MANCHESTER AND LONDON
INVESTMENT TRUST PLC
Annual Report & Financial Statements for the year ended 31 July 2025
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
B
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
1
CONTENTS
Strategic Report
Financial summary 3
Chairman’s statement 4
Manager’s review 9
Equity exposures and portfolio sector analysis 15
Principal portfolio equity holdings 17
Investment record of the last ten years 20
Business model 21
Directors 32
Directors’ Report 33
Disclosures required by FCA Listing Rule 6.6.1 36
Statement of Corporate Governance 37
Report from the Audit Committee 47
Directors’ Remuneration Report 50
Remuneration Policy 54
Statement of Directors’ Responsibilities in Relation
to the Annual Report and Financial Statements 55
Independent Auditor’s Report to the Members 58
Financial Statements
Statement of Comprehensive Income 70
Statement of Changes in Equity 71
Statement of Financial Position 72
Statement of Cash Flows 73
Notes Forming Part of the Financial Statements 74
Glossary 91
Notice of AGM 94
Shareholder Information 111
Corporate Information 112
Manchester and London Investment Trust plc
2
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Manchester and London Investment Trust plc
3
Annual Report & Financial Statements 2025
Financial summary
Total Return
Year to
31 July
2025
Year to
31 July
2024
Percentage
(decrease)/
increase
Total return (£’000) 101,359 121,160 (16.3%)
Return per Share 255.75p 301.45p (15.2%)
Total revenue return per Share (1.54p) 1.42p (208.5%)
Dividend per Share 28.00p 21.00p 33.3%
Capital
As at
31 July
2025
As at
31 July
2024
Percentage
increase
Net assets attributable to equity Shareholders
(i)
(£’000) 413,128 334,099 23.7%
Net asset value (“NAV”) per Share* 1,077.29p 831.24p 29.6%
NAV per Share total return
(ii)†
33.6% 55.4%
Share price 930.00p 704.00p 32.1%
Share price (discount)/premium to NAV
†
(13.7%) (15.3%)
* Key performance indicator see page 27.
(i)
NAV as at 31 July 2025 is calculated after accounting for £14,038,000 in respect of share buybacks during the
year (2024: £nil).
(ii)
Total return including dividends reinvested, as sourced from Bloomberg.
Ongoing Charges
Year to
31 July
2025
Year to
31 July
2024
Ongoing charges as a percentage of average net assets*
†
0.86% 0.47%
* Based on total expenses, excluding finance costs and certain non-recurring items for the year and average
monthly NAV.
†
Alternative performance measure. Details provided in the Glossary on pages 91 to 93.
STRATEGIC REPORT
Manchester and London Investment Trust plc
4
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Chairman’s statement
Introduction & Performance
Another year that broke through previous all-time highs and set new peaks. The performance for
this financial year resulted in a NAV per Share total return of 33.6%. The Era of Ai continues, with
haste. The conviction of the Manager and Board remains strong that the growth drivers of Ai have
many years to run. The year in financial market terms can be summarised as a story of worries
concerning inflation, slowing economies, geo-political tensions and tariffs, but yet the continuing
dominance of mega capitalisation equities. An annual return that exceeds 30% is an exceptional
year, but may I remind you that the annualised (total) return (dividends reinvested) in GBP for the
Management Team since inception (September 2015) is over 17% per annum to the year end.
“ Men who can both be right and sit tight are uncommon.”
– Jesse Livermore, Reminiscences of a Stock Operator (1923).
Capital Returns, Buy Backs, Discounts, PDMRs & Dividends
At the year end, the Shares traded at a 13.7% discount to their NAV per Share, compared to a
discount of 15.3% in 2024. This was despite the Company buying 1,844,039 shares into Treasury
during the year. The Manager subjectively believes that buying back shares to close discounts is
akin to “Canute commanding the tide” and that the discount will only close when 10-year Treasury
yields are clearly on a downward path AND growth shares are back in vogue. We note that the
other Investment Trust Companies that focus on investing in Technology are on similar, free float
adjusted discounts.
In addition to the above mentioned Treasury Share Buy Backs, the Directors and the Managers
bought a net total of 575,417 shares (at a cost of £4.0m) during the financial year. It is becoming
apparent to most, that the UK listed fund market has an excess of supply over demand, and
counter-logically, that any remaining demand is not flowing to the best performing funds. When
events occur that go against market logic, then the culprit is normally bureaucracy and regulation.
Polar Capital Technology Trust has a ten-year annualised total return of greater than 22%, yet has
traded at close to a double-digit discount for most of 2024 and 2025 whilst also buying back its own
shares regularly. Could this paradoxical situation be because the UK wealth industry’s regulation is
overly averse to volatile asset classes even though they have performed successfully? We are not
alone in raising these questions. In her Mansion House speech (15 July 2025), Rachel Reeves strongly
criticised post-financial crisis regulation for stifling business innovation. She warned that excessive
regulation continues to “act as a boot on the neck of businesses, choking off the enterprise and
innovation that is the lifeblood of growth.”
The Board notes that the aggregate proportion of the Company’s voting power held by the public
(as that term is used in section 446 of the Corporation Tax Act 2010) is now close to the minimum
35% threshold. If the Company were to fall below this threshold, or otherwise fail to satisfy the HMRC
investment trust regime (including the conditions in CTA 2010 s.1158), it would risk loss of its investment
trust status, including loss of the exemption from UK corporation tax on chargeable gains and other
adverse tax consequences, which could be detrimental to net asset value and shareholder returns.
To ensure continued compliance with applicable UK tax, listing and company law requirements,
including, without limitation, CTA 2010 s.446, the FCA Listing Rules, the HMRC investment trust regime
and the Companies Act 2006, the Board has resolved that, with immediate effect:
• the Company will pause all further on-market share buybacks; and
• no further market purchases of the Company’s ordinary shares will be made by the Directors,
PDMRs or by M&M Investment Company Limited and its associates (as defined in CTA 2010)
until further notice.
Manchester and London Investment Trust plc
5
Annual Report & Financial Statements 2025
The Board and the Company’s Manager are reviewing structural options that could, in due course,
permit a resumption of buybacks while remaining compliant with the above frameworks. However,
given the complexity of potential solutions (including interaction with the public ownership
condition under CTA 2010 s.446, Listing Rules equal-treatment requirements, HMRC investment trust
conditions and other legal constraints), the Board does not expect a near-term resolution. The
Company will update shareholders in due course.
With these results, we have announced an ordinary Final dividend of 7.0 pence per Ordinary Share
and a special Final dividend of 7.0 pence per Ordinary Share. This is the same level as the prior year
for the ordinary (31 July 2024: 7.0 pence per Ordinary Share) but the special was declared before
the year end, in April 2024 and paid on 1 August 2024.
Benchmark
Keen observers will have noted we have altered the illustration of our sector weightings in the
Fund in our Factsheets and Annual Report from being shown relative to a benchmark to being
shown purely on an absolute basis. We have also ceased to use the MSCI UK IMI Index (GBP) as our
Benchmark. Both measures save money. We will notify Shareholders via our Factsheet if we initiate
use of a new Benchmark.
Board and Composition
We are committed to attracting the best talent that can lead and challenge the direction of the
Company. The Manager and the Board invite any interested parties who believe they can add to
the diversity of the Board and have some knowledge of Technology investment or operations to
indicate their interest in becoming a non-executive director of the Company by emailing them at
ir@mlcapman.com.
It was with great regret that we were informed of the death of Peter Stanley in February this
year. Peter was appointed to the Board in 1997, and served as Chairman for over 18 years from
November 2000 to 2019 when he stepped down from the Board. Such long service is rarely found in
today’s corporate governance environment, but was highly appreciated, by the Company, and
he will be greatly missed by all and, especially, Mark Sheppard.
Annual General Meeting
Our fifty-third Annual General Meeting (“AGM”) will be held virtually on 5 November 2025 at
12.00 noon.
We are aware that some shareholders prefer physical AGMs and, although they are materially more
expensive, we do see some benefits in undertaking a physical/virtual hybrid every three or five years
or so. We did consider having a physical AGM this year but, considering the outflows from the Fund
via Treasury Share Buy Backs, such a time consuming exercise does not seem valid whilst interest
rates remain high. If appropriate at the time, and the supply of shares sold to Treasury Share Buy
Backs slows and interest rates come down materially, we will consider holding a physical AGM in
2026. It is our findings that getting stuff done or events organised in modern day Britain is increasingly
frustrating, as Keir Starmer recently quipped, we have become too “comfortable with failure”.
The notice of AGM for 2025 will be provided to shareholders within this Annual Report and will also
be available on the Company’s website. Detailed explanations on the formal business and the
resolutions to be proposed at the AGM are contained within the Shareholder Information section
of the Annual Report and Accounts as well as the Notice of AGM.
Manchester and London Investment Trust plc
6
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Environmental, Social and Governance Matters (ESG)
We continue to keep abreast of ESG developments and the Board assumes a supervisory role in this
regard. The Manager is responsible for considering ESG factors in the investment process.
We are pleased to report that the management teams of our largest investments take their ESG
obligations very seriously.
In FY25, 100% of Nvidia’s global electricity consumption was powered by or matched with
renewable energy, a remarkable milestone.
Microsoft has committed to become carbon negative, water positive and zero waste by 2030 and
has a target to halve its Scope 3 emissions from 2020 to 2030. Last year Microsoft contracted more
carbon removal than all previous years combined.
The sources for these commitments can be found at:
https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-
Year-2025.pdf
https://cdn-dynmedia-1.microsoft.com/is/content/microsoftcorp/microsoft/msc/documents/
presentations/CSR/2025-Microsoft-Environmental-Sustainability-Report.pdf
We welcome these initiatives.
The portfolio does not contain any stocks in the following sectors:
1. Energy and Fossil Fuels: The energy sector, particularly companies involved in fossil fuel
extraction and production, has been criticized for its environmental impact due to greenhouse
gas emissions, oil spills, and other pollution-related issues.
2. Mining and Metals: A body of ESG consultants have suggested that the mining sector has
significant environmental impacts due to resource extraction, habitat disruption, and waste
generation. Concerns also arise regarding labour practices and community displacement in
some cases.
3. Tobacco: The tobacco industry is often seen as having negative social impacts due to health
risks associated with smoking, marketing practices targeting vulnerable populations, and legal
controversies.
4. Heavy Manufacturing: Industries such as heavy manufacturing and heavy chemicals
might have higher environmental impacts due to emissions, waste production, and energy
consumption.
5. Utilities: While the utilities sector is essential for providing energy, the environmental impact of
some energy generation methods (such as coal) and concerns about emissions can impact
the sector’s ESG performance.
6. Agriculture: Certain agricultural practices, such as large-scale monoculture farming and
excessive pesticide use, can have negative environmental consequences, impacting the
agricultural sector’s ESG factors.
7. Fast Fashion: The fashion industry can have social and environmental issues related to labour
practices, waste generation, and resource consumption.
As at 31 July 2025, the portfolio has a Sustainalytics Environment score of 81.6%* (2024: 81.8%)
(where 50% is the median).
Manchester and London Investment Trust plc
7
Annual Report & Financial Statements 2025
Outlook
We look forward with excitement as the Era of Artificial Intelligence develops. This technology is
so powerful it is quite possible that its growth can continue to overpower a challenging economic
and political backdrop. Many sold their shares last year, believing that the Era of Ai was over. Many
of you may be considering such a move today. With this in mind, may I remind you of the words
of John Greenleaf Whittier: “For of all sad words of tongue or pen, the saddest are these: ‘It might
have been.’”
Hence, the Board and the Manager will see the course of the Era of Ai, and be guided by the
words of Alan Turing: “We can only see a short distance ahead, but we can see plenty there that
needs to be done.”
Daniel Wright
Chairman
24 September 2025
* Source: Bloomberg. See Glossary on pages 91 to 93.
Manchester and London Investment Trust plc
9
Annual Report & Financial Statements 2025
Manager’s review
Market Review
The twelve months under review delivered double-digit gains in tech-heavy indices, albeit with
periods of significant volatility. H1 2025 was particularly turbulent, with the VIX briefly surpassing 50
amid tariff-related uncertainty, making positioning challenging and demanding vigilant exposure
management. More recently, volatility has eased, and US indices have recorded a string of all-
time highs, albeit with narrowing market breadth and a pronounced divergence in performance
between Ai-driven leaders and the broader market. US corporate earnings have generally grown
at a healthy pace, but the gains have been concentrated. A recent Goldman Sachs report
noted that the “Mag 7” delivered 26% year-on-year earnings growth in Q2, compared to just
4% for the remaining 493 constituents of the S&P 500. Despite tariff uncertainty, US inflation data
has continued to point to a gradual disinflationary trend, while most economic indicators have
remained robust. Although there are recent signs of emerging weakness in the labour market, the
overall US economic backdrop has remained broadly benign.
Technology Review
Despite continued scepticism from some quarters, the Ai theme has made exceptional progress
over the past 12 months:
1. Adoption has accelerated sharply: as of April 2025, ChatGPT had surpassed 800 million users,
up from 300 million at the end of 2024.
2. Monetisation is now firmly established: in July 2025 OpenAI reached $10 billion in annual
recurring revenue.
3. Capabilities have advanced rapidly: Frontier models have continued to set new benchmark
records across domains including coding, mathematics, and science. In December 2024,
OpenAI launched o1, the first widely available reasoning model, and in April 2025 followed
with o3, enabling the completion of complex, multi-step tasks with great proficiency. With
o3 and features such as Deep Research, Ai became capable of producing sophisticated
research reports to a PhD standard. Autonomous coding agents have also emerged, enabling
companies like Microsoft to produce up to 30% of their code from Ai.
