 25% of net assets. The maximum gearing during the course of the year was 14% and it was 4.8%
at 30 June 2025.
The capital of the Company is managed in accordance with its investment policy detailed in the Business Review on page 28, and the
details of the Company’s reserves are shown in the Statement of Changes in Equity on page 68.
The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes the nature
and planned level of gearing, which takes account of the Investment Manager’s views on the market, and the extent to which revenue
in excess of that which is required to be distributed should be retained. The Company has no externally imposed capital requirements.
14 Net Asset Value per ordinary share
The net asset value per ordinary share is based on net assets of £136,376,000 (2024: £138,565,000) and on 64,157,838 (2024: 66,159,952)
ordinary shares, being the number of ordinary shares in issue, excluding shares held in treasury, at the year end.
There were no dilutive instruments issued by the Company for the years ended 30 June 2025 and 30 June 2024.
15 Financial Instruments
The Company’s financial instruments comprise its investment portfolio, cash balances, bank facilities and debtors and creditors that
arise directly from its operations. As an investment trust the Company holds a portfolio of financial assets in pursuit of its investment
objective. The Company can make use of flexible borrowings for short-term purposes to achieve improved performance in rising
markets and to seek to enhance the returns to shareholders, when considered appropriate by the Investment Manager. The downside
risk of borrowings may be reduced by raising the level of cash balances held.
Financial assets designated at fair value through profit or loss (see Note 9) are held at fair value. For listed securities trading actively, fair
value is considered to be equivalent to the most available recent bid price. Where listed securities are not trading actively, multiple broker
quotes are referencing to estimate fair value. For unlisted securities, this is determined by the Board using valuation techniques based on
unobservable inputs. The fair value of other receivables, cash, and other payables is represented by their carrying value in the Balance
Sheet shown on page 67. These are short-term financial assets and liabilities whose carrying value approximate fair value.
The main risks that the Company faces arising from its financial instruments are:
(i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused
by factors other than interest rate or currency rate movements;
(ii) interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because of changes in market
interest rates;
81
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15 Financial Instruments continued
(iii) foreign currency risk, being the risk that the value of investment holdings, investment purchases, investment sales and income will
fluctuate because of movements in currency rates;
(iv) credit risk, being 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; and
(v) liquidity risk, being the risk that the bank may demand repayment of a loan or that the Company may not be able to quickly
liquidate its investments.
Financial assets and liabilities
The financial assets and liabilities of the Company are as follows:
2025
£’000
2024
£’000
Financial assets
Investments 143,266 152,627
Cash at bank 2,404 2,952
Accrued income 50 308
Other debtors 356 337
Financial liabilities
Bank loan 9,000 17,000
Amounts due to brokers
– 116
Other creditors 700 543
The bank loan balance was due for renewal on 12 September 2025 (2024: 13 September 2024) and the related interest payable until
renewal was £124,000 (2024: £264,000).
Market price risk
Market price risk arises mainly from uncertainty about future prices of financial instruments held. It represents the potential loss the
Company might suffer through holding market positions in the face of price movements. To mitigate the risk the Board’s investment
strategy is to select investments for their fundamental value. Stock selection is therefore based on disciplined accounting, market and
sector analysis, with the emphasis on long-term investments. An appropriate spread of investments is held in the portfolio in order
to reduce both the statistical risk and the risk arising from factors specific to a country or sector. The Investment Manager actively
monitors market prices throughout the year and reports to the Board, which meets regularly in order to consider investment strategy.
Investment and portfolio performance are discussed in more detail in the Investment Manager’s Review and further information on
the investment portfolio is set out on pages 19 to 21.
If the investment portfolio valuation were to fall by 5% at 30 June 2025 (2024: 5%), the impact on the profit or loss and the net asset
value would be a reduction of £7,163,000 (2024: a reduction of £7,631,000). If the investment portfolio valuation were to rise by 5%
the impact would be equal and opposite. The calculations are based on the portfolio valuation as at the respective balance sheet
dates and are not representative of the year as a whole and may not be reflective of future market conditions. A 5% sensitivity has
been selected as this level of change is considered to be reasonable based on observations of post year end performance of the portfolio
investments.
Interest rate risk
Financial assets
Fixed, floating rate and preference share yields and their prices are determined by market perception as to the appropriate level of yields
given the economic background. Key determinants include economic growth prospects, inflation, the Government’s fiscal position, short-
term interest rates and international market comparisons. The Investment Manager takes all these factors into account when making any
investment decisions as well as considering the financial standing of the potential investee company.
Interest rates on fixed income instruments are fixed at the time of purchase, as the fixed coupon payments are known, as are the final
redemption proceeds. Consequentially, if a fixed income instrument is held until its redemption date, the total return achieved is unaltered
from its purchase date. However, over the life of a fixed income instrument the market price at any given time will depend on the market
environment at that time. Therefore, a fixed income instrument sold before its redemption date is likely to have a different price from its
purchase level and a profit or loss may be incurred.
Notes to the Financial Statements continued
for the year ended 30 June 2025
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15 Financial Instruments continued
Interest rates on floating rate instruments vary throughout the life of the instrument based on movements in the applicable underlying
base rate. Consequentially, the total return achieved on these positions changes throughout the life of position. In addition, over the
life of the financial instrument, the market price of such instruments will depend on the market environment at that time. Therefore, a
floating rate instrument sold before its redemption date is likely to have a different price from its purchase level and a profit or loss may be
incurred.
Interest rates on floating rate instruments vary throughout the life of the instrument based on movements in the applicable underlying
base rate. Consequentially, the total return achieved on these positions changes throughout the life of position. In addition, over the
life of the financial instrument, the market price of such instruments will depend on the market environment at that time. Therefore,
a floating rate instrument sold before its redemption date is likely to have a different price from its purchase level and a profit or loss
may be incurred. Bond yields, and their prices, are determined by market perception as to the appropriate level of yields given the
economic background. Key determinants include economic growth prospects, inflation, the Government’s fiscal position, short-term
interest rates and international market comparisons. The Investment Manager takes all these factors into account when making any
investment decisions as well as considering the financial standing of the potential investee company.
Returns from bonds are fixed at the time of purchase, as the fixed coupon payments are known, as are the final redemption proceeds.
Consequentially, if a bond is held until its redemption date, the total return achieved is unaltered from its purchase date. However,
over the life of a bond the market price at any given time will depend on the market environment at that time. Therefore, a bond sold
before its redemption date is likely to have a different price from its purchase level and a profit or loss may be incurred.
The Company’s exposure to floating interest rates gives rise to cash flow interest rate risk and its exposure to fixed interest rates gives
rise to fair value interest rate risk. Interest rate risk on fixed rate interest instruments is considered to be part of market price risk as
disclosed above.