4. Infrastructure investment has surged: cloud capex is forecast to grow 56% year-on-year to
$445 billion in 2025.
5. Inference demand has risen exponentially: Alphabet reported a 50x increase in tokens
processed over the past year, with reasoning models proving up to 20x more compute-
intensive than non-reasoning models.
6. Competition has intensified: new entrants such as xAi have joined the model race, amid a
global battle for top Ai talent.
7. Efficiency gains have also been significant: hardware advances and model optimisations
(such as those pioneered by Deepseek) have materially reduced inference and training costs.
Improved efficiency is crucial for diffusion, enhancing application ROI and enabling adoption
of the technology across a wider range of functions and processes.
STRATEGIC REPORT continued
Manchester and London Investment Trust plc
10
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
We have consistently outlined our roadmap for the Ai era as developing in four stages:
1. Infrastructure Build: the build out of the data centers needed for Ai.
2. Migration of Data to the Cloud: the migration and management of the data required to train
the Ai models.
3. Launch of Applications using Ai: the existing and new applications we will use to harness the
power of Ai.
4. The Future Use Applications: the new applications that we cannot envisage a use for now that
will become wildly popular in the future.
Throughout 2024/2025, growth has remained concentrated in Stages 1 and 2, and the market
performance of Ai enablers has reflected this. However, we are now beginning to see the first
signs of Stage 3, particularly from OpenAI. From a market perspective, we expect Stage 3 to be
defined by concerns over disruption to legacy business models alongside the emergence of Ai-
native winners.
“ Ai is the most powerful technology humanity has ever created.”
– Sam Altman
Portfolio Review
The portfolio’s NAV per Share total return of 33.6% compared to a 17.4% return for the Nasdaq
Composite (in GBP) and a 10.3% return for the Nasdaq 100 Technology subindex (in GBP).
The 3.0% increase in the value of Sterling against the US Dollar over the year was a headwind for
performance due to the significant level of US Dollar exposure in the portfolio. Overall, we estimate
that the loss in portfolio performance from Foreign Exchange was roughly 2.8%.
The Total Return of the portfolio broken down by sector* holdings in local currency (separating
costs and foreign exchange) is shown below:
Total return of underlying sector holdings in local currency
(excluding costs and foreign exchange) 2025
Technology 35.0%
Consumer 0.3%
Financials 2.0%
Healthcare (0.1%)
Other Investments (including Funds, ETFs and Hedges) 0.7%
Foreign Exchange, operating costs & financing (4.3%)
NAV per Share total return 33.6%
* Sector weightings have been determined using the primary sector classification assigned to each holding by
a leading Ai model, based on an analysis of the company’s core business activities and industry focus.
Manchester and London Investment Trust plc
11
Annual Report & Financial Statements 2025
Total return of underlying sector holdings in local currency
(excluding costs and foreign exchange) 2024
Information Technology 55.6%
Communication Services 1.4%
Consumer Discretionary 0.1%
Other Investments (including Funds, ETFs and Hedges) (0.1%)
Foreign Exchange, operating costs & financing (1.5%)
NAV per Share total return 55.4%
Technology
The Technology sector delivered roughly 92.2% of the NAV per Share total return.
Material positive performers (>1% contribution to return) included Nvidia Corp, Microsoft Corp,
Broadcom Inc and Arista Networks Inc. The only material negative contributor was ASML Holding
NV.
The portfolio’s weighting to this sector (including options on a MTM basis) at the year end was 96.0%
of the net assets (2024: 106.0%).
Consumer
The Consumer sector delivered roughly 0.9% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.3% of
the net assets (2024: 0.1%).
Financials
Financials delivered roughly 5.3% of the NAV per Share total return.
Robinhood Markets Inc was the only holding in this sector for the period.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.2% of
the net assets (2024: 0.0%).
Healthcare
The Healthcare sector delivered roughly minus 0.3% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 1.6% of
the net assets (2024: 1.9%).
Other (including funds, ETFs and beta hedges)
Other holdings delivered roughly 1.9% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.2% of
the net assets (2024: 2.3%). The largest holding in this sector at year end was Robo Global Robotics
& Automation ETF.
Manchester and London Investment Trust plc
12
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Market Outlook
Inflation is expected to remain relatively muted, and anticipated interest rate cuts provide a
constructive backdrop for future equity returns. Geopolitical risks between the US and China persist,
and we expect ongoing uncertainty around global tariff rates.
We continue to believe our portfolio of long-duration assets is likely to be more sensitive to interest
rate movements than to the effects of a mild recession. Furthermore, should rates fall below a
certain threshold (around 2.75%-3.00%), we anticipate a rotation from money market funds into
growth equities.
“ It has become appallingly obvious that our technology will exceed our humanity”.
– Albert Einstein
Market Risks
The primary challenges to equities remain inflation, recession, regulation, energy prices and war.
The Fed’s preferred measure, the PCE price index, has fallen but history has seen reversals before.
We are hopeful that over time productivity gains from Ai can assist in further reducing inflation.
There is the possibility that countries that undertake material Ai investment such as the USA, will be
rewarded with a decade or so of both productivity gains and relatively strong economic growth.
Should that scenario be combined with contained geopolitical risks, then we could see a period
of sustained stock market returns.
In the shorter term, recession risk is always a concern when the Fed has been adopting a
“restrictive” stance which has the potential to slow the economy. Geopolitical risks, such as the
conflict in Ukraine and US-Sino relations, also pose very material concerns. The US is also undergoing
a generational shift in trade policy which, while potentially beneficial for the US in the long run,
introduces heightened uncertainty in the short term. Global debt levels and persistent fiscal deficits
remain a source of concern, and we continue to watch yields with great anxiety. China, Iran, N
Korea and Russia all have a history of being bad actors that can cause numerous horrific events
that could cause material downside for the markets. The companies in our portfolio have a material
exposure to China and Taiwan, hence we have been active at various times in recent years at
laying on hedges against this risk.
“ Adapt to reality; reality won’t adapt to your risk tolerance.”
– Warren Buffett
Technology Outlook
According to McKinsey, global demand for data center capacity could nearly quadruple by 2030
from 2023 levels (22% CAGR), supporting our expectation of continued growth for Ai infrastructure
companies. The Nasdaq composite is projected to deliver above-market growth in 2026 with
projected revenues and earnings progress of 9.0% and 16.3% respectively. Our portfolio holdings
are forecast by Bloomberg estimates to see weighted average projected revenues and earnings
progress of 19.9% and 26.4% respectively for their next financial year. Forecasts are mainly useless
apart from providing some relative indications, hence the figures provided purely illustrate that our
portfolio could be considered relatively faster growth. Within the technology sector, we anticipate
a widening gap in performance between companies driving the Ai revolution and those likely to
be disrupted by it.
“ Software is eating the world, but Ai is going to eat software.”
– Jensen Huang, 2017
Manchester and London Investment Trust plc
13
Annual Report & Financial Statements 2025
Ai Outlook
We expect continued progress in Ai capabilities over the next 12 months in both reasoning and
autonomy, allowing Ai to complete longer and more complex tasks without human intervention.
Greg Brockman of OpenAI recently remarked that we are only “scratching the surface” on post-
training enhancements, suggesting substantial headroom remains to improve Ai performance. We
have often mentioned Reinforcement learning (RL) as a possible path for Ai improvement. We also
see the integration of autonomous coding capabilities into reasoning models as a major catalyst
for Ai improvements in 2026.
On the consumer Ai side, we foresee greater personalisation via memorisation and deeper
integration of Ai assistants into daily life. We expect OpenAI and other winners in the consumer
space to generate significant revenue growth.
On the enterprise Ai side, we anticipate the continued migration of data and workflows to the
cloud and the further adoption of autonomous Ai agents for function specific workflows. We
expect continued efficiency gains from both hardware advances and model optimisations, further
reducing the cost per unit of intelligence for Ai and improving the ROI for enterprise adopters.
Ai infrastructure buildout is expected to see double-digit data center capex growth in 2026. We
also expect a continued reallocation of corporate budgets from Labour towards Ai, driving a
further displacement of workers. Finally, we expect significant advances in robotics, especially in
industrial robotics driven by an onshoring of manufacturing, industrial and assembly activities back
to the USA.
“ It’ll be 10 times bigger than the Industrial Revolution – and maybe 10 times faster.”
– Demis Hassabis on our Ai future.
Concentration Risk
We always seek as diversified a portfolio as we can possibly construct but we must address the
concentration risk within our portfolio. Our top two holdings – Microsoft, and Nvidia – represented
around 65% of our NAV at the period end and our top 5 holdings represent about 83% of our
portfolio. Sadly, we do believe the outstanding winners from the Ai era may, in time, be counted on
the fingers of two hands. So what are we meant to do: diversify to dilute performance? Punish our
winners for proving they are elite? We would not be surprised if, in a few years time, it will be seen
that the most dangerous portfolio to hold from today was a widely diversified selection of legacy
Software 1.0 stocks.
The logical conclusion to our concentration risk for shareholders that are Retail Investors is that our
Fund should form part of a diversified portfolio. Please do not over-concentrate on our Fund if you
cannot afford to bear potential loss. However, it is worth noting that according to two of the leading
credit ratings agencies MSFT has a better credit rating than US sovereign debt.
May I remind you that the limits on portfolio concentration per our Investment Policy are as follows:
“ No single holding will represent more than 20% of gross assets at the time of investment.
In addition, the Company’s five largest holdings (by value) will not exceed (at the time of
investment) more than 75% of gross assets.”
Manchester and London Investment Trust plc
14
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
We do seek to achieve risk reduction in our approach, aiming to partially hedge specific risks that
concern us (but hedging requires luck in its timing) and, in addition, by avoiding any holdings that
give us nagging doubts.
“ Three-quarters of Warren Buffett’s equity portfolio are tied up in just 5 stocks.”
– CNBC headline August 2023.
Conclusion
The risks are varied, numerous and material but the Era of Ai has many years left to run. Ai offers
investors a first-class ticket to what could be one of the most exciting investment and economic
periods of the century. The alternative is an investment landscape in Europe blighted by an
Orwellian, BureauStasi, Regulatory State.
Long the Future.
M&L Capital Management Limited
Manager
24 September 2025
Manchester and London Investment Trust plc
15
Annual Report & Financial Statements 2025
Equity exposures and portfolio sector analysis
Equity exposures (longs)
As at 31 July 2025
Company Sector*
Exposure
£’000**
% of net
assets**
NVIDIA Corporation Technology 167,983 40.7
Microsoft Corporation Technology 102,891 25.0
Broadcom Inc. Technology 29,187 7.1
Arista Networks Inc. Technology 22,423 5.4
Advanced Micro Devices Inc. Technology 21,452 5.2
Synopsys Inc. Technology 21,327 5.2
Robinhood Markets Inc. Financials 14,680 3.6
Liberty Media Corporation-Liberty
Formula One Consumer 11,182 2.7
Dell Technologies Inc. Technology 8,343 2.0
ASML Holding NV Technology 8,325 2.0
ROBO Global Robotics and Automation Funds, ETFs and Baskets 7,572 1.8
Intuitive Surgical Inc. Healthcare 6,435 1.6
Micron Technology Inc. Technology 5,427 1.3
Salesforce Inc. Technology 3,358 0.8
TSMC Technology 3,214 0.8
Workday Inc. Technology 3,051 0.7
Polar Capital Technology Trust Funds, ETFs and Baskets 2,850 0.7
AeroVironment Inc. Industrials and Defence 1,820 0.4
DraftKings Inc. Consumer 1,060 0.3
SentinelOne Inc. Technology 1,053 0.3
Celsius Holdings Inc. Consumer 960 0.2
Meta Platforms Inc. Technology 748 0.2
Karman Holdings Inc. Industrials and Defence 578 0.1
Alphabet Inc. Technology 561 0.1
Amazon.com Inc. Consumer 442 0.1
Symbotic Inc. Technology 216 0.1
Equinix Inc. Technology 187 0.0
Grindr Inc. Consumer 137 0.0
Motorola Solutions Inc. Industrials and Defence 91 0.0
Allianz Technology Trust PLC Funds, ETFs and Baskets 13 0.0
Total long positions 447,566 108.4
Other net assets and liabilities*** (34,438) (8.4)
Net assets 413,128 100.0
* Sectors have been determined using the primary sector classification assigned to each holding by a leading
Ai model, based on an analysis of the company’s core business activities and industry focus.
** Including equity swap exposures as detailed in note 13.
*** Including investment in the Morgan Stanley Sterling Liquidity fund valued at £3,225,000.
Manchester and London Investment Trust plc
16
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Portfolio sector analysis (excluding options and short equity swap hedges)
As at 31 July 2025
Sector
% of net
assets
Technology 96.9
Financials 3.6
Consumer 3.3
Funds, ETFs & Baskets 2.5
Healthcare 1.6
Industrials & Defence 0.5
Cash and other net assets and liabilities (8.4)
Net assets 100.0
Manchester and London Investment Trust plc
17
Annual Report & Financial Statements 2025
Principal portfolio equity holdings
The positions described below have an Exposure that aggregates to 94.7% of Net Assets.
NVIDIA Corporation (“NVIDIA”)
NVIDIA is the global leader in chips for Ai training and inference, with a dominant position in the
hardware and software ecosystem that underpins modern Ai development. Its CUDA platform
has created a powerful moat, making it the foundation for most enterprise Ai workloads. Beyond
accelerators, NVIDIA is also a leader in high-speed networking, enabling the massive scale required
for hyperscale Ai clusters. Looking ahead, NVIDIA is expanding into areas such as robotics, digital
twins, and autonomous systems, broadening its role as a key enabler of the Ai-driven economy.
Microsoft Corporation (“Microsoft”)
Microsoft is a global leader in enterprise software and cloud computing, with Azure now the
second-largest public cloud platform worldwide. The company has taken a leading role in Ai
adoption, embedding Copilot across Office, Windows, and Dynamics while positioning Azure as
the infrastructure backbone for Ai workloads. Crucially, Microsoft holds a significant equity stake in
OpenAI, widely seen as the frontrunner in foundation models and consumer Ai. This stake not only
secures privileged access to cutting-edge technology but also represents a long-term source of
strategic and financial value. With Ai integrated throughout its ecosystem and upside exposure to
OpenAI, Microsoft is uniquely positioned to capture growth across both enterprise and consumer
Ai markets.
Broadcom Inc. (“Broadcom”)
Broadcom designs and manufactures a wide range of semiconductor and infrastructure software
products. One of its fastest-growing areas is Ai ASICs (application-specific integrated circuits), which
deliver highly efficient performance for specialised Ai workloads in hyperscale data centres. Whilst
NVIDIA’s GPUs remain the gold standard for general-purpose Ai training and inference we believe
there is room for ASICs to capture share in more stable, niche workloads where efficiency and cost
advantages matter most. Alongside its strength in networking chips, storage, and infrastructure
software, Broadcom is a diversified enabler of the Ai infrastructure build-out.
Arista Networks Inc. (“Arista”)
Arista is a leader in high-performance networking solutions for cloud and enterprise data centres.
Its portfolio of switches, routers, and software-defined networking tools is engineered for ultra-
low latency and high throughput, critical in Ai-driven environments. With significant exposure to
hyperscale cloud capex, Arista plays a central role in enabling the connectivity required for large-
scale Ai clusters and workloads.
Advanced Micro Devices Inc. (“AMD”)
AMD designs and manufactures CPUs, GPUs, and Ai accelerators for both consumer and enterprise
markets. Historically, AMD has built credibility as a successful challenger to Intel in CPUs, gaining
share through strong execution and innovation. It is applying the same strategy in Ai accelerators
with its MI300 series. However, NVIDIA is a more formidable competitor in Ai, with a stronger
performance lead and entrenched ecosystem advantages. Even so, AMD has the potential to
establish itself as the clear number two provider of Ai accelerators, giving enterprises an important
alternative to NVIDIA.
Manchester and London Investment Trust plc
18
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Synopsys Inc. (“Synopsys”)
Synopsys is a global leader in electronic design automation (EDA) software, enabling semiconductor
companies to design, simulate, and verify advanced chips. EDA tools are mission-critical in the era
of smaller and more complex semiconductors, with Synopsys benefitting from the secular growth of
chip R&D. Increasingly, Synopsys is also embedding Ai into its own tools, accelerating chip design
cycles and improving verification accuracy — creating a self-reinforcing link between Ai adoption
and semiconductor innovation.
Robinhood Markets Inc. (“Robinhood”)
Robinhood operates a commission-free trading platform that has reshaped retail investing with
its mobile-first experience. The company is broadening into a full financial ecosystem spanning
savings, credit, and advisory. Robinhood is also leaning into Ai, with the potential to launch Ai-
driven financial tools and personalised investment guidance for its large user base. In addition,
Robinhood continues to innovate in areas such as tokenisation and prediction markets, which
could open new categories of retail participation in financial services. This positions Robinhood as
both a disruptive fintech and a future beneficiary of Ai adoption in finance.
Liberty Media Corp – Liberty Formula One (“Liberty Formula One”)
Liberty Formula One controls the commercial rights to Formula One, the world’s premier motorsport
series. The business has benefitted from growing global viewership, deeper penetration in the US
market, and robust sponsorship growth. Formula One also represents a structural play on the rising
value of live experiences, as consumers increasingly prioritise premium events and entertainment.
With strong media rights pricing power and an expanding fan base, Liberty Formula One is well
positioned for long-term growth.
Dell Technologies Inc. (“Dell”)
Dell is a global provider of personal computers, servers, and enterprise infrastructure solutions.
Recent quarters have seen strong demand for Ai-optimised servers, positioning Dell as a key supplier
to enterprises building Ai capabilities. With deep customer relationships, scale in infrastructure, and
a growing portfolio of Ai-ready hardware, Dell is evolving from a legacy PC brand into a strategic
player in the Ai infrastructure build-out.
ASML Holding NV (“ASML”)
ASML is the sole supplier of advanced extreme ultraviolet (EUV) lithography machines, essential for
producing the world’s most advanced semiconductors. Its near-monopoly in EUV lithography gives
it a unique strategic position in the global semiconductor supply chain.
Manchester and London Investment Trust plc
19
Annual Report & Financial Statements 2025
All Equity & Debt portfolio holdings
As at 31 July 2025
Stocks
Gross
(Underlying
Only)
% of NAV
Net Delta
(inc Net Delta
exposure of
options)
% of NAV
NVIDIA Corporation 40.7 40.7
Microsoft Corporation 25.0 25.0
Broadcom Inc. 7.1 7.1
Arista Networks Inc. 5.4 5.4
Advanced Micro Devices Inc. 5.2 4.0
Synopsys Inc. 5.2 3.4
Liberty Media Corporation-Liberty Formula One 2.7 2.7
Robinhood Markets Inc. 3.6 2.4
Dell Technologies Inc. 2.0 2.0
ASML Holding NV 2.0 1.9
ROBO Global Robotics and Automation 1.8 1.8
Intuitive Surgical Inc. 1.6 1.6
Micron Technology Inc. 1.3 1.2
TSMC 0.8 0.8
Salesforce Inc. 0.8 0.7
Polar Capital Technology Trust 0.7 0.7
Workday Inc. 0.7 0.6
AeroVironment Inc. 0.4 0.4
Meta Platforms Inc. 0.2 0.4
DraftKings Inc. 0.3 0.3
SentinelOne Inc. 0.3 0.3
Celsius Holdings Inc. 0.2 0.2
Karman Holdings Inc. 0.1 0.1
Alphabet Inc. 0.1 0.1
Amazon.com Inc. 0.1 0.1
Symbotic Inc. 0.1 0.1
Equinix Inc. 0.0 0.0
Grindr Inc. 0.0 0.0
Motorola Solutions Inc. 0.0 0.0
Allianz Technology Trust PLC 0.0 0.0
NXP Semiconductors NV (0.0) (0.0)
Accenture PLC (0.0) (0.0)
Yelp Inc. (0.0) (0.0)
Intuit Inc. – (0.1)
Avis Budget Group Inc. (0.1) (0.1)
iShares MSCI Taiwan ETF – (0.2)
SPDR S&P 500 ETF Trust – (0.7)
Total 108.4 103.1
For an explanation of why we report exposures on a Delta Adjusted basis please read our FAQ at
https://mlcapman.com/faq/
Manchester and London Investment Trust plc
20
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Investment record of the last ten years
Year ended
Total
return
(£’000)
Return per
Share*
(p)
Dividend per
Share
(p)
Net
assets
(£’000)
NAV
per Share*
(p)
31 July 2016 13,424 62.50 13.36 75,546 350.81
31 July 2017 20,055 92.43 9.00 94,661 429.05
31 July 2018 26,792 115.27 12.00 130,388 532.81
31 July 2019 15,900 58.75 14.00 166,981 568.66
31 July 2020 24,037 74.74 14.00 225,933 625.23
31 July 2021 22,222 57.10 14.00 269,686 665.43
31 July 2022 (61,162) (151.62) 21.00 198,546 493.04
31 July 2023 28,754 71.45 14.00 221,379 550.79
31 July 2024 121,160 301.45 21.00 334,099 831.24
31 July 2025 101,359 255.75 28.00 413,128 1,077.29
* Basic and fully diluted.
Dividends
Dividends (pence per Share)
Dividends to 31 July
0
4
8
12
16
20
24
32
28
20212016 2017 2018 2019 2020
14.00 14.00
9.00
12.00
14.00
20252024
13.36
14.00
20232022
21.00
28.00*
21.00
NAV (£m)
420
400
380
360
340
320
300
280
260
240
220
200
180
160
140
120
100
80
60
40
20
0
NAV and NAV per Share to 31 July
NAV per Share (p)
NAV NAV per Share
2021201820172016 202520242019 2020
350.81
429.05
532.81
568.66
20232022
1,077.29
665.43
550.79
493.04
1,100
1,050
1,000
950
900
850
800
750
700
650
600
550
500
450
400
350
300
250
200
150
100
50
0
831.24
625.23
* Includes proposed dividend.
Manchester and London Investment Trust plc
21
Annual Report & Financial Statements 2025
Business model
The Company is an investment company as defined by Section 833 of the Companies Act 2006
and operates as an investment trust in accordance with Section 1158 of the Corporation Tax Act
2010.
The Company is also governed by the Listing Rules and the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority (the “FCA”) and is listed on the Closed-ended investment
funds Category of the London Stock Exchange.
A review of investment activities for the year ended 31 July 2025 is detailed in the Manager’s review
on pages 9 to 14.
Investment objective
The investment objective of the Company is to achieve capital appreciation.
Investment policy
Asset allocation
The Company’s investment objective is sought to be achieved through a policy of actively investing
in a diversified portfolio, comprising any of global equities and/or fixed interest securities and/or
derivatives.
The Company may invest in derivatives, money market instruments, currency instruments, contracts
for differences (“CFDs”), futures, forwards and options for the purposes of (i) holding investments
and (ii) hedging positions against movements in, for example, equity markets, currencies and
interest rates.
The Company seeks investment exposure to companies whose shares are listed, quoted or
admitted to trading. However, it may invest up to 10% of gross assets (at the time of investment)
in the equities and/or fixed interest securities of companies whose shares are not listed, quoted or
admitted to trading.
Risk diversification
The Company intends to maintain a diversified portfolio and it is expected that the portfolio will
have between approximately 20 to 100 holdings. No single holding will represent more than 20% of
gross assets at the time of investment. In addition, the Company’s five largest holdings (by value)
will not exceed (at the time of investment) more than 75% of gross assets.
Although there are no restrictions on the constituents of the Company’s portfolio by geography,
industry sector or asset class, it is intended that the Company will hold investments across a number
of geographies and industry sectors. During periods in which changes in economic, political or
market conditions or other factors so warrant, the Manager may reduce the Company’s exposure
to one or more asset classes and increase the Company’s position in cash and/or money market
instruments.
The Company will not invest more than 15% of its total assets in other listed closed-ended investment
funds. However, the Company may invest up to 50% of gross assets (at the time of investment) in
an investment company subsidiary, subject always to the other restrictions set out in this investment
policy and the Listing Rules.
Manchester and London Investment Trust plc
22
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Gearing
The Company may borrow to gear the Company’s returns when the Manager believes it is in
Shareholders’ interests to do so. The Company’s Articles of Association (“Articles”) restrict the level
of borrowings that the Company may incur up to a sum equal to two times the net asset value of
the Company as shown by the then latest audited balance sheet of the Company.
The effect of gearing may be achieved without borrowing by investing in a range of different
types of investments including derivatives. Save with the approval of Shareholders, the Company
will not enter into any investments which have the effect of increasing the Company’s net gearing
beyond the limit on borrowings stated in the Articles.
General
In addition to the above, the Company will observe the investment restrictions imposed from time
to time by the Listing Rules which are applicable to investment companies with shares listed on the
Official List of the FCA.
No material change will be made to the investment policy without the approval of Shareholders
by ordinary resolution.
In the event of any breach of the investment restrictions applicable to the Company, Shareholders
will be informed of the remedial actions to be taken by the Board and the Manager by an
announcement issued through a regulatory information service approved by the FCA.
Investment Strategy and Style
The fund’s portfolio is constructed with flexibility but is primarily focused on stocks that exhibit the
attributes of growth. The fund is often classified by others as a Global Growth Fund.
Target Benchmark
Under UKLR 11 for closed-ended investment funds, there’s no requirement for the Company to
adopt a performance benchmark.
Investments for the portfolio are not selected from constituents of any single index and the
Company does not use any individual benchmark to assess performance.
We are tired of being expensively charged by benchmark providers so we have cancelled all
services we received from our previous benchmark provider.
The Company is a technology focused fund and there are a huge number of digital financial data
providers that allow shareholders to assess the performance of the Company on a Share Price
and/or Net asset value per share basis against whichever benchmark the shareholder thinks is the
best and many allow this for free.
Providing charts and data against benchmarks heralds back to the digital dark ages when such
information was not ubiquitously free.
Environmental, Social, Community and Governance
The Company considers that it does not fall within the scope of the Modern Slavery Act 2015
and it is not, therefore, obliged to make a slavery and human trafficking statement. In any event,
the Company considers its supply chains to be of low risk as its suppliers are typically professional
advisers.
Manchester and London Investment Trust plc
23
Annual Report & Financial Statements 2025
In its oversight of the Manager and the Company’s other service providers, the Board seeks
assurances that they have regard to the benefits of diversity and promote these within their
respective organisations. The Company has given discretionary voting powers to the Manager. The
Manager votes against resolutions they consider may damage Shareholders’ rights or economic
interests and reports their actions to the Board. The Company believes it is in the Shareholders’
interests to consider environmental, social, community and governance factors when selecting
and retaining investments and has asked the Manager to take these issues into account. The
Manager does not exclude companies from their investment universe purely on the grounds of
these factors but adopts a positive approach towards companies which promote these factors.