If the bank base rate were to increase by 1%, the impact on the Company’s net return would be a reduction of £66,000 (2024: a
reduction of £140,000). If the bank base rate were to decrease by 1%, the impact on the profit or loss would be equal and opposite. The
calculations are based on borrowings as at the respective balance sheet dates and are not representative of the year as a whole.
Floating rate
When the Company retains cash balances they are held in floating rate deposit accounts. The benchmark rate which determines the
interest payments received on cash balances is the bank base rate for the relevant currency for each deposit.
Financial liabilities
The Company may utilise drawdowns from the credit facility, which provides borrowings in pound sterling at a variable rate based on
the SONIA rate. The Board sets borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a
regular basis.
Fixed rate
The Company holds fixed interest investments and the interest rate profiles are as follows:
2025
£’000
2025
Weighted
average
interest
rate (%)*
2025
Weighted
average
period for
which the
rate is fixed
(years)
2024
£’000
2024
Weighted
average
interest
rate (%)*
2024
Weighted
average
period for
which the
rate is fixed
(years)
Assets:
Fixed income securities 951 7.6 0.7 929 7.6 1.7
* The “weighted average interest rate” is based on the current yield of each asset, weighted by their market value.
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15 Financial Instruments continued
Foreign currency risk
The Company invests in overseas securities and may hold foreign currency cash balances which give rise to currency risks. The
Company does not hedge its currency exposure and as a result the movement of exchange rates between pound sterling and the
other currencies in which the Company’s investments are denominated may have a material effect, unfavourable or favourable, on the
returns otherwise experienced on the investments made by the Company. Although the Investment Manager may seek to manage all
or part of the Company’s foreign exchange exposure, there is no assurance that this can be performed effectively.
The Company’s foreign currency exposure as at 30 June 2025 and 30 June 2024 were as follows:
30 June 2025
Investments
£’000
Cash
£’000
Net
current
assets
£’000
Total
£’000
Sensitivity
Impact
Sterling
weakens
by 5%
£’000
Sensitivity
Impact
Sterling
strengthens
by 5%
£’000
Canadian Dollar 51,040 4 32 51,076 2,688 (2,432)
Australian Dollar 40,939 55 4 40,998 2,158 (1,952)
US Dollar 25,998 64 80 26,142 1,376 (1,245)
Norwegian Krone 7,680 7 – 7,687 405 (366)
Euro – 6 127 133 7 (6)
125,657 136 243 126,036 6,634 (6,001)
30 June 2024
Investments
£’000
Cash
£’000
Net
current
assets
£’000
Total
£’000
Sensitivity
Impact
Sterling
weakens by
5%
£’000
Sensitivity
Impact
Sterling
strengthens
by 5%
£’000
Canadian Dollar 53,683 205 41 53,929 2,838 (2,568)
US Dollar 36,464 81 7 36,552 1,924 (1,741)
Australian Dollar 34,730 95 147 34,972 1,841 (1,665)
Norwegian Krone 11,175 423 – 11,598 610 (552)
Euro – 8 145 153 8 (7)
Brazilian Real – 26 – 26 1 (1)
136,052 838 340 137,230 7,222 (6,534)
If the value of pound sterling were to strengthen against the foreign currencies the portfolio is exposed to by 5%, the impact on the
Company’s net return and the net asset value would be a reduction of £6,001,000 (2024: a reduction of £6,534,000). If the value of pound
sterling were to weaken by the same amount, the impact on the Company’s net return and the net asset value would have been an
increase of £6,634,000 (2024: an increase of £7,222,000). The calculations are based on the portfolio valuation, cash balances and net
current assets/(liabilities) as at the respective balance sheet dates and are not representative of the year as a whole and may not be
reflective of future market conditions.
A 5% sensitivity has been selected as this level of change is considered to be reasonable based on observations of current market
conditions.
The Investment Manager does not intend to hedge the Company’s foreign currency exposure at the present time.
Notes to the Financial Statements continued
for the year ended 30 June 2025
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15 Financial Instruments continued
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 Investment Manager 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
balance sheet date.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2025
£’000
2024
£’000
Fixed interest investments 951 929
Cash at bank 2,404 2,952
Interest, dividends and other receivables 406 645
3,761 4,526
As at 30 June 2025 and as at 30 June 2024 there were no debtors that were overdue.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is
considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors
the quality of service provided by the brokers used to further mitigate this risk.
The cash held by the Company and all the assets of the Company which are traded on a recognised exchange are held by BNP Paribas,
the Company’s custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities
held by the custodian to be delayed or limited. The Board monitors the Company’s risk by reviewing the custodian’s internal control
reports. Should the credit quality or the financial position of BNP Paribas deteriorate significantly the Investment Manager will move
the cash holdings to another bank.
The latest credit ratings for BNP Paribas are: A+ by Standard & Poor’s, AA- by Fitch and A2 rated by Moody’s.
There were no significant concentrations of credit risk to counterparties as at 30 June 2025 and as at 30 June 2024. The Company’s
largest single holding represented 8.2% of its total investments as at 30 June 2025 (2024: 7.1%).
Liquidity risk
The Company’s liquidity risk is managed on an ongoing basis by the Investment Manager in accordance with policies and procedures
in place as described in the Directors’ Report. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board.
The Company maintains sufficient cash and readily realisable securities to pay accounts payable and accrued expenses.
The contractual maturities of the financial liabilities at each Balance Sheet date, based on the earliest date on which payment can be
required, were as follows:
30 June 2025
Three
months
or less
£’000
More than
three months
but less than
one year
£’000
More than
one year
£’000
Total
£’000
Current liabilities 700 – – 700
Bank loan (including accrued interest) 9,124 – – 9,124
9,824 – – 9,824
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30 June 2024
Three
months
or less
£’000
More than
three months
but less than
one year
£’000
More than
one year
£’000
Total
£’000
Current liabilities 543 – – 543
Bank loan (including accrued interest) 17,264 – – 17,264
17,807 – – 17,807
16 Net Debt Reconciliation
As at
30 June 2024
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 June 2025
£’000
Cash at bank 2,952 (118) (430) 2,404
Bank loan (17,000) – 8,000 (9,000)
(14,048) (118) 7,570 (6,596)
As at
30 June 2023
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 June 2024
£’000
Cash at bank 3,857 14 (919) 2,952
Bank loan (16,000) – (1,000) (17,000)
(12,143) 14 (1,919) (14,048)
17 Significant Interests
Investments as at 30 June 2025
Valuation
£’000
Ownership
%
REA Holdings 9% 31/12/49 4,581 7.2%
True North Copper 893 3.5%
Cosa Resources 330 3.4%
Castile Resources 316 4.1%
Investments as at 30 June 2024
Valuation
£’000
Ownership
%
REA Holdings 9% 31/12/49 4,063 7.2%
Calidus Resources 1,690 3.6%
Newcore Gold 1,031 3.2%
Galena Mining 707 7.1%
Ascendant Resources 550 12.7%
TDG Gold 414 5.0%
GT Resources 295 3.3%
Castile Resources 288 3.1%
Odyssey Gold 263 3.5%
15 Financial Instruments continued
Notes to the Financial Statements continued
for the year ended 30 June 2025
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18 Related Party Transactions and Transactions with the Investment Manager
The following are considered related parties: the Board of Directors (the “Board”) and CQS (UK) LLP (trading as Manulife | CQS
Investment Management) (the “Investment Manager”).