The portfolio’s Sustainalytics Environmental Percentile was 81.6% as at 31 July 2025 (2024: 81.8%).
The Company notes the Task Force on Climate-related Financial Disclosures (‘TCFD’) reporting
recommendations. However, as a listed investment company, the Company is not subject to
the Listing Rule requirement to report against the framework. The Company fully recognises the
impact climate change has on the environment and society, and information on the Manager’s
endeavours on ESG can be found on page 45. The Manager continues to work with the investee
companies to raise awareness on climate change risks, carbon emission and energy efficiency.
Stakeholder Engagement
The Company’s s172 Statement can be found in the Corporate Governance Statement on pages
45 and 46 and is incorporated into this Strategic Report by reference.
Dividend policy
The Company may declare dividends as justified by funds available for distribution. The Company
will not retain in respect of any accounting period an amount which is greater than 15% of net
revenue in that period.
Recurring income from dividends on underlying holdings is paid out as ordinary dividends.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income on page 70 and in
the Statement of Changes in Equity on page 71.
For the year ended 31 July 2025, the net revenue loss attributable to Shareholders was £609,000 (2024:
return £570,000) and the net capital return attributable to Shareholders was £101,968,000 (2024:
£120,590,000). Total Shareholders’ funds increased by 23.7% to £413,128,000 (2024: £334,099,000).
The dividends paid/proposed by the Board for 2024 and 2025 are set out below:
Year ended
31 July 2025
(pence per
Share)
Year ended
31 July 2024
(pence per
Share)
Interim dividend 7.00 7.00
Special dividend 7.00 7.00
Proposed final dividend 7.00 7.00
Proposed Special dividend 7.00 –
28.00 21.00
Subject to the approval of Shareholders at the forthcoming AGM, the proposed final ordinary
dividend and proposed Special dividend will be payable on 7 November 2025 to Shareholders on
the register at the close of business on 3 October 2025. The ex-dividend date will be 2 October 2025.
Manchester and London Investment Trust plc
24
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Further details of the dividends paid in respect of the years ended 31 July 2025 and 31 July 2024 are
set out in note 7 on page 81.
Principal risks and uncertainties
The Board considers that the following are the principal risks and uncertainties facing the
Company. The actions taken to manage each of these are set out below. If one or more of these
risks materialised, it could potentially have a significant impact upon the Company’s ability to
achieve its investment objective. These risks are formalised within the risk matrix maintained by the
Company’s Manager.
Risk How the risk is managed Change
Investment Performance
Risk
The performance of the
Company may not be
in line with its investment
objectives.
Investment performance is monitored and reviewed daily
by M&L Capital Management Limited (“MLCM”) as AIFM
through:
• Intra-day portfolio statistics; and
• Daily Risk reports.
The metrics and statistics within these reports may be
used (in combination with other factors) to help inform
investment decisions.
The AIFM also provides the Board with quarterly
performance updates, key portfolio stats (including
performance attribution, valuation metrics, VaR and
liquidity analysis) and performance charts of top portfolio
holdings.
It should be noted that none of the above steps guarantee
that Company performance will meet its stated objectives.
Key Man Risk and
Reputational Risk
The Company may be
unable to fulfil its investment
objectives following the
departure of key staff at
the Manager.
The Manager has a remuneration policy that incentivises
key staff to take a long-term view as variable rewards
are spread over a five-year period. MLCM also has
documented policies and procedures, including a
business continuity plan, to ensure continuity of operations
in the unlikely event of a departure.
MLCM has a comprehensive compliance framework to
ensure strict adherence to relevant governance rules and
requirements.
Fund Valuation Risk
The Company’s valuation is
not accurately represented
to investors.
NAVs are produced independently by the Administrator,
based on the Company’s valuation policy.
Valuation is overseen and reviewed by the AIFM’s
valuation committee which reconciles and checks NAV
reports prior to publication.
It should be noted that the vast majority of the portfolio
consists of quoted equities, whose prices are provided by
independent market sources; hence material input into
the valuation process is rarely required from the valuation
committee.
Manchester and London Investment Trust plc
25
Annual Report & Financial Statements 2025
Risk How the risk is managed Change
Third-Party Service Providers
Failure of outsourced service
providers in performing their
contractual duties.
All outsourced relationships are subject to an extensive
dual-directional due diligence process and to ongoing
monitoring. Where possible, the Company appoints
a diversified pool of outsourced providers to ensure
continuity of operations should a service provider fail.
The cyber security of third-party service providers is a
key risk that is monitored on an ongoing basis. The safe
custody of the Company’s assets may be compromised
through control failures by the Depositary or Custodian,
including cyber security incidents. To mitigate this risk,
the AIFM receives monthly reports from the Depositary
confirming safe custody of the Company’s assets held by
the Custodian.
Regulatory Risk
A breach of regulatory rules/
other legislation resulting in
the Company not meeting
its objectives or investors’
loss.
The AIFM adopts a series of pre-trade and post-trade
controls to minimise breaches. MLCM uses a fully integrated
order management system, electronic execution system,
portfolio management system and risk system developed
by Bloomberg. These systems include automated
compliance checks, both pre- and post-execution, in
addition to manual checks by the investment team. The
AIFM undertakes ongoing compliance monitoring of the
portfolio through a system of daily reporting.
Furthermore, there is additional oversight from the
Depositary, which ensures that there are three distinct
layers of independent monitoring.
Fiduciary Risk
The Company may not be
managed to the agreed
guidelines.
The Company has a clear documented investment policy
and risk profile. The AIFM employs various controls and
monitoring processes to ensure guidelines are adhered to
(including pre- and post-execution checks as mentioned
above and monthly Risk meetings). Additional oversight is
also provided by the Company’s Depositary.
Fraud Risk
Fraudulent actions may
cause loss.
The AIFM has extensive fraud prevention controls and
adopts a zero tolerance approach towards fraudulent
behaviour and breaches of protocol surrounding fraud
prevention. The transfer of cash or securities involve the
use of dual authorisation and two-factor authentication
to ensure fraud prevention, such that only authorised
personnel are able to access the core systems and submit
transfers. The Administrator has access to core systems to
ensure complete oversight of all transactions.
Manchester and London Investment Trust plc
26
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Risk How the risk is managed Change
Portfolio Concentration
The Portfolio’s
concentration in Nvidia
Corp. and Microsoft Corp.
could lead to materially
negative performance
results for the Company
should one or both of these
holdings have declining
share prices.
It is interesting to note that using a sequential selection
screen of all equities on Bloomberg using the hurdles of
ROIC, ROE, Operating Margin and Revenue Growth set at
the rates Nvidia enjoys, outputs less than a dozen further
suggested stocks that are domiciled outside China.
Whilst some may like us to diversify our Portfolio more, this
analysis may suggest diversification would lead to the
dilution of the Portfolio’s average financial metrics quality.
In addition, at times the Manager will attempt to directly
hedge out some of the risk of a fall in Technology stocks
by selling Call options on individual holdings. At times,
we also buy Long Put options on Technology indices or
individual stock names. However, these hedges are most
likely to only provide immaterial comfort should large
positions or the general markets decline.
Again, we encourage investors to diversify their own
portfolios and only hold shares in Manchester & London
as part of a well-diversified portfolio.
Discount risk
A sustained deterioration
in UK investor appetite
for higher-volatility asset
classes (driven in part by
regulation), irrespective
of performance, could
reduce demand for the
Company’s shares and lead
to a structural and persistent
widening in the discount to
net asset value (“NAV”).
The Board and the Manager monitor the discount relative
to peers and market conditions on an ongoing basis.
Where appropriate, the Company executes share buy-
backs under existing authorities. However, the capacity
and desirability of buy-backs are inherently finite and
cannot be relied upon indefinitely. Even with buy-backs,
there can be no assurance that the discount will narrow
or not widen further.
In addition to the above, the Board considers the following to be the principal financial risks
associated with investing in the Company: market risk, interest rate risk, liquidity risk, currency rate
risk and credit and counterparty risk. An explanation of these risks and how they are managed
along with the Company’s capital management policies are contained in note 16 of the Financial
Statements on pages 86 to 90.
The Board, through the Audit Committee, has undertaken a robust assessment and review of all
the risks stated above and in note 16 of the Financial Statements, together with a review of any
emerging or new risks which may have arisen during the year, including those that would threaten
the Company’s business model, future performance, solvency or liquidity.
In accordance with guidance issued to directors of listed companies, the Directors confirm that
they have carried out a review of the effectiveness of the systems of internal financial control
during the year ended 31 July 2025, as set out on pages 43 and 44. There were no matters arising
from this review that required further investigation and no significant failings or weaknesses were
identified.
Further discussion about risk considerations can be found in the Company’s latest prospectus
available at https://mlcapman.com/manchester-london-investment-trust-plc/
Manchester and London Investment Trust plc
27
Annual Report & Financial Statements 2025
Year-end gearing
At the year end, gross long equity exposure represented 108.4% (2024: 112.3%) of net assets.
Key performance indicators
Key measures by which the Board judges the success of the Company are the NAV per Share and
the ongoing charges measure.
Total net assets at 31 July 2025 amounted to £413,128,000 compared with £334,099,000 at 31 July
2024, an increase of 23.7%, whilst the fully diluted NAV per Share increased to 1,077.29p from
831.24p. During the year, 1,844,039 Ordinary Shares were bought back and held in treasury.
Net revenue return after taxation for the year was a negative £609,000 (2024: positive £570,000).
The quoted Share price during the period under review has ranged from a discount of 12.34% to
24.92%.
Ongoing charges, which are set out on page 3, are a measure of the total expenses (including
those charged to capital) expressed as a percentage of the average net assets over the year. The
Board regularly reviews the ongoing charges measure and monitors Company expenses.
Future development
The Board and the Manager cannot currently foresee any material changes to the business
of the Company in the near future. As the majority of the Company’s equity investments are
denominated in US Dollar, any currency volatility may have an impact (either positive or negative)
on the Company’s NAV per Share, which is denominated in Sterling.
Management arrangements
Under the terms of the management agreement, MLCM manages the Company’s portfolio in
accordance with the investment policy determined by the Board. The management agreement
has a termination period of three months. In line with the management agreement, the Manager
receives a tiered portfolio management fee. Details of the fee arrangements and the fees paid to
the Manager during the year are disclosed in note 3 to the Financial Statements.
The Manager is authorised and regulated by the FCA.
M&M Investment Company Limited (“MMIC”), which is controlled by Mr Mark Sheppard who forms
part of the Manager’s management team, is the controlling Shareholder of the Company. Further
details regarding this are set out in the Directors’ Report on page 34.
Manchester and London Investment Trust plc
28
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Alternative Investment Fund Managers Directive (the “AIFMD”)
The Company permanently exceeded the sub-threshold limit under the AIFMD in 2017 and
MLCM was appointed as the Company’s AIFM with effect from 17 January 2018. Following their
appointment as the AIFM, MLCM receives an annual risk management and valuation fee of £59,000
to undertake its duties as the AIFM in addition to the portfolio management fees set out above.
The AIFMD requires certain information to be made available to investors before they invest and
requires that material changes to this information be disclosed in the Annual Report.
Remuneration
In the year to 31 July 2025, the total remuneration paid to the employees of the Manager was
£629,000 (2024: £460,000), payable to an average employee number throughout the year of four
(2024: three).
The management of MLCM is undertaken by Mr Mark Sheppard and Mr Richard Morgan, to whom a
combined total of £530,000 (2024: £421,000) was paid by the Manager during the year.
The remuneration policy of the Manager is to pay fixed annual salaries, with non-guaranteed
bonuses, dependent upon performance only. These bonuses are generally paid in the Company’s
Shares, released over a five-year period.
Leverage
The leverage policy has been approved by the Company and the AIFM. The policy limits the
leverage ratio that can be deployed by the Company at any one time to 275% (gross method)
and 250% (commitment method). This includes any gearing created by its investment policy. This
is a maximum figure as required for disclosure by the AIFMD regulation and not necessarily the
amount of leverage that is actually used. The leverage ratio as at 31 July 2025 measured by the
gross method was 120.2% and that measured by the commitment method was 111%.
Leverage is defined in the Glossary on page 92.
Risk profile
The risk profile of the Company as measured through the Summary Risk Indicator (“SRI”) score, is
currently at a 6 on a scale of 1 to 7 as at 31 July 2025 (31 July 2024: 6). This score is calculated on past
performance data using prescribed PRIIPS methodology. Liquidity, counterparty and currency risks
are not captured on the scale. The Manager will periodically disclose the current risk profile of the
Company to investors. The Company will make this disclosure on its website at the same time as it
makes its Annual Report and Financial Statements available to investors or more frequently at its
discretion.
For further information on SRI – including key risk disclaimers – please read the Fund Key Information
Document available at https://mlcapman.com/manchester-london-investment-trust-plc/
Manchester and London Investment Trust plc
29
Annual Report & Financial Statements 2025
Liquidity arrangements
The Company currently holds no assets that are subject to special arrangements arising from their
illiquid nature. If applicable, the Company would disclose the percentage of its assets subject to
such arrangements on its website at the same time as it makes its Annual Report and Financial
Statements available to investors, or more frequently at its discretion.
Continuing appointment of the Manager
The Board keeps the performance of MLCM, in its capacity as the Company’s Manager, under
continual review. It has noted the good long-term performance record and commitment, quality
and continuity of the team employed by the Manager. As a result, the Board concluded that it is
in the best interests of the Shareholders as a whole that the appointment of the Manager on the
agreed terms should continue.
Human rights, employee, social and community issues
The Board consists entirely of non-executive Directors. The Company has no employees and day-to-
day management of the business is delegated to the Manager and other service providers. As an
investment trust, the Company has no direct impact on the community or the environment, and
as such has no human rights or community policies. In carrying out its investment activities and in
relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
Further details of the Environmental, Social and Governance policy can be found in the Statement
of Corporate Governance on pages 44 and 45. Details of the Company’s Board composition and
related diversity considerations can be found in the Statement of Corporate Governance on page
40.
Gender diversity
At 31 July 2025, the Board comprised four male Directors. As stated in the Statement of Corporate
Governance, the appointment of any new Director is made on the basis of merit.
Approval
This Strategic Report has been approved by the Board and signed on its behalf by:
Daniel Wright
Chairman
24 September 2025
Manchester and London Investment Trust plc
30
STRATEGIC REPORT continued
Annual Report & Financial Statements 2025
Manchester and London Investment Trust plc
31
Annual Report & Financial Statements 2025
Manchester and London Investment Trust plc
32
Annual Report & Financial Statements 2025
DIRECTORS
All the Directors are non-executive. Mr Morris, Sir James Waterlow and Mr Wright are independent
of the Company’s Manager.
Daren Morris
Mr Morris was appointed to the Board of the Company on 10 December 2021. He is the Company’s
Senior Independent Director (“SID”). He was CFO and interim CEO of Big Technologies PLC, a
company listed on AIM and active in the provision of advanced technology for the electronic
monitoring of individuals. Mr Morris was previously CFO of Volex PLC from 2015 to 2020. He was part
of the executive management team that led a turnaround of Volex and drove a quadrupling of
the share price over the period. He spent the first eighteen years of his career in investment banking
and accountancy and was a Managing Director at both UBS Investment Bank and Morgan Stanley,
advising manufacturing and technology companies on their expansion and financing strategies.
Daren’s public company board experience includes Big Technologies plc, Volex plc, Easynet plc
and Nexen Tech Corporation. Daren is a qualified chartered accountant (ICAEW ACA 1997) and
read Physics at Trinity College, Oxford.
Mr Morris is Chairman of the Audit Committee.
Number of Listed Company Directorships: 1
Brett Miller
Mr Miller was appointed to the Board on 30 August 2013. He presently also serves as a director
of SLF Realisation Fund Limited, Achilles Investment Company Limited and Ecofin US Renewables
Infrastructure Trust Plc. In addition he is a director of a number of unlisted and/or private companies.
He graduated from the University of the Witwatersrand (South Africa) with a bachelors degree
majoring in law and economics and additionally holds a law degree from the London School of
Economics. He qualified as a solicitor and practised until 1997. Mr Miller is head of compliance,
governance and risk oversight, holds the SMF16 and SMF17 roles under the Senior Managers and
Certification Regime and also sits on the risk management committee of MLCM, the Company’s
Manager.
Mr Miller is not a member of the Audit Committee.
Number of Listed Company Directorships: 3
Sir James Waterlow
Sir James Waterlow was appointed to the Board on 17 August 2020. He has specialised in investment
trusts for thirty years, for the past sixteen as a partner on the Investment Funds team at Singer
Capital Markets. During his career he has advised approximately thirty investment trust boards and
worked on a significant number of transactions, raising over £5 billion for new and existing funds.
Sir James Waterlow is a member of the Audit Committee.
Number of Listed Company Directorships: 1
Daniel Wright
Mr Wright was appointed to the Board on 29 October 2018. He was the executive chairman of
Science in Sport Plc, appointed in October 2023 to lead the turnaround of that business. He is a non-
executive director of SolasCure Limited and non-executive chairman of Uinsure Group Holdings.
Mr Wright was previously the founder partner, chief operating officer and head of portfolio at
NorthEdge Capital, executive chairman of Accrol Group Holdings Plc, and Chairman of Vision
Support Services Group Limited, a private company that he founded and grew to become
Europe’s leading distributor of textiles to the hospitality sector. He has also held previous roles at
Cable Partners LLC, Deutsche Morgan Grenfell Private Equity and The Royal Bank of Scotland.
Mr Wright qualified as a chartered accountant with Arthur Andersen in 1996.
Mr Wright is the Chairman of the Board.
Number of Listed Company Directorships: 1
Manchester and London Investment Trust plc
33
Annual Report & Financial Statements 2025
The Directors present their report and the audited Financial Statements for the year ended 31 July 2025.
Directors
The current Directors of the Company are listed on page 32. All served throughout the year under
review.
Details about the re-election of the Directors are given in the Statement of Corporate Governance
on page 40.
Share capital
As at 31 July 2025, the Company’s issued share capital comprised 40,528,238 Shares of 25 pence
each (total nominal value £10,132,059.50), of which 2,179,259 (5.37%) were held in Treasury.
At general meetings of the Company, Shareholders are entitled to one vote on a show of hands
and on a poll, to one vote for every Share held. Shares held in Treasury do not carry voting rights.
In circumstances where Chapter 11 of the Listing Rules would require a proposed transaction to be
approved by Shareholders, the controlling Shareholder (see page 34 for further details) shall not
vote its Shares on that resolution. In addition, any Director of the Company appointed by MMIC,
the controlling Shareholder, shall not vote on any matter where conflicted and the Directors will act
independently from MMIC and have due regard to their fiduciary duties.
Issue of Shares
At the Annual General Meeting held on 6 November 2024, Shareholders approved the Board’s
proposal to authorise the Company to allot Shares up to an aggregate nominal amount of
£2,507,938. In addition, the Directors were authorised to issue Shares and sell Shares from Treasury
up to an aggregate nominal value of £1,003,175 on a non-pre-emptive basis. This authority is due
to expire at the Company’s forthcoming AGM on 5 November 2025.
There were no share issues during the year.
As at the latest practicable date of 17 September 2025, the total voting rights were 38,024,587.
Purchase of Shares
At the Annual General Meeting held on 6 November 2024, Shareholders approved the Board’s
proposal to authorise the Company to acquire up to 14.99% of its issued Share capital (excluding
Treasury Shares) amounting to 6,015,040 Shares. This authority is due to expire at the Company’s
forthcoming AGM on 5 November 2025. Since September 2021, the highest price the Company has
paid for shares held in Treasury was 928 pence. The average cost per share of the shares held in
Treasury was 744 pence. As at 31 July 2025, the share price was 930 pence.
During the year, 1,844,039 Shares have been bought back and at 31 July 2025 there were 40,528,238
Shares in issue of which 2,179,259 were held in treasury. After the year end, 324,392 shares were bought
back into Treasury, at an average price of 883p, increasing the number of shares held in Treasury to
2,503,651.
Sale of Shares from Treasury
At the Annual General Meeting held on 6 November 2024, Shareholders approved the Board’s
proposal to authorise the Company to waive pre-emption rights in respect of Treasury Shares up to
an aggregate amount of £1,003,175 and to permit the allotment or sale of Shares from Treasury at a
discount to a price at or above the prevailing NAV. This authority is due to expire at the Company’s
forthcoming AGM on 5 November 2025.
No Shares were sold from Treasury during the year. As at the latest practicable date of 17 September
2025, 2,503,651 Shares are held in Treasury.
DIRECTORS’ REPORT
Manchester and London Investment Trust plc
34
Annual Report & Financial Statements 2025
Substantial shareholdings
The Company has been informed of the following notifiable interests in the Company’s Share
capital carrying voting rights as at 31 July 2025:
Number of
Shares held
% of total
voting rights
M&M Investment Company Limited* 23,874,710 62.26
Following the year end, the Company has been informed that there has been a change in interests
as at the latest practicable date. As at the latest practicable date, the notifiable interests in the
Company’s Share capital is:
Number of
Shares held
% of total
voting rights
M&M Investment Company Limited* 23,874,710 62.79
* Figures include shares held by connected parties.
Controlling Shareholder
MMIC, which is controlled by Mr Mark Sheppard who forms part of the investment management
team at MLCM, is the controlling Shareholder of the Company.
The Company has in place a continuing written and legally binding relationship agreement
with MMIC and its associates. Since entering the relationship agreement, the Company has fully
complied with the independence provisions included within this agreement and, so far as the
Company is aware, the independence provisions included in this agreement have also been
complied with during the period under review by the controlling Shareholder and its associates.
The relationship agreement is available on the Company’s website.
Under the shareholder relationship agreement between the Company and MMIC, the Controlling
Shareholder can appoint non-executive Directors to the Board, as long as the majority of these
appointments are deemed to be independent from MMIC and the appointment of all Directors
are not to the detriment of the Shareholders as a whole.
As at the latest practicable date, MMIC holds 62.79% of the total voting rights of the Company.
Information about securities carrying voting rights
The following information is disclosed in accordance with the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 and DTR 7.2.6 of the FCA’s Disclosure
Guidance and Transparency Rules.
• The Company’s capital structure and voting rights are summarised on page 33.
• Details of the substantial Shareholders of the Company are set out on page 34.
• An amendment to the Company’s Articles of Association and the giving of powers to issue
or buy back the Company’s Shares requires an appropriate resolution to be passed by
Shareholders. Proposals to grant powers to the Board to issue and buy back Shares are set
out in the Notice of the Annual General Meeting.
• There are no restrictions concerning the transfer of securities in the Company; no restrictions on
voting rights (with the exception of those disclosed on page 33); no special rights with regard
to control attached to securities; no agreements between holders of securities regarding their
transfer known to the Company; and no agreements which the Company is party to that might
affect its control following a successful takeover bid (however, refer to the paragraph regarding
the Controlling Shareholder above for details on the relationship agreement).
DIRECTORS’ REPORT continued
Manchester and London Investment Trust plc
35
Annual Report & Financial Statements 2025
Dividends
Details of the interim dividend and special dividends paid by the Company during the year and
the final dividend recommended by the Board are set out in the Strategic Report on page 23.
Events after the reporting period
There are no post balance sheet events to report.
Financial risk management
The principal financial risks and the Company’s policies for managing these risks are set out in note
16 to the Financial Statements.
Corporate Governance
The Statement of Corporate Governance on pages 37 to 46 forms part of the Directors’ Report.
Going concern
The Directors consider that it is appropriate to adopt the going concern basis in preparing the
Financial Statements. After making enquiries, and considering the nature of the Company’s
business and assets, the Directors consider that the Company has adequate resources to continue
in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have
considered the liquidity of the portfolio and the Company’s ability to meet obligations as they
fall due for a period of at least 12 months from the date that these Financial Statements were
approved.
Cash flow projections have been reviewed and provide evidence that the Company has sufficient
funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the
dividend policy. Additionally, Value at Risk scenario analyses to demonstrate that the company
has sufficient capital headroom to withstand market volatility are performed periodically.
Viability statement
The Directors have assessed the prospects of the Company over a five-year period. The Directors
consider five years to be a reasonable time horizon to consider the continuing viability of the
Company, however they also consider viability for the longer-term foreseeable future.
In their assessment of the viability of the Company, the Directors have considered each of the
Company’s principal risks and uncertainties as set out in the Strategic Report on pages 24 to 26 and
in particular, have considered the potential impact of a significant fall in global equity markets on
the value of the Company’s investment portfolio overall. The Directors have also considered the
Company’s income and expenditure projections and the fact that the Company’s investments
mainly comprise readily realisable securities which could be sold to meet funding requirements if
necessary. On that basis, the Board considers that five years is an appropriate time period to assess
continuing viability of the Company.
In forming their assessment of viability, the Directors have also considered:
• internal processes for monitoring costs;
• expected levels of investment income;
• the performance of the Manager;
• portfolio risk profile;
• liquidity risk;
• gearing limits;
• counterparty exposure; and
• financial controls and procedures operated by the Company.
Manchester and London Investment Trust plc
36
Annual Report & Financial Statements 2025
The Board is satisfied with the ongoing services provided to the Company by its service providers.
Based upon these considerations, 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 over the five-year period.
Greenhouse gas emissions
The Company has no greenhouse gas emissions to report from its operations, nor does it have
responsibility for any other emissions producing sources, including those within its underlying
portfolio. As the Company’s energy consumption falls under the minimum 40,000 kWh reporting
threshold set by the Streamlined Energy and Carbon Reporting framework, the Company is exempt
from making energy consumption disclosures.
Donations
The Company made no political or charitable donations during the year.
Auditor information
The Directors who held office at the date of approval of the Directors’ Report confirm that, so far
as they are each aware, there is no relevant audit information of which the Company’s Auditor is
unaware, and each Director has taken all the steps that he ought to have taken as a Director to
make himself aware of any relevant audit information and to establish that the Company’s Auditor
is aware of that information.
Annual General Meeting
The Annual General Meeting of the Company will be held virtually on Wednesday, 5 November
2025 at 12.00 noon.
The notice convening the Annual General Meeting is set out on page 94 and includes an
explanation of the items of business to be considered at the meeting. This notice can also be found
on the Company’s website.
Disclosures required by FCA Listing Rule 6.6.1
Listing Rule 6.6.1 requires the Company to include specified information 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 no additional disclosures are required in relation to Listing Rule 6.6.1.