Details of the fee arrangement with the Investment Manager are included in Note 3.
There are no other transactions with the Board other than aggregated remuneration for services as Directors as disclosed in the
Directors’ Remuneration Report on pages 51 to 53, and as set out in the Note 4 to the accounts. The beneficial interests of the Directors
in the ordinary shares of the Company are disclosed on page 53.
The balance due to Directors for fees at the year end was £nil (2024: £nil).
19 Post Balance Sheet Events
Tender Offer
On 1 July 2025, the Company announced that a total of 29,334,059 shares, representing 45.72% of the shares in issue (excluding shares
held in treasury) were validly tendered. Going forward, the Company and shareholders will benefit from the following value-enhancing
initiatives put in place by the Board:
• a reduction of investment management fee with backdated effect from 1 May 2025 to a flat 1 per cent. per annum of the NAV of the
Company (a 20 basis point reduction on the previous highest tier of fee);
• the adoption of an enhanced annual dividend of circa 8 per cent. of NAV via a quarterly dividend policy of 2 per cent. of the
preceding quarter-end NAV per share using capital reserves as necessary; and
• in order to provide shareholders who remain invested in the Company after the Tender Offer with a period of stability, a
postponement of the next continuation vote until the AGM to be held in 2028 and biennial continuation votes thereafter, in
accordance with good governance standards and as approved by shareholders at the General Meeting.
The Company has also entered into a Standstill Agreement with Saba Capital Management, L.P. (“Saba”) until the 2028 AGM, pursuant
to which it has agreed, amongst other things: that Saba shall not, and shall procure that its affiliates shall not, during the Standstill
Period (i) require the Board to convene a general meeting of the Company pursuant to section 303 of the Companies Act; or (ii) exercise
any voting rights available to remove, or publicly propose the removal of, any member of the Board. In addition, following the
completion of the Tender Offer until the expiry or termination of the Standstill Period, Saba shall not, and shall use its best endeavours
to procure that its affiliates shall not, vote against the recommendation of the Board on any other resolutions at any general meeting
or annual general meeting of the Company.
All investments in the Tender Pool have now been realised. On 30 September 2025, the Company announced a Tender Price of
208.33 pence per Tender Exit Share and payment of these proceeds to shareholders who validly elected to participate in the Tender
Offer has now been fully settled. Cavendish purchased, as principal, the 29,334,059 shares validly tendered under the Tender Offer at
the Tender Price. Following completion of those purchases, Cavendish then sold all the Tender Exit Shares back to the Company at the
Tender Price pursuant to the Repurchase Agreement by way of an on-market transaction on the main market for listed securities of the
London Stock Exchange. The Company kept 8,800,000 shares bought back in treasury with the remainder cancelled.
Dividend declaration
The fourth interim dividend of 4.25 pence per share in relation to the year ended 30 June 2025 was announced on 15 July 2025 and
paid on 1 September 2025 to shareholders on the register on 1 August 2025, having an ex-dividend date of 31 July 2025.
There are no other post balance sheet events which would require adjustment of or disclosure in the Financial Statements.
Loan facility
On 11 September 2025, the Board met to consider the reduction of the Company’s loan facility and determined to voluntarily decrease
the facility limit from £25 million to £15 million.
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AIC Association of Investment Companies. The AIC represents a broad range of investment
companies, investment trusts, VCTs and other closed-ended funds.
UK Alternative Investment Fund Managers
Directive (“UK AIFMD”)
Agreed by the European Parliament and the Council of the European Union and
transposed into UK legislation, the AIFMD classifies certain investment vehicles,
including investment companies, as Alternative Investment Funds (“AIF”s) and requires
them to appoint an Alternative Investment Fund Manager (“AIFM”) and depositary
to manage and oversee the operations of the investment vehicle. The Board of the
Company retains responsibility for strategy, operations and compliance and the
Directors retain a fiduciary duty to shareholders.
Alternative Performance Measure (“APM”) A financial measure of historical or future financial performance, financial position,
or cash flows, other than a financial measure defined or specified in the applicable
financial reporting framework.
Dividend Yield (APM) The annual dividend expressed as a percentage of the share price.
Year ended
30 June 2025
Year ended
30 June 2024
Total non-special interim dividends paid and declared
(pence)
8.03 5.60
Closing share price (pence) 199.50 189.00
Dividend yield 4.0% 3.0%
Gearing (APM) Net debt (bank loan net of cash) as a percentage of net asset value.
Gearing amplifies the impact of gains or losses on the net asset value of the Company.
It can be positive for a company’s performance, although it can have negative effects
on performance when underlying assets fall in value. It is the Company’s policy to
determine the adequate level of gearing appropriate to its own risk profile.
The Company may borrow an amount up to 25 per cent. of shareholders’ funds
(measured at the time of drawdown).
Gearing is calculated in accordance with guidance from the AIC as follows:
Year ended
30 June 2025
£’000
Year ended
30 June 2024
£’000
Cash at bank 2,404 2,952
Bank loan (9,000) (17,000)
Net debt (6,596) (14,048)
Net asset value 136,376 138,566
Gearing 4.8% 10.1%
Net Asset Value (“NAV”) The value of total assets less all liabilities of the Company. Liabilities for this purpose
include current and long-term liabilities.
NAV per share (APM) NAV per ordinary share is calculated by dividing total net asset value by the total
number of ordinary shares in issue (excluding shares held in treasury).
NAV per share Capital Return (APM) The movement between opening NAV per share (209.44p) and closing NAV per share
(212.56p), which shows the capital return element (without the impact of dividend
reinvestment) of the Company’s NAV per share during the year.
Glossary of Terms and Definitions
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NAV per share Total Return (APM) The theoretical total return on an investment over a specified period assuming
dividends paid to shareholders are reinvested at net asset value per share at the
time the shares were quoted ex-dividend. This is a way of measuring investment
management performance of investment companies which is not affected by
movements in discounts or premiums. The Directors regard the Company’s net
asset value total return per share as being the overall measure of value delivered to
shareholders over the long term.