By order of the Board
MUFG Corporate Governance Limited
Company Secretary
24 September 2025
DIRECTORS’ REPORT continued
Manchester and London Investment Trust plc
37
Annual Report & Financial Statements 2025
STATEMENT OF CORPORATE
GOVERNANCE
Statement of Corporate Governance
This corporate governance statement forms part of the Directors’ Report.
Introduction
The Board is accountable to Shareholders for the governance of the Company’s affairs and is
committed to maintaining high standards of corporate governance and the principles of good
governance as set out in the UK Corporate Governance Code (the “UK Code”) issued by the
Financial Reporting Council in July 2018, a copy of which can be found at www.frc.org.uk.
Statement of compliance with the UK Code
Pursuant to the Listing Rules of the FCA, the Company is required to provide Shareholders with a
statement on how the principles set out in the UK Code have been applied and whether the Company
has complied with the provisions of the UK Code. The Board recognises the importance of a strong
corporate governance culture and has established a framework for corporate governance which it
considers to be appropriate to the business of the Company as an investment trust.
The Board has reviewed the principles and provisions of the UK Code and considers that it has
complied throughout the year, except as disclosed below:
• in light of the responsibilities retained by the Board and the Audit Committee and the
responsibilities delegated to the Company’s third party service providers, including the
Manager, the Company has not appointed a chief executive officer;
• given the structure and size of the Company, the Board does not consider it necessary to
appoint separate management engagement, remuneration or nomination committees,
and the roles and responsibilities normally reserved for these committees are matters for the
full Board; and
• the Company does not have an internal audit function as all of the Company’s management
functions are performed by third parties whose internal controls are reviewed by the Board.
However, the need for an internal audit function is reviewed by the Audit Committee
annually.
Last year, the Company appointed Daren Morris as a SID (see page 32). This appointment fulfills
Provision 12 of the UK Code, providing a sounding board for the Chairman and serving as an
intermediary for the other Directors and shareholders.
Manchester and London Investment Trust plc
38
Annual Report & Financial Statements 2025
Board of Directors
Under the leadership of the Chairman, the Board is responsible for the effective stewardship of the
Company’s affairs, including corporate strategy, corporate governance, risk assessment and the
investment policy. The Directors have overall responsibility for review of the Company’s investment
activity and performance and the control and supervision of the Manager and other service providers
of the Company.
The Board consists of four non-executive Directors, three of whom are considered to be independent
of the Company’s Manager. The Board seeks to ensure that it has an appropriate balance of skills
and experience and considers that, collectively, the Directors have an appropriate balance of
skills, experience, independence and knowledge of the Company to enable it to provide effective
strategic leadership and proper governance of the Company.
The terms and conditions of appointment of the Directors are formalised in letters of appointment,
copies of which are available for inspection from the Company’s registered office. None of the
Directors has a contract of service with the Company nor has there been any other contract or
arrangement between the Company and any Director at any time during the year.
The Board has ensured that all Directors continually update the skills and knowledge required
to fulfil their role both on the Board and the Audit Committee. The Directors have access to the
advice and services of the Company Secretary who is responsible to the Board for ensuring that
established Board procedures and applicable rules and regulations are complied with.
Chairman
The Chairman leads the Board and is responsible for its overall effectiveness in directing the
Company. He promotes a culture of openness and debate and facilitates constructive Board
relations and the effective contribution of all Directors. In liaison with the Company Secretary, he
ensures that the Directors receive accurate, timely and clear information. The Chairman, Daniel
Wright, is deemed by his fellow independent Board members to be independent and free of
any conflicts of interest. He considers himself to have sufficient time to spend on the affairs of the
Company. The role and responsibilities of the Chairman are clearly defined and set out in writing,
copies of which are available on the Company’s website.
STATEMENT OF CORPORATE
GOVERNANCE continued
Manchester and London Investment Trust plc
39
Annual Report & Financial Statements 2025
Independence of the Directors
As part of its annual review, the Board reviewed the independence status of each Director and
the Board as a whole. In the Board’s opinion, Mr Morris, who is the Company’s SID, Sir James
Waterlow and Mr Wright are considered to be independent of the Manager in both character and
judgement that they perform their duties at all times in an independent manner and that there are
no relationships or circumstances which are likely to affect the judgement of any Director.
As set out on page 32, Mr Miller is head of governance and risk oversight, holds the SMF16 and
SMF17 roles under the Senior Managers and Certification Regime and sits on the risk management
committee at MLCM, the Company’s Manager. Therefore, Mr Miller is not deemed to be
independent of the Manager. Due to his non-independent status, Mr Miller abstains from discussions
about the continuing appointment of the Manager.
Following completion of the review process, the Board is of the opinion that Mr Miller continues
to provide effective contributions to the performance of the Board and is committed to his role.
As regards his effectiveness, Mr Miller’s biographical details set out on page 32 demonstrate the
experience he brings to the Board, which is complementary to that of the other Directors.
Apart from Mr Miller, none of the Directors or any persons connected with them had a material interest
in the transactions and arrangements of, or the agreement with, the Manager during the year.
Performance review
The Board has established a questionnaire-based process for the annual review of the performance
of the Board, the Audit Committee and the individual Directors, led by the Chairman. The Chairman
acts on the results of the review by recognising the strengths and addressing any weaknesses of the
Board, as appropriate.
Following this year’s review, the Board is satisfied that the structure, mix of skills and operation of the
Board continue to be effective and relevant for the Company, offering a balance of independence
and knowledge of the Company to enable it to provide effective strategic leadership and proper
governance of the Company. The performance of each of the Directors continues to be effective
and demonstrates commitment to the role and having considered the Directors’ other time
commitments and directorships. The Board is satisfied that each Director has the capacity to be
fully engaged with the Company’s business.
The Board does not consider the use of external consultants to conduct this review is likely to
provide any meaningful advantage over the process that has been adopted. However, the option
of doing so will be regularly reviewed.
Manchester and London Investment Trust plc
40
Annual Report & Financial Statements 2025
Gender & Diversity
The following disclosures are provided in respect of the FCA Listing Rules targets that: i) 40% of a
board should be women; ii) at least one senior role should be held by a woman; and iii) at least one
board member should be from a non-white ethnic background, as defined by the Office of National
Statistics (ONS) criteria. As an externally managed investment company with no chief executive
officer (CEO) or chief financial officer (CFO), the roles which qualify as senior under FCA guidance are
Chair and Senior Independent Director (SID). The Board also considers the role of Audit Committee
Chair to represent a senior role within this context. The Board has considered that the Company’s
year end date to be the most appropriate date for disclosure purposes. There have been no changes
since 31 July 2025, data has been collected on a self-reporting basis and the Directors were asked
to confirm that the data reported at 31 July 2024 remained valid and correct. As at 31 July 2025, the
Board comprised four Non-Executive Directors, all men, and included two chartered accountants,
one investment trust specialist and a former qualified lawyer. The Board’s recruitment process seeks
to draw upon as diverse a pool of candidates as possible, including men and women from across
all ethnic backgrounds working in the fields of science, industry, finance and technology. The Board
is committed to considering meritocracy at all stages of recruitment to the Board and has worked
hard to ensure the broadest range of candidates are found when recruiting new directors. When
recruiting directors, the Nomination Committee seeks to follow the diversity recommendations of the
various Governance Reviews, amongst other factors; consideration is given to all forms of diversity in
order to balance both the expertise on, and the structure of, the Board as a whole.
As at 31 July 2025, the Board did not comply with the FCA Listing Rule target with respect to ethnic
background nor was it compliant with respect to the 40% target for women or that one senior role
should be held by a woman. The Board’s ongoing succession planning will take this target into
consideration. If anyone reading this Annual Report believes they are a suitable candidate for a
non-executive director role on this board and wishes to be considered for succession planning,
please contact the Manager of the Company at ir@mlcapman.com with your CV.
Board as at 31 July 2025
Gender
Number of
Board Members
% of
the Board
Number of
senior positions
on the Board
Men 4 100% 2
Ethnic background
Number of
Board Members
% of
the Board
Number of
senior positions
on the Board
White British or Other White
(including minority white groups) 4 100% 2
Election/re-election of Directors
The Board does not have a specific policy on tenure. Under the Company’s Articles of Association
and in accordance with the UK Code, Directors are subject to election by Shareholders at the first
annual general meeting after their appointment. Thereafter, at each annual general meeting, any
Director who has not stood for re-election at either of the two preceding annual general meetings
shall retire and be subject to re-election. In addition, one-third of the Directors eligible to retire by
rotation shall retire from office at each annual general meeting.
Beyond these requirements, the Board has agreed a policy whereby all Directors will seek annual
re-election at the Company’s annual general meetings. This is in line with the recommendations of
the UK Code.
The Board has considered the re-election of Mr Wright, Mr Miller, Mr Morris and Sir James Waterlow
at the forthcoming Annual General Meeting and recommends this on the basis of their skills,
knowledge and continued contribution.
STATEMENT OF CORPORATE
GOVERNANCE continued
Manchester and London Investment Trust plc
41
Annual Report & Financial Statements 2025
Induction of new Directors
A procedure for the induction of new Directors has been established, including the provision of an
induction pack containing relevant information about the Company, its processes and procedures.
New appointees will have the opportunity of meeting with the Chairman and relevant persons at
the Manager.
Indemnity provisions
The Board has formalised arrangements under which Directors, in the furtherance of their duties,
may take independent professional advice. Under the Company’s Articles of Association, the
Directors are provided, subject to UK legislation, with an indemnity in respect of liabilities which
they may sustain or incur in connection with their appointment. Apart from this, there were no third
party indemnity provisions over the course of the year or since the year end.
Board responsibilities and relationship with the Manager
It is the responsibility of the Board to ensure that there is effective stewardship of the Company’s
affairs and that the Company meets its obligations to Shareholders. Strategic issues and all
operational matters of a material nature are determined by the Board and, in order to enable
them to discharge their responsibilities, Directors have full and timely access to relevant information.
Board responsibilities include:
• changes to the Company’s objective and investment policy;
• approval of annual and half-yearly reports and financial statements, circulars and other
Shareholder communications;
• appointment and removal of Directors;
• changes to the Company’s service providers; and
• use of gearing and derivative instruments for investment purposes.
The Board meets regularly and at each meeting reviews investment performance and financial
results and monitors compliance with the Company’s objectives.
The Board and Committee agendas are shaped to ensure that discussion is focused on the
Company’s strategic priorities, principal activities, reviews of significant issues and key elements of
the portfolio.
At each Board meeting, the Directors follow a formal agenda which is circulated in advance
by the Company Secretary. The Company Secretary, Administrator and Manager regularly
provide financial information, together with briefing notes and papers in relation to changes in
the Company’s economic and financial environment, statutory and regulatory changes and
corporate governance best practice.
The Company’s day-to-day functions have been subcontracted to a number of service providers,
each engaged under separate legal agreements. The management of the Company’s assets has
been delegated to MLCM, which has discretion to manage the assets in accordance with the
Company’s investment policy.
At each Board meeting, a representative from the Manager is in attendance to present verbal
and written reports covering the Company’s activities, portfolio and investment performance over
the preceding period. Ongoing communication with the Board is maintained between formal
meetings.
Manchester and London Investment Trust plc
42
Annual Report & Financial Statements 2025
Meetings
The Directors meet at regular Board meetings, with additional meetings arranged as necessary.
Board and Committee meetings held during the year 31 July 2025 and the attendance of the
individual Directors are shown below:
Board
Meetings
Audit
Committee
Number of meetings during the year 3 2
Daniel Wright 3/3 2/2
Brett Miller* 3/3 2/2
Daren Morris 3/3 2/2
Sir James Waterlow 3/3 2/2
* Mr Miller is not a member of the Audit Committee.
Committees
The Board is assisted in its operations by the Audit Committee, the terms of reference for which are
available on the Company’s website.
Audit Committee
The Audit Committee comprises Mr Wright, Mr Morris and Sir James Waterlow and since his appointment
on 10 December 2021 is chaired by Mr Morris. Mr Morris, a qualified chartered accountant, is deemed
to have recent and relevant financial experience and the Committee as a whole has competence
relevant to the investment trust sector.
A Report from the Audit Committee is set out on pages 47 to 49.
Conflicts of interest
It is the responsibility of each individual Director to avoid an unauthorised conflict of interest situation
arising. Directors must request authorisation from the Board as soon as they become aware of the
possibility of an interest that conflicts or might possibly conflict with the interests of the Company (a
“situational conflict”). The Company’s Articles of Association authorise the Board to approve such
situations, where deemed appropriate.
The Board is responsible for considering Directors’ requests for authorisation of situational conflicts
and for deciding whether or not the situational conflict should be authorised. The factors to be
considered will include: whether the situational conflict could prevent the Director from properly
performing his duties; whether it has, or could have, any impact on the Company; and whether it
could be regarded as likely to affect the judgement and/or actions of the Director in question. When
the Board is deciding whether to authorise a conflict or potential conflict, only Directors who have
no interest in the matter being considered are able to take the relevant decision, and in taking the
decision, the Directors must act in a way they consider, in good faith, will be most likely to promote the
Company’s success. The Directors are able to impose limits or conditions when giving authorisation if
they think this is appropriate in the circumstances.
A register of conflicts is maintained by the Company Secretary and is reviewed at Board meetings,
to ensure that any authorised conflicts remain appropriate. Directors are required to confirm at
these meetings whether there has been any change to their position.