Year ended
30 June 2025
Year ended
30 June 2024
5 years ended
30 June 2025
Opening NAV per share (pence) 209.44 204.16 98.64
Closing NAV per share (pence) 212.56 209.44 212.56
Percentage change in NAV per share 1.5% 2.6% 115.5%
Impact of dividend reinvestment 3.2% 4.6% 40.4%
NAV per share total return 4.6% 7.2% 155.8%
Ongoing Charges Ratio (APM) A measure of all operating costs incurred in the reporting period, calculated as a
percentage of average net assets in that year. Operating costs exclude costs suffered
within underlying investee funds, costs of buying and selling investments, interest
costs, taxation and the costs of buying back or issuing ordinary shares.
Year ended
30 June 2025
Year ended
30 June 2024
Total expenses (per Note 3 and 4) (£’000) 3,369 2,640
Less non-recurring expenses – Strategic Review (£’000) (714) –
Ongoing expenses (£’000) 2,655 2,640
Average net assets value (£’000) 131,290 136,919
Ongoing charges ratio 2.0% 1.9%
Share Price Capital Return The movement between opening share price (189.00p) and closing share price
(199.50p), which shows the capital return element (without the impact of dividend
reinvestment) of the Company’s share price during the year.
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Share Price Total Return (APM) The change in capital value of a company’s shares over a given time period, plus
dividends paid to shareholders, expressed as a percentage of the opening value. The
assumption is that dividends paid to shareholders are re-invested in the shares at the
time the shares are quoted ex-dividend. The Directors regard the Company’s share
price total return to be a key indicator of performance. This reflects share price growth
of the Company which the Board recognises is important to investors.
Year ended
30 June 2025
Year ended
30 June 2024
5 years ended
30 June 2025
Opening share price (pence) 189.00 169.50 79.30
Closing share price (pence) 199.50 189.00 199.50
Percentage change in share price 5.6% 11.5% 151.6%
Impact of dividend reinvestment 3.7% 5.6% 55.2%
Share price total return 9.3% 17.1% 206.8%
Share Price Discount or Premium to
NAV per share (APM)
The amount by which the market price per share of an investment trust is lower
or higher than the net asset value per share. The discount or premium is normally
expressed as a percentage of the net asset value per share. If the share price is higher
than the net asset value per share the result is a premium. If the share price is lower
than the net asset value per share, the shares are trading at a discount.
The Board regularly reviews the level of the discount/premium of the Company’s
share price to the net asset value per share and considers ways in which share price
performance may be enhanced, including the effectiveness of share buybacks,
where appropriate.
Year ended
30 June 2025
Year ended
30 June 2024
Closing NAV per share (pence) 212.56 209.44
Closing share price (pence) 199.50 189.00
Share price discount to NAV per share 6.1% 9.8%
TCFD The Financial Stability Board created the Task Force on Climate-related Financial
Disclosures (“TCFD”) to improve and increase reporting of climate-related financial
information.
Treasury shares Shares previously issued by a company that have been bought back from shareholders
to be held by the company for potential re-issuance or cancellation at a later date.
Shares held in treasury do not carry voting rights or rights to dividends.
Glossary of Terms and Definitions continued
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Notice of Annual General Meeting
Notice is hereby given that the 30th Annual General Meeting of
CQS Natural Resources Growth and Income PLC will be held at
One Fleet Place, London EC4M 7RA on Tuesday, 9 December 2025
at 12 noon to consider the following resolutions.
To consider and, if thought fit, pass the following resolutions
which will be proposed as ordinary resolutions:
1. To receive the Directors’ Report and Financial Statements
for the year ended 30 June 2025, together with the Auditor’s
report thereon.
2. To approve the Company’s Dividend Policy as set out on
page 41 of the Company’s Annual Report for the year ended
30 June 2025.
3. To approve the Directors’ Remuneration Report for the year
ended 30 June 2025, other than the part containing the
Directors’ Remuneration Policy.
4. To re-appoint Christopher Casey, who retires annually, as a
Director of the Company.
5. To re-appoint Carole Cable, who retires annually, as a Director
of the Company.
6. To re-appoint Paul Cahill, who retires annually, as a Director
of the Company.
7. To re-appoint Louise Hall, who retires annually, as a Director
of the Company.
8. To re-appoint Seema Paterson, who retires annually, as a
Director of the Company.
9. To re-appoint BDO LLP as Independent Auditor of the
Company to hold office from the conclusion of the Annual
General meeting of the Company until the conclusion of the
next general meeting at which financial statements are laid
before the Company.
10. To authorise the Audit Committee to determine the
remuneration of the Auditor of the Company.
11. That pursuant to Article 80 of the Company’s Articles of
Association, with effect from the financial year commencing
1 July 2025, each of the Directors shall be paid a fee for their
services at such a rate (if any) as the Board shall from time
to time determine provided that Directors’ remuneration
shall not exceed in aggregate £250,000 (excluding amounts
payable under any other provision of the Articles) per annum.
12. That, in substitution for any existing authority, but without
prejudice to the exercise of any such authorisation prior to
the date of this resolution, the Directors of the Company
be and they are hereby generally and unconditionally
authorised, in accordance with Section 551 of the Companies
Act 2006, to allot shares in the Company and to grant rights
to subscribe for or to convert any security into shares in the
Company (together being “relevant securities”), up to an
aggregate nominal amount of £877,219.25 being 10 per cent.
of the total issued shares (excluding shares held in treasury)
as at 24 October 2025, being the latest practicable date prior
to the publication of this Notice or, if changed, the number
representing 10 per cent. of the total issued shares (excluding
shares held in treasury) at the date at which the resolution
is passed, such authorisation to expire at the conclusion of
the annual general meeting of the Company to be held in
2026, unless previously revoked, varied or renewed by the
Company in general meeting, save that the Company may, at
any time prior to the expiry of such authorisation, make an
offer or enter into an agreement which would or might require
relevant securities to be allotted or granted after the expiry
of such authority and the Directors of the Company may allot
or grant relevant securities in pursuance of such an offer or
agreement as if such authorisation had not expired.
To consider and if thought fit, pass the following resolutions
which will be proposed as special resolutions:
13. That, subject to the passing of resolution 12 above, and in
substitution for any existing power but without prejudice
to the exercise of any such power prior to the date of this
resolution, the Directors of the Company be and they are
hereby empowered, in accordance with Sections 570 and
573 of the Companies Act 2006 (the “Act”), to allot equity
securities (as defined in Section 560 of the Act) either
pursuant to the authorisation under Section 551 of the Act
conferred on the Directors of the Company by such resolution
numbered 12, or by way of a sale of treasury shares, in each
case for cash, as if Section 561(1) of the Act did not apply to
any such allotment:
(i) other than pursuant to sub-paragraph (ii) below,
up to an aggregate nominal amount of £877,219.25
(representing approximately 10 per cent. of the issued
share capital of the Company (excluding shares held
in treasury) as at 24 October 2025, being the latest
practicable date prior to the publication of this Notice
or, if changed, the number representing 10 per cent.
of the total issued shares (excluding shares held in
treasury) at the date at which the resolution is passed);
or
(ii) in connection with an offer of equity securities open
for acceptance for a period fixed by the Directors of
the Company to the holders of ordinary shares in the
share capital of the Company on a fixed record date
in proportion (or as nearly as practicable) to their
respective holdings of ordinary shares (but subject to
such exclusions or other arrangements as the Directors
of the Company may consider necessary or expedient
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to deal with any legal problems under or resulting from
the application or apparent application of the laws of
any territory or the requirements of any regulatory body
or any stock exchange in any territory or in connection
with fractional entitlements or otherwise howsoever);
such power to expire at the conclusion of the annual general
meeting of the Company to be held in 2026 unless previously
revoked, varied or renewed by the Company in general
meeting, save that the Company may, at any time prior to
the expiry of such power, make an offer or enter into an
agreement which would or might require equity securities to
be allotted after the expiry of such power and the Directors of
the Company may allot equity securities in pursuance of such
an offer or agreement as if such power had not expired.
14. That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to
the date of this resolution, the Company be and is hereby
authorised in accordance with Section 701 of the Companies
Act 2006 (the “Act”) to make market purchases (within the
meaning of Section 693 of the Act) of ordinary shares of 25p
each in the capital of the Company on such terms and in
such manner as the directors of the Company may from time
to time determine (either for cancellation or for retention
as treasury shares for future re-issue, resale, transfer or
cancellation), provided that:
(i) the maximum number of ordinary shares hereby
authorised to be purchased shall be 14.99 per cent.
of the issued share capital (excluding shares held in
treasury) of the Company as at the date of the passing
of this resolution;
(ii) the minimum price (exclusive of expenses) which may
be paid for an ordinary share is 25p (being the nominal
value of an ordinary share);
(iii) the maximum price (exclusive of expenses) which may
be paid for an ordinary share shall not be more than the
higher of (i) 5 per cent. above the average of the middle
market quotations for an ordinary share on the London
Stock Exchange Daily Official List for the five business
days immediately preceding the date on which any
such purchase is made and (ii) the higher of the last
independent trade and the highest current bid on the
London Stock Exchange;
(iv) the authority hereby conferred shall expire on
31 December 2026 or, if earlier, at the conclusion of the
Annual General Meeting of the Company to be held
in 2026 unless such authority is renewed, varied or
revoked by the Company in general meeting prior to
such time; and
(v) the Company may make a contract to purchase
ordinary shares under the authority hereby conferred
prior to the expiry of such authority which will or may
be executed wholly or partly after the expiration of such
authority and may make a purchase of ordinary shares
pursuant to any such contract.
15. That a general meeting of the Company (other than the annual
general meeting) may be called on not less than 14 clear
days’ notice, provided that this authority shall expire at the
conclusion of the next annual general meeting of the Company.
Frostrow Capital LLP
Company Secretary
25 Southampton Buildings,
London WC2A 1AL
27 October 2025
Notice of Annual General Meeting continued
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Notes
1. Information about this meeting is available from the
Investment Manager’s website.
2. A member entitled to attend and vote at the AGM is entitled
to appoint one or more proxies to attend, speak and vote in
their stead. Where more than one proxy is appointed, each
proxy must be appointed to exercise the rights attached to
a different share or shares. A proxy need not be a member of
the Company. It is recommended that shareholders exercise
their votes by means of registering them with the Company’s
registrar ahead of the meeting, by completing paper proxy
forms, and appointing the Chair of the meeting as their proxy.
3. A form of proxy is enclosed for use at the above meeting.
Completion and return of the form of proxy will not prevent
a member from attending the meeting and voting in person.
To be effective, the form of proxy, duly executed, must be
lodged at the address shown on the form of proxy not later
than 12 noon on 5 December 2025, 48 hours (excluding non-
working days) before the time of the meeting.
4. The right to vote at the meeting is determined by reference
to the Company’s register of members as at 6.30 pm on
5 December 2025. Changes to entries on the register after
that time shall be disregarded in determining the rights of any
member to attend and vote at the meeting.
5. As at 24 October 2025, the latest practicable date prior to the
publication of this Notice, the Company’s issued share capital
comprised 46,354,450 ordinary shares of 25 pence each,
including 11,265,671 shares held in treasury. Each ordinary
share carries the right to one vote at a general meeting of the
Company, and therefore, the total number of voting rights in
the Company as at 24 October 2025 was 35,088,779.
6. Shareholders have the right to put questions at the meeting
relating to the business being dealt with at the meeting.
7. Any person to whom this notice is sent who is a person
nominated under Section 146 of the Companies Act 2006 to
enjoy information rights (a “Nominated Person”) may, under
an agreement between them and the member by whom
they were nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the meeting. If
a Nominated Person has no such proxy appointment right
or does not wish to exercise it, they may, under any such
agreement, have a right to give instructions to the member as
to the exercise of voting rights.
8. The statement of the rights of members in relation to the
appointment of proxies in notes 2 and 3 above does not
apply to Nominated Persons. The rights described in these
paragraphs can only be exercised by members of the Company.
9. CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) thereof
by utilising the procedures described in the CREST Manual
which can be viewed at www.euroclear.com. CREST personal
members or other CREST sponsored members, and those
CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
10. In order for a proxy appointment made by means of CREST
to be valid, the appropriate CREST message (a “CREST
Proxy Instruction”) must be properly authenticated in
accordance with Euroclear UK & International Limited (“EUI”)
specifications and must contain the information required
for such instructions, as described in the CREST Manual.
The message must be transmitted so as to be received by
the issuer’s agent (ID RA19) by the latest time for the receipt
of proxy appointments specified in note 3 above. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by
the CREST Applications Host) from which the issuer’s agent
is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST.
11. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that EUI
does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed
a voting service provider(s), to procure that their CREST
sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
12. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
13. Institutional investors may be able to appoint a proxy
electronically via the Proxymity platform, a process which
has been agreed by the Company and approved by the
Registrar. Further information regarding Proxymity can be
found on www.proxymity.io. Proxies must be lodged by
12 noon on Friday, 5 December 2025 in order to be considered
valid. Before appointing a proxy via this process investors will
need to have agreed to Proxymity’s associated terms and
conditions. It is important to read these carefully as investors
will be bound by them and they will govern the electronic
appointment of proxies.
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14. No Director has a service contract with the Company. Copies
of Directors’ letters of appointment will be available for
inspection for at least 15 minutes prior to the meeting and
during the meeting.