STATEMENT OF CORPORATE
GOVERNANCE continued
Manchester and London Investment Trust plc
43
Annual Report & Financial Statements 2025
Internal control review
The Board is responsible for risk management and ensuring that the Company has in place an
effective system of internal financial controls designed to ensure the maintenance of proper
accounting records and the safeguarding of the Company’s assets. These systems are designed to
provide reasonable, but not absolute, assurance against material misstatement or loss. The Board
recognises its responsibility for regular review of all aspects of internal financial control.
The Board has established an ongoing process for identifying, evaluating and managing the principal
risks faced by the Company. This process is subject to regular review by the Board and is in accordance
with the FRC Guidance on Risk Management, Internal Control and Related Finance and Business
Reporting. The process was fully in place throughout the year and up to the date of approval of the
Financial Statements. The principal risks facing the Company and the actions taken to manage these
are detailed on pages 24 to 26.
The Board has established a series of parameters which are designed to limit the inherent risk in
managing a portfolio of investments and the Board receives regular reports from the Manager and
Administrator, which are reviewed in detail.
Internal control assessment process
The Board has contractually delegated responsibility for management of the investment portfolio,
risk management and the provision of accounting services to external service providers. This is after
full and proper consideration by the Board of the quality and cost of services offered, including the
financial control systems in operation insofar as they relate to the affairs of the Company.
The key procedures which have been established to provide effective internal control, are as
follows:
• Investment management and risk management are provided by MLCM. The Manager also
maintains the Company’s risk matrix. The Board is responsible for setting the overall investment
strategy, monitors the activity of the Manager and reviews the risk matrix regularly at
Board meetings. The Manager provides reports at these meetings, which cover investment
performance and compliance matters.
• Custody and safekeeping of assets is undertaken by Morgan Stanley & Co. International plc
and JP Morgan Securities PLC.
• The duties of investment management and custody of assets are segregated. The procedures
of the individual parties are designed to complement one another.
• MUFG Corporate Governance Limited provides company secretarial services to the
Company.
• Fund administration services are provided to the Company by its Administrator, Waystone
Administration Solutions (UK) Limited.
• The Directors of the Company clearly define the duties and responsibilities of the service
providers and advisers in terms of their contracts. The appointment of service providers
and advisers is conducted by the Board after consideration of the standing and reputation
of the parties involved. The Directors regularly monitor their ongoing performance and
contractual arrangements.
• For investments that are actively traded in organised financial markets, fair value is
determined by reference to Exchange quoted market prices at the close of business at the
end of the reporting period. The Administrator produces valuation reports independently for
the Board based on the Company’s valuation policy.
Manchester and London Investment Trust plc
44
Annual Report & Financial Statements 2025
• Liquidity risk is minimised by investing in a portfolio of quoted companies that are readily
realisable. The Manager reports to the Board if there is any material change in the liquidity
profile of the Company.
• The Board reviews in detail the financial information produced by the Administrator and the
Manager on a regular basis.
The Board has carried out a review of the effectiveness of the risk management and internal
control systems and how those systems operated throughout the year. The Directors confirm that
no significant failings or weaknesses were identified.
Company Culture
The Company’s defined purpose is to deliver its investment objective. The Directors agree that
establishing and maintaining a healthy corporate culture among the Board and in its interaction
with the Manager and Shareholders will support the delivery on its purpose, values and strategy.
The culture of the Board promotes a desire for good governance, mindful of the interests of the
Company’s stakeholders. The Board believes that, as an investment trust with no employees, this is
best achieved by working in partnership with the Manager.
The Company has a number of policies and procedures in place to assist with maintaining a culture
of good governance such as those relating to Diversity, Directors’ conflicts of interest and Directors’
dealings in the Company’s Shares. The Board assesses and monitors compliance with these policies
as well as the general culture of the Board through Board meetings and in particular during the
annual performance review process which is undertaken by each Director (for more information
see the performance review section on page 39).
The Board seeks to ensure the alignment of its purpose, values and strategy with its culture through
ongoing dialogue and engagement with its service providers, principally the Manager. The culture
of the Company’s service providers, including their policies, practices and behaviour, is considered
by the Board as a whole during the annual review of the performance and continuing appointment
of all service providers.
Environmental, social and governance policy
As an investment trust, the Company has adopted the environmental, social and governance
policy (“ESG”) of its Manager. This ESG policy can be found at the Manager’s website at
www.mlcapman.com/esg.
In addition, the Company’s ethical policy is focused on ensuring that the Company’s resources are
properly managed and invested within the guidelines approved by the Board.
The Company’s Manager ensures that investments are made in companies that it considers to be well
managed and subject to appropriate corporate governance. A well-managed company is considered
to be one which complies with all the relevant legislation and which meets the environmental, social,
community and ethical requirements of the country in which it operates. It is important to recognise
that local laws and requirements of some markets do not necessarily equate with those of developed
countries.
The Manager performs extensive investment analysis, assessing both the risk and the return of
targeted investments for the Company. The depth of its research provides comprehensive insights
into the many factors that affect the value of an investment, which also include environmental,
social and governance issues. This analysis is monitored by the Manager and reported to the Board.
STATEMENT OF CORPORATE
GOVERNANCE continued
Manchester and London Investment Trust plc
45
Annual Report & Financial Statements 2025
The Company’s ultimate objective is to maximise investment return for its Shareholders without
bearing an unacceptable level of risk. Accordingly, the Board and the Manager will seek to favour
companies that pursue best practice in governance.
The Company does not use a UK sustainability investment label pursuant to the FCA’s Sustainability
Disclosure Requirements and Labelling Regime. Sustainability labels help investors find products
that have a specific sustainability goal. The Company does not use a sustainability label because
it does not have a sustainability investment objective and does not commit to investing a minimum
proportion of its assets in companies that display environmental and/or social characteristics.
ESG in practice
Some examples of the Company’s ESG policy in practice are set out below:
• The Company is committed to caring for the environment and ensuring that its carbon
footprint is minimised. One of the main policies to achieve this is the encouragement of
the use of electronic communication with Shareholders, in order to save paper, printing
consumables and energy.
• The portfolio holds no exposure to mining or oil and gas exploration companies.
• The Manager’s team own cars which are electric vehicles.
• The Manager’s team travel to work on foot or on public transport and maximises its use of
public transport.
• The Manager looks to conduct all meetings virtually where possible.
Exercise of voting powers
The Board has agreed that a formal policy regarding voting in investee companies is not required.
It has given the Manager discretionary voting powers to vote how it deems appropriate whilst
maintaining a primary focus on financial returns. The Manager utilised the votes of the Company
on twelve different occasions during the year (2024: seven).
Stakeholder Engagement (s172 Statement)
Background
The Directors have a duty (under section 172 of the Companies Act 2006) to promote the success of
the Company for the benefit of Shareholders as a whole. In doing so, the Directors must have regard
to other broader matters including the likely long-term consequences of any decision, and on the
need to foster the Company’s relationships with its employees, suppliers, customers and others and to
have regard to their interests, the impact of the Company on the community and the environment,
and the desirability of maintaining a reputation for high standards of business conduct.
Stakeholders
The Board seeks to understand the needs and priorities of the Company’s stakeholders and these are
taken into account during all its discussions and as part of its decision-making. The Chairman ensures
that the Board as a whole has a clear understanding of the views of Shareholders by receiving regular
updates from the Manager.
Manchester and London Investment Trust plc
46
Annual Report & Financial Statements 2025
During the year under review, the Board has continued to discuss and monitor which parties should be
considered as stakeholders of the Company and has again concluded that, as the Company is an
externally managed investment trust and does not have any employees or customers in the traditional
sense, the Company primarily owed a duty of care to its Shareholders. Furthermore, as a Company
with a majority Shareholder, safeguarding the interests of minority Shareholders was considered of
particular importance. Due to the Company’s relatively small size, the Board considered the impact
on parties other than its Shareholders to be minimal and in line with the FRC Guidance in relation
to section 172(1) statements, this statement focuses on stakeholders that are considered key to the
Company’s business, and therefore does not cover every stakeholder in the Company. The section
below discusses the actions taken by the Company to ensure that the interests of the Shareholders
are taken into account.
The Board is committed to maintaining open channels of communication and to engage with
Shareholders in a manner which they find most meaningful, in order to gain an understanding of the
views of Shareholders. These include:
• Annual General Meeting – The Company welcomes and encourages attendance and
participation from Shareholders at virtual AGMs and General Meetings, Shareholders have
the opportunity to virtually meet the Chairman, the Directors and the Manager and to
address questions to them directly.
• Shareholder meetings – Unlike trading companies, Shareholders in investment companies
often meet with the Manager rather than with members of the board. Throughout the
period, the Manager contacted Shareholders and private client investment managers who
have holdings in the Company. These contacts and any subsequent meetings are reported
to the Directors. After each meeting, contact with the Chairman is offered to Shareholders
should any of their concerns remain unrectified in the meeting with the Manager.
Feedback from meetings between the Manager and Shareholders is shared with the Board.
The Chairman, the Chairman of the Audit Committee or other members of the Board are
available to meet with Shareholders to understand their views on governance and the
Company’s performance where they wish to do so.
• Publications – The Annual Report and Half-Year results are made available on the Company’s
website and are circulated to those Shareholders requesting hard copies. These reports
provide Shareholders with a clear understanding of the Company’s portfolio and financial
position. Feedback and/or questions the Company receives from Shareholders help the
Company evolve its reporting, aiming to render the reports and updates transparent and
understandable. The information contained in the reports is supplemented by regular NAV
announcements and a monthly factsheet available on the Company’s website.
• Shareholder concerns – Any issues of concern can be addressed to the Board by any
Shareholder by emailing the Company Secretary at mlitcosec@cm.mpms.mufg.com.
The Manager can be contacted regarding any matters within the scope of its role at
IR@mlcapman.com. The Independent Directors and other members of the Board are also
available to Shareholders if they have concerns that have not been addressed through the
normal channels.
The above mechanisms for engaging with stakeholders are kept under review by the Directors and
will be discussed on a regular basis at Board meetings to ensure that they remain effective. The
Board recognises the importance of engaging with its core stakeholders, and of taking account
of their interests when making decisions. Should the Shareholders of the Company wish to contact
the Chair of the Company, they can do so by contacting the registered office of the Company.
STATEMENT OF CORPORATE
GOVERNANCE continued
Manchester and London Investment Trust plc
47
Annual Report & Financial Statements 2025
REPORT FROM THE AUDIT
COMMITTEE
I am pleased to present the Audit Committee (the “Committee”) report for the year ended 31 July
2025. The composition of the Committee is set out on page 42.
Role of the Audit Committee
The primary responsibilities of the Committee are to:
• monitor the integrity of the financial statements of the Company and review the financial
reporting process and the accounting policies;
• keep under review the effectiveness of the Company’s internal control environment and risk
management systems;
• make recommendations to the Board in relation to the re-appointment or removal of the
external Auditor and its remuneration and to approve its terms of engagement; and
• oversee the relationship with the external Auditor, which includes reviewing the effectiveness
of the audit process, developing and implementing a policy on the supply of non-audit
services by the Auditor and reviewing and monitoring the Auditor’s independence and
objectivity.
The Committee has direct access to the Auditor, who is also invited to attend the Committee
meeting at which the Annual Report and Financial Statements are reviewed.
Matters considered in the year
The Committee met twice during the financial year. Details of the composition of the Committee,
attendance and how its performance review has been conducted are detailed in the Statement of
Corporate Governance on pages 37 to 46.
The Committee has:
• reviewed the internal controls and risk management systems of the Company and those of
its third party service providers;
• reviewed and, where appropriate, updated the Company’s principal risks and uncertainties;
• agreed the audit plan with the Auditor, including the principal areas of focus, and agreed
the audit fee;
• received and discussed with the Auditor its report on the results of the audit; and
• reviewed the Company’s half-yearly and annual financial statements and advised the
Board accordingly.
The Audit Committee has reviewed and, where appropriate, updated the risk matrix. This is done
on a six-monthly basis.
Manchester and London Investment Trust plc
48
Annual Report & Financial Statements 2025
Significant issues
The significant issues considered by the Committee in relation to the Company’s Annual Report
and Financial Statements were:
• Valuation of investments: During the year, the Committee reviewed the valuation process
for the Company’s investments and the systems in place to ensure the accuracy of these
valuations, their validity in light of liquidity and the criteria used by the Manager and the
Company’s Auditor when assessing whether valuations are appropriate.
• Internal control systems: The Committee reviewed the internal control systems by continually
monitoring the services and controls of its third party service providers. There were no
significant matters of concern identified in the Committee’s review of the internal controls of
its third party service providers.
• Going concern and long-term viability: The Committee assessed every six months that it
remained appropriate to prepare the Company’s Financial Statements on a going concern
basis, and made its recommendations to the Board. The Board’s conclusions are set out
on page 35. The Committee also considered the longer-term viability statement within the
Annual Report for the year ended 31 July 2025. This statement is set out on pages 35 and 36.
Following consideration and detailed review of the above, the Committee was of the opinion
that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable, and provide the information necessary to assess the Company’s position and
performance, business model and strategy, and advised the Board accordingly.
Auditor
Deloitte LLP (“Deloitte”) were appointed as the Company’s Auditor on 28 November 2016, in relation
to the audit for the year ended 31 July 2017. Their appointment was approved by Shareholders at
the Annual General Meeting held on 27 November 2017.
Michael Caullay is the audit partner for 2024/2025.
In accordance with audit tender requirements, the Company, being a public interest entity, intends
to carry out an audit tender during 2026 in respect of the 2027 audit.