15. Under Section 338 of the Companies Act 2006, members may
require the Company to give to members of the Company
entitled to receive this notice of meeting, notice of a resolution
which may properly be moved and is intended to be moved
at the meeting. Under Section 338A of that Act, members
may request the Company to include in the business to be
dealt with at the meeting any matter (other than a proposed
resolution) which may properly be included in the business.
16. It is possible that, pursuant to requests made by members
of the Company under Section 527 of the Companies Act
2006, the Company may be required to publish on a website
a statement setting out any matter relating to: (i) the audit of
the Company’s accounts (including the auditor’s report and
the conduct of the audit) that are to be laid before the meeting
or (ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous meeting at
which annual accounts and reports were laid in accordance
with Section 437 of the Companies Act 2006. The Company
may not require the members requesting any such website
publication to pay its expenses in complying with Sections
527 or 528 of the Companies Act 2006. Where the Company is
required to place a statement on a website under Section 527
of the Companies Act 2006, it must forward the statement to
the Company’s auditor not later than the time when it makes
the statement available on the website. The business which
may be dealt with at the meeting includes any statement that
the Company has been required under Section 527 of the
Companies Act 2006 to publish on a website.
17. In accordance with Section 311A of the Companies Act 2006,
the contents of this notice of meeting, details of the total
number of shares in respect of which members are entitled
to exercise voting rights at the AGM and, if applicable, any
members’ statements, members’ resolutions or members’
matters of business received by the Company after the date of
this notice will be available on the Company’s website.
18. You may not use any electronic address provided either in
this Notice of Meeting or any related documents (including
the Form of Proxy) to communicate with the Company for any
purposes other than those expressly stated.
Explanation of the Resolutions
The following information is an explanation of the business
to be considered at the Annual General Meeting to be held
on 9 December 2025 at 12 noon at One Fleet Place, London
EC4M 7RA.
Annual Report (Resolution 1) (ordinary resolution)
The directors are required to lay before the Annual General
Meeting the Annual Report, including the Directors’ Report
and the Independent Auditor’s Report on the audited Financial
Statements for the year ended 30 June 2025. Shareholders are
asked to receive the Annual Report.
Dividend Policy (Resolution 2) (ordinary resolution)
Resolution 2 relates to the approval of the Company’s dividend
policy which is as follows: Subject to market conditions and the
Company’s performance, financial position and financial outlook,
it is the Directors’ intention to pay an enhanced annual dividend
of circa 8 per cent. of NAV via a quarterly dividend policy of 2 per
cent. of the preceding quarter-end NAV per share using capital
reserves as necessary.
Directors’ Remuneration Report (Resolution 3) (ordinary
resolution)
Listed companies are required to put their Report on Directors’
Remuneration to an advisory shareholder vote each year and
their Remuneration Policy to a binding shareholder vote at least
every three years. The Report on Directors’ Remuneration is
set out in full in the Annual Report on pages 51 to 53 and the
Directors’ Remuneration Policy is set out in full in the Annual
Report on page 54. The Remuneration Policy was approved by
shareholders at the Annual General Meeting in 2024 and the
Policy is expected to remain in effect until the Annual General
Meeting in 2027 when the Company will next be required to
submit the Directors’ Remuneration Policy to its shareholders.
Directors (Resolutions 4 to 8) (ordinary resolutions)
In accordance with the AIC Corporate Governance Code,
all directors stand for re-appointment annually. Directors
appointed since the last Annual General Meeting also stand for
appointment.
The Directors have reviewed the performance and commitment
of the directors standing for re-appointment and consider that
each of them should continue to serve on the Board as they
bring wide, current and relevant business experience that allows
them to contribute effectively to the leadership of the Company.
Biographies of each of the current Directors can be found on
page 40.
Auditor (Resolutions 9 and 10) (ordinary resolutions)
There is a requirement to appoint an auditor at each general
meeting at which accounts are laid before the Company, with
the expectation that the auditor will then hold office until the
next such meeting. In accordance with Sections 489 and 492 of
the Companies Act 2006 (the “Act”), shareholders are required
to approve the appointment of the Company’s auditor each year
and to determine or authorise the Audit Committee to determine
the auditor’s remuneration. Following the implementation of
the Competition and Markets Authority Order on Statutory Audit
Services, only the Audit Committee may negotiate and agree the
Notice of Annual General Meeting continued
Strategic Report Corporate Governance
95Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Financial Statements
General Information and
Annual General Meeting
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terms of the auditor’s service agreement. Resolution 9 covers the
re-appointment of BDO LLP who were first appointed as auditor
in 2017, and Resolution 10 authorises the Audit Committee to
determine their remuneration (details of which are set out in Note
4 on page 74 of the Annual Report).
Increase to aggregate limit of Directors’ remuneration
(Resolution 11) (ordinary resolution)
The Board is seeking approval to increase the Directors’ total
annual fee cap from £200,000 to £250,000. While Directors’
fees do not currently exceed the current cap, this will provide
headroom for the future and facilitate the Board’s succession
planning.
Authority to Allot Shares (Resolution 12) (ordinary resolution)
Resolution 12 will give the Company the authority to allot
ordinary share capital up to an aggregate nominal amount of
10% of the Company’s existing issued ordinary share capital
(excluding shares held in treasury) as at the date of the Annual
General Meeting (equivalent to such number of ordinary shares
with an aggregate nominal value of £877,219.25 if there is no
change in the issued ordinary share capital between now and the
date of the Annual General Meeting). Such authority will expire on
the date of the next annual general meeting or after a period of 15
months from the date of the passing of the resolution, whichever
is earlier. This means that the authority will have to be renewed at
the next annual general meeting.
Disapplication of Pre-emption Rights (Resolution 13) (special
resolution)
When shares are to be allotted for cash, Section 561 of the Act
provides that existing shareholders have pre-emption rights and
that the new shares must be offered first to such shareholders
in proportion to their existing holding of shares. However,
shareholders can, by special resolution, authorise the directors
to allot shares otherwise than by a pro rata issue to existing
shareholders.
Resolution 13 will, if passed, give the directors power to allot for
cash equity securities representing up to 10% of the Company’s
existing issued ordinary share capital (excluding shares held in
treasury) as at the date of the Annual General Meeting (equivalent
to such number of ordinary shares with an aggregate nominal
value of £877,219.25 if there is no change in the issued ordinary
share capital between now and the date of the Annual General
Meeting), as if Section 561 of the Act does not apply. This
authority will also expire on the date of the next annual general
meeting or after a period of 15 months, whichever is earlier. This
authority will not be used in connection with a rights issue by the
Company.
Under Section 724 of the Act the Company is permitted to buy
back and hold shares in treasury and then sell them at a later
date for cash, rather than cancelling them. It is a requirement
of Section 561 of the Act that such sale be on a pre-emptive,
pro rata, basis to existing shareholders unless shareholders
agree by special resolution to disapply such pre-emption rights.
Accordingly, in addition to giving the directors power to allot
ordinary share capital on a non pre-emptive basis (subject to the
same combined 10% cap), Resolution 13, if passed, will also give
the directors authority to sell shares held in treasury on a non
pre-emptive basis (subject to the same combined 10% cap). The
benefit of the ability to hold treasury shares is that such shares
may be resold. This should give the Company greater flexibility in
managing its share capital and improve liquidity in its shares. It
is the intention of the Board that sales from treasury would only
take place when the Board believes that to do so would assist in
the provision of liquidity to the market.
As at 24 October 2025 (being the latest practicable date prior
to the publication of this Notice), the Company held 11,265,671
ordinary shares of 25p each in treasury, representing 32.1% of
the total ordinary shares in issue (excluding treasury shares).
The Directors intend to use the authority given by Resolutions
12 and 13 to allot shares and disapply pre-emption rights
only in circumstances where this will be clearly beneficial to
shareholders as a whole. The issue proceeds would be available
for investment in line with the Company’s investment policy.
No issue of shares will be made which would effectively alter
the control of the Company without the prior approval of
shareholders in general meeting. Any such issue of shares or re-
sale of treasury shares will take place only at, or at a premium to,
the prevailing net asset value per share.
Share Buyback Facility (Resolution 14) (special resolution)
The Company’s Articles of Association permit the Company to
purchase its own shares and to fund such purchases from its
accumulated realised capital reserves. The Directors believe
that buying back the Company’s own shares in the market,
at appropriate times and prices, is in the best interests of
shareholders generally. Therefore, the Board considers that
the Company should continue to have authority to buy back
its own ordinary shares. Shares bought back may be cancelled
immediately upon completion of the purchase or held, sold,
transferred or otherwise dealt with as treasury shares (see above).
Share buybacks are used as a means of helping to balance the
supply and demand for the Company’s shares in the market.
In respect of the ordinary shares, buybacks seek to reduce the
volatility of the discount to the underlying net asset value per
share at which the ordinary shares trade. Ordinary shares are
bought back only when the immediate outcome is an increase
in the net asset value per share attributable to the remaining
ordinary shares.
Resolution 14 authorises the Company to make market purchases
(for cancellation or to be held, sold, transferred or otherwise
dealt with as treasury shares) of up to 14.99% of the issued
ordinary share capital (excluding shares held in treasury) as at the
date of the Annual General Meeting. Under the Listing Rules of
the Financial Conduct Authority, this is the maximum percentage
of its equity share capital that a company may purchase through
the market pursuant to such authority. The Company will make
purchases within guidelines set from time to time by the Board,
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and if or when market conditions are suitable, with the aim
of maximising the benefit to the remaining shareholders. The
Directors will not use this authority unless to do so would result
in an increase in the net asset value per ordinary share. Ordinary
shares will not be bought back at a price that is less than their
nominal value or more than the higher of: (i) 5 per cent. above
the average middle market price of the ordinary shares over the
preceding five business days; and (ii) the higher of the price of
the last independent trade and the highest current independent
bid for an ordinary share on the trading venue where the market
purchases will be carried out. The Directors intend to seek a
fresh authority at the annual general meeting in 2026. There are
no warrants or options to subscribe for ordinary shares that are
outstanding as at 24 October 2025 (the latest practicable date
prior to publication of this Notice).
Notice of General Meetings (Resolution 15) (special
resolution)
The notice period for general meetings of the Company is 21 clear
days unless shareholders approve a shorter notice period,
which cannot be less than 14 clear days. Resolution 15 seeks
this authority from shareholders. The Company will only use
the shorter notice period where it is merited by the purpose of
the meeting. Annual general meetings will continue to require
21 clear days’ notice.
In order to call a general meeting on less than 21 clear days’
notice the Company must make a means of electronic voting
available to all shareholders for that meeting.
Recommendation
The Board considers that the resolutions relating to the above
items are in the best interests of shareholders as a whole.
Accordingly, the Board unanimously recommends to the
shareholders that they vote in favour of the above resolutions to
be proposed at the forthcoming Annual General Meeting as the
Directors intend to do in respect of their own beneficial holdings
totalling 43,909 shares.
The results of the proxy votes will be published following the
conclusion of the AGM by way of a stock exchange announcement
and on the Company’s website. Details of how shareholders who
hold their shares on retail platforms can vote is set out on the
AIC’s website: https://www.theaic.co.uk/how-to-vote-your-shares
Notice of Annual General Meeting continued
Strategic Report Corporate Governance
97Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Financial Statements
General Information and
Annual General Meeting
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CQS Natural Resources Growth and Income PLC
For the year ended 30 June 2025
Risk management systems
The Company’s Annual Report and Pre-investment Disclosure
Document sets out the risks to which the Company is exposed. The
UK Investment Manager (CQS (UK) LLP) employs risk management
disciplines which monitor the Company’s portfolio and quantify
and manage the associated market and other risks. A permanent
independent department has been established by the UK
Investment Manager to perform the risk management function.
The Risk Management and Performance Analysis team (“RMPA”) is
led by the Chief Risk Officer and is functionally and hierarchically
separate from the operating units of the portfolio managers of the
Company.
RMPA is a dedicated control function over the operating units of
the Investment Manager and is not involved in the performance
activities of the Company. RMPA has designed, documented and
implemented effective risk management policies, processes
and procedures in order to identify, quantify, analyse, monitor,
report on and manage all material risks relevant to the Company’s
investment strategy. The systems include third party vendor
applications such as Tradar, Sungard Front Arena and MSCI Risk
Metrics, complemented with a number of proprietary applications.
Leverage
For the purposes of the AIFM Directive, leverage is any method
which increases the Company’s exposure, including the
borrowing of cash and the use of derivatives. It is expressed
as a percentage of the Company’s exposure to its net asset
value and is calculated on a gross and commitment method.
Under the gross method, exposure represents the sum of the
Company’s positions after deduction of cash balances, without
taking account of any hedging or netting arrangements. Under
the commitment method, exposure is calculated without the
deduction of cash balances and after certain hedging and netting
positions are offset against each other. The leverage limits are
set by the AIFM and approved by the Board. The AIFM is also
required to comply with the gearing parameters set by the Board
in relation to borrowings. The Company’s maximum limits and
actual leverage levels are shown below:
Leverage
exposure
Gross
method
Commitment
method
Maximum limit (AIFM) 200% 200%
Maximum limit (Board) 200% 200%
Actual as at 30 June 2025 107% 107%
Material changes to information required to be made
available to investors of the Company
No material changes since 31 December 2024.