Audit fees and non-audit services provided by the Auditor
The Committee reviewed and approved the audit plan and fees presented by the Auditor and
considered its report on the Financial Statements. Details of the audit fee for the year ended 31 July
2025 are set out in note 4 to the Financial Statements.
The Committee reviews the need for non-audit services and authorises such on a case-by-case
basis, giving consideration to the cost effectiveness of the services and the independence and
objectivity of the Auditor, and taking into account relevant UK law, regulation, ethical standards
and other professional and regulatory requirements. Non-audit work may be given to the external
Auditor unless there is a conflict of interest or someone else is considered to have more relevant
experience. Any non-audit work to be carried out by the Auditor, including any special projects,
must be approved by the Committee in advance. No non-audit services were provided by the
Auditor during the year (2024: nil).
REPORT FROM THE AUDIT
COMMITTEE continued
Manchester and London Investment Trust plc
49
Annual Report & Financial Statements 2025
Independence and objectivity of the Auditor
As part of the review of the Auditor’s independence and objectivity, Deloitte has confirmed that it
is independent of the Company and has complied with relevant auditing and ethical standards. In
evaluating Deloitte, the Committee has taken into consideration the standing, skills and experience
of the firm and the audit team. The Committee, from direct observation and enquiry of the Manager,
the Administrator and the Company Secretary, is satisfied that Deloitte is both independent and
effective at carrying out its responsibilities. Deloitte’s performance will continue to be reviewed
annually taking into account all relevant governance guidance and best practice. Should the
Auditor become aware of any situation that might potentially compromise its independence, the
Committee expects the Auditor to bring that situation to its attention at the earliest opportunity.
Effectiveness of external audit
The Chairman of the Committee maintains regular contact with the Auditor and the Committee
has considered the performance of the Auditor, the services provided by it during the year and
reviewed its independence and objectivity.
The Committee also monitors and reviews the effectiveness of the external audit process for the
Annual Report, including a detailed review of the audit plan and audit results report and discussion
of these with the Auditor, and makes recommendations to the Board on the appointment/re-
appointment, remuneration and terms of engagement of the Auditor. Any concerns regarding
the effectiveness of the external audit process would be reported to the Board. No concerns were
raised in respect of the year ended 31 July 2025.
Re-appointment of the Auditor
In determining whether to recommend the re-appointment of the Auditor, the Committee takes
into account their effectiveness, relevant knowledge and value added service together with value
for money. On the basis of this assessment, the Committee recommended to the Board to propose
the re-appointment of Deloitte as Auditor to the Company at the forthcoming Annual General
Meeting.
Daren Morris
Chairman of the Audit Committee
24 September 2025
Manchester and London Investment Trust plc
50
Annual Report & Financial Statements 2025
DIRECTORS’ REMUNERATION
REPORT
The Board has prepared this report in accordance with Schedule 8 of The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (Accounting Regulations) as
amended in respect of the year ended 31 July 2025. An ordinary resolution for the approval of this
Report will be put to Shareholders at the forthcoming Annual General Meeting.
The law requires the Company’s Auditor to audit certain disclosures provided. Where disclosures
have been audited, they are indicated as such. The Auditor’s opinion is included in the Independent
Auditor’s Report on pages 58 to 67.
Annual statement from Chairman
I am pleased to present the Directors’ Remuneration Report for the year ended 31 July 2025.
The Board reviewed the level of remuneration payable to each Director during the year. Each
Director of the Company takes no part in discussions concerning their own remuneration.
The Chairman is paid a fee of £35,000, the Audit Committee Chairman is paid a fee of £30,000, the fee
paid to other independent Directors is £27,000 and the fee for non-independent Directors is £25,000.
The Directors’ Remuneration Policy was approved by shareholders at the 2024 Annual General
Meeting. The Board does not propose to make any changes to the existing remuneration policy.
There will be no significant change in the way the remuneration policy is implemented during the
course of the next financial year.
Directors’ emoluments for the year (audited)
The Directors who served during the year received the following emoluments in the form of fees:
Fees Expenses* Total
Year to
31 July
2025
£
Year to
31 July
2024
£
Year to
31 July
2025
£
Year to
31 July
2024
£
Year to
31 July
2025
£
Year to
31 July
2024
£
Daniel Wright (Chairman) 35,000 30,333 – 1,168 35,000 31,501
Brett Miller 25,000 21,667 – – 25,000 21,667
Daren Morris 30,000 26,667 – – 30,000 26,667
Sir James Waterlow 27,000 23,667 – – 27,000 23,667
117,000 102,334 – 1,168 117,000 103,502
* Travel expenses incurred in relation to attendance at Board and Committee meetings of the Company.
Manchester and London Investment Trust plc
51
Annual Report & Financial Statements 2025
Annual percentage change to Director emoluments
Fees Percentage change
Year to
31 July 2025
£
Year to
31 July 2024
£
2024-2025
%
2023-2024
%
2022-2023
%
2021-2022
%
2020-2021
%
Daniel Wright
(Chairman)* 35,000 30,333 15.4 5.8 2.7 16.9 41.4
Brett Miller 25,000 21,667 15.4 8.3 – 1.7 22.9
Daren Morris** 30,000 26,667 12.5 6.7 55.1 N/A –
David Harris*** – – – – – (67.9) 43.0
Sir James Waterlow 27,000 23,667 14.1 7.6 – 5.5 N/A
117,000 102,334
* Mr Wright was appointed Chairman on 26 November 2021
** Mr Morris was appointed as non-executive Director of the Company and Chairman of the Audit Committee
on 10 December 2021.
*** Mr Harris resigned as director on 26 November 2021.
Company performance
The graph below shows the Company’s long-term total return performance (Share Price return plus
dividends paid) since the inception of MLCM (which is when the current Management team
formed) being 22 September 2015.
Source: Bloomberg.
* VWRL, which provides a representative measure of performance against a broad global equity index.
50
100
600
550
500
350
300
450
400
150
200
250
2016 2017 2018 2019 2020 2021 2022 2023
20252024
MNL
515.34412
VWRL*
334.98712
Manchester and London Investment Trust plc
52
Annual Report & Financial Statements 2025
Relative importance of spend on pay
The table below shows the proportion of the Company’s income spent on pay.
2025
£’000
2024
£’000
%
Change
Dividends payable to Shareholders in respect of the
financial year 10,853 8,441 28.6
Management fee 2,447 1,458 67.8
Total remuneration paid to Directors 117 102 14.7
Directors’ interests (audited)
There is no requirement under the Company’s Articles of Association for Directors to hold Shares in
the Company.
The interests of the current Directors and their connected persons in the voting rights of the
Company are set out below:
As at
31 July 2025
No. of
Shares
As at
31 July 2024
No. of
Shares
Daniel Wright** (Chairman) 192,303** 144,542**
Brett Miller 1,734* 1,734*
Daren Morris 42,925 38,000
Sir James Waterlow 15,000 15,000
* This includes 734 Shares of which the beneficial interests are held by Mr Miller’s family members.
** This includes 129,534 Shares (2024: 95,086 Shares) of which the beneficial interests are held by Mr Wright’s
family members.
There have been no changes to the Directors’ Share interests between 31 July 2025 and the date of this Report.
DIRECTORS’ REMUNERATION
REPORT continued
Manchester and London Investment Trust plc
53
Annual Report & Financial Statements 2025
Voting at Annual General Meeting
The Directors’ Remuneration Report for the year ended 31 July 2024 was approved at the Annual
General Meeting held on 6 November 2024. The Directors’ Remuneration Policy was last approved
by Shareholders at the Annual General Meeting held on 6 November 2024. The votes cast on the
Directors’ Remuneration Report and the Remuneration Policy were as follows:
Directors’ Remuneration Report
Number
of votes
% of
votes cast
For 26,715,872 99.95
Against 9,839 0.04
Total votes cast 26,729,396 99.99
Number of votes withheld 3,685 0.01
Directors’ Remuneration Policy (AGM 2024)
Number
of votes
% of
votes cast
For 26,712,531 99.94
Against 13,180 0.05
Total votes cast 26,729,396 99.99
Number of votes withheld 3,685 0.01
Approval
The Directors’ Remuneration Report was approved by the Board of Directors and signed on its
behalf by:
Daniel Wright
Chairman
24 September 2025
Manchester and London Investment Trust plc
54
Annual Report & Financial Statements 2025
This Remuneration Policy was approved by Shareholders at the Annual General Meeting on
6 November 2024. The policy provisions set out below will apply until they are next put to Shareholders
for approval, which must be at intervals of at least once every three years, or the Remuneration
Policy is varied, in which event, Shareholder approval for the new Remuneration Policy will be
sought at the forthcoming Annual General Meeting. Notwithstanding this, the Board wishes to put
the Remuneration Policy to Shareholders for approval annually.
The Board reviews and sets the level of remuneration payable to each Director annually.
The Company’s Articles of Association limit the aggregate fees payable to the Directors to a total
of £500,000 per annum. Subject to this overall limit, it is the Board’s policy that the remuneration
of Directors should be set at a level that is commensurate with the duties and responsibilities of
the role. Remuneration levels elsewhere in the investment trust industry and all other relevant
information are taken in account when considering Directors’ fees. The Board considers that the
current policy to remunerate the Directors by way of fixed fees is appropriate to the Company’s
present circumstances and there are no plans to introduce any alternative remuneration schemes.
Directors are not eligible for bonuses, pension benefits, Share options, long-term incentive schemes or
other benefits. It is the Board’s policy that Directors do not have service contracts but are provided
with letters of appointment as a non-executive Director.
Future pay (unaudited)
Component Director
Rate at
1 August
2025
Purpose of
Remuneration
Annual fee Chairman £35,000 Commitment as Chairman
1
Annual fee
Chairman of the
Audit Committee
£30,000 Commitment as Audit Committee Chairman
1
Annual fee
Independent
Director
£27,000 Commitment as an independent
non-executive Director
2
Annual fee
Non-independent
Director
£25,000 Commitment as a non-independent
non-executive Director
3
Expenses
All Directors N/A Reimbursement of expenses incurred in the
performance of duties as a Director
1
The Company’s policy is for the Chairman and the Audit Committee Chairman to be paid higher fees than
the other Directors to reflect the more onerous roles.
2
The Company’s Articles of Association limit the aggregate fees payable to the Board of Directors to a total of
£500,000 per annum.
3
The Company’s policy is to apply a discount to the fee paid to a non-independent Director.
Fees for any new Director appointed will be on the above basis. Fees payable in respect of subsequent
periods will be determined by the Board following an annual review.
Any views expressed by Shareholders on the fees being paid to Directors would be taken into
consideration by the Board. There are no performance conditions attaching to the remuneration
of the Directors as the Board does not consider such arrangements or benefits necessary or
appropriate for non-executive Directors. Under the Directors’ letters of appointment, there is a
notice period of six months and no compensation is payable to a Director on loss of office.
REMUNERATION POLICY
Manchester and London Investment Trust plc
55
Annual Report & Financial Statements 2025
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN RELATION
TO THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
The Directors are responsible for preparing the Company’s Annual Report and Financial Statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial period.
Under that law, the directors are required to prepare the group financial statements in accordance
with United Kingdom adopted international accounting standards. Under Company law, the
Directors must not approve the Financial Statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of the profit or loss of the Company for
that period.
In preparing the Financial Statements, the Directors are required to:
• select suitable accounting policies in accordance with IAS 8 ‘Accounting Policies, Changes
in Accounting Estimates and Errors’ and then apply them consistently;
• present information, including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information;
• provide additional disclosure when compliance with specific requirements in IFRS is
insufficient to enable users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial performance;
• state that the Company has complied with IFRS, subject to any material departures disclosed
and explained in the Financial Statements;
• make judgements and estimates that are reasonable and prudent; and
• prepare Financial Statements on a going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose with reasonable accuracy, at any time, the
financial position of the Company and to enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic
Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement
that comply with that law and those regulations, and ensuring that the Annual Report includes
information required by the Listing Rules and Disclosure Guidance and Transparency Rules of the
FCA.
Manchester and London Investment Trust plc
56
Annual Report & Financial Statements 2025
The Financial Statements are published on the Company’s website,
www.mlcapman.com/manchester-london-investment-trust-plc, which is maintained on behalf of
the Company by the Manager. The Manager has agreed to maintain, host, manage and operate the
Company’s website and to ensure that it is accurate and up-to-date and operated in accordance
with applicable law. The work carried out by the Auditor does not involve consideration of the
maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility
for any changes that have occurred to the Financial Statements since they were initially presented
on the website. Visitors to the website need to be aware that legislation in the United Kingdom
covering the preparation and dissemination of the Financial Statements may differ from legislation
in their jurisdiction.
We confirm that to the best of our knowledge:
i. the Financial Statements, prepared in accordance with the IFRS, give a true and fair view of the
assets, liabilities, financial position and profit of the Company; and
ii. the Annual Report includes a fair review of the development and performance of the business
and position of the Company, together with a description of the principal risks and uncertainties
that it faces.
The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary for Shareholders to assess
the Company’s position and performance, business model and strategy.
On behalf of the Board
Daniel Wright
Chairman
24 September 2025
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN RELATION
TO THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
continued
Manchester and London Investment Trust plc
57
Annual Report & Financial Statements 2025
Manchester and London Investment Trust plc
58
Annual Report & Financial Statements 2025
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
Report on the audit of the Financial Statements
1. Opinion
In our opinion the Financial Statements of Manchester