Assets of the Company subject to special arrangements
arising from their illiquid nature
There are no assets of the Company which are subject to special
arrangements arising from their illiquid nature.
Remuneration
The AIFM has adopted a remuneration policy which meets the
requirements of the Directive and has been in place for the
current financial year of the Company. The variable remuneration
period of the AIFM ended on 31 December 2024.
The AIFM’s remuneration process is overseen by the AIFM’s
remuneration committee (comprised predominately of
independent non-executive parties). An internal working group
encompassing senior management is responsible for gathering
relevant information (both quantitative and qualitative) to
evaluate the performance (both short- and long-term) of
individuals, teams and the AIFM as a whole, against external
market benchmarks and to utilise this to develop proposals for
fixed and variable remuneration for all staff. The remuneration
committee receives these proposals and the supporting
information and is responsible for independently reviewing
and scrutinising the proposals and evidence provided in line
with the AIFM’s stated objectives and developing its final
recommendations for delivery to the governing body of the AIFM
and other entities associated with the AIFM.
The variable remuneration of all staff in excess of a threshold,
which includes those individuals categorised as remuneration
code staff (“code staff”), is subject to the following:
●
deferred payment of up to 50% of the variable remuneration
for a period of 3 years;
●
deferred remuneration is linked to funds managed by
the AIFM;
●
the breaching of certain covenants may lead to forfeiture of
deferred remuneration; and
●
a claw-back provision of deferred remuneration in certain
circumstances including future performance issues by the
individuals.
Report of the UK Investment Adviser Relating to Matters
under the Alternative Investment Fund Managers’ Directive
(Unaudited)
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The below information provides the total remuneration paid by
the AIFM (and any delegates) for the year ended 31 December
2024. This has been presented in line with the information
available to the Company.
There is no allocation made by the AIFM to each AIF and as such
the disclosure reflects the remuneration paid to individuals
who are partly or fully involved in the AIF, as well as staff of any
delegate to which the firm has delegated portfolio management
and/or risk management responsibilities in relation to the AIF.
Of the total AIFM remuneration paid of $45m for the year ended
31 December 2024 to 137 individuals (full time equivalent),
$20.2m has been paid as fixed remuneration determined with the
remainder being paid as variable remuneration.
The AIFM has assessed the members of staff whom it determines
to be code staff in accordance with the requirements of SYSC 19.B
of the FCA Handbook (the AIFM Remuneration Code). There are
9.2 individuals (full time equivalent) who meet this definition and
these individuals have collectively been compensated $18.5m.
Not all individuals are directly remunerated by the AIFM due to the
structure of the AIFM entity, however in the interests of meeting
the underlying requirement of this disclosure all staff involved have
been assessed as if directly remunerated by the AIFM.
Report of the UK Investment Adviser Relating to Matters
under the Alternative Investment Fund Managers’ Directive
(Unaudited) continued
Strategic Report Corporate Governance
99Annual Report for the year ended 30 June 2025 | CQS NATURAL RESOURCES GROWTH AND INCOME PLC
Financial Statements
General Information and
Annual General Meeting
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Customer: CQS Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Corporate Information
Registered Number
02978531
The Company is an investment company in England and Wales as
defined under Section 833 of the Companies Act 2006.
Registered Office
25 Southampton Buildings
London
WC2A 1AL
Directors
Christopher Casey (Chairman)
Carole Cable (Chair, Management Engagement Committee)
Paul Cahill (Chair, Nomination Committee)
Louise Hall (appointed 1 August 2024)
Seema Paterson (appointed 1 August 2024) (Chair, Audit
Committee)
AIFM and Investment Manager
CQS (UK) LLP (trading as Manulife | CQS Investment Management)
4th Floor
One Strand
London
WC2N 5HR
Telephone: + 44 (0)207 201 6900
Email: contactNCIM@cqsm.com
Company Secretary and Administrator
Frostrow Capital LLP
25 Southampton Buildings
London
WC2A 1AL
Telephone: +44 (0)203 008 4910
Email: cosec@frostrow.com
Financial Adviser and Corporate Broker
Cavendish Capital Markets Limited
1 Bartholomew Close
London
EC1A 7BL
Bankers, Custodian and Depositary
BNP Paribas S.A.
10 Harewood Avenue
London
NW1 6AA
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Tax Advisor
KPMG LLP
20 Castle Street
Edinburgh
EH1 2EG
Registrar
Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Registered shareholders can obtain further details of their
holdings on the internet by visiting www.shareview.co.uk.
Shareholder helpline: +44 (0) 371 384 2410. Please use the country
code when calling from outside the UK. Calls from outside the UK
will be charged at international rates. Other telephone provider
costs may vary. Lines are open 8.30am to 5.30pm, Monday
to Friday (excluding public holidays in England and Wales).
Notifications of changes of address and enquiries regarding share
certificates or dividend cheques should be made in writing to the
Registrars quoting your shareholder reference number.
Solicitors
Dentons UK and Middle East LLP
One Fleet Place
London
EC4M 7WS
Shareholder Information
Net Asset Value/Share Price
The net asset value of the Company’s ordinary shares may
be obtained by contacting CQS on 0207 201 6900 or by email
at clientservice@cqsm.com or alternatively by visiting the
Company’s website at www.ncim.co.uk/cqs-natural-resources-
growth-and-income-plc/
Website
General information about the Company, monthly factsheets and
data, reports and details of general meetings can be found at
www.ncim.co.uk/cqs-natural-resources-growth-and-income-plc/
Disability Act
For deaf and speech impaired customers, calls are welcomed to
the Company’s Registrar, Equiniti Limited, via Relay UK. Please
see www.relayuk.bt.com for more information.
The Company is a member of the Association of Investment
Companies.
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Unsolicited approaches for shares:
Many companies have become aware that their shareholders
have received unsolicited phone calls or correspondence
concerning investment matters. These are typically from
overseas based ‘brokers’ who target UK shareholders offering
to sell them what often turn out to be worthless or high-risk
shares in US or UK investments. They can be very persistent and
extremely persuasive. Shareholders are therefore advised to
be very wary of any unsolicited advice, offers to buy shares at a
discount or offers of free company reports. Please note that it is
very unlikely that either the Company or the Company’s Registrar,
Equiniti Limited, would make unsolicited telephone calls to
shareholders and that any such calls would relate only to official
documentation already circulated to shareholders and never in
respect of investment ‘advice’. Shareholders who suspect they
may have been approached by fraudsters should advise the
Financial Conduct Authority (“FCA”) using the share fraud report
form at www.fca.org.uk/scams or call the FCA Customer Helpline
on 0800 111 6768. You may also wish to call either the Company
Secretary or the Registrar whose contact details can be found on
page 99.
Corporate Information continued
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CQS Natural Resouces Growth and Income PLC Annual Report for the year ended 30 June 2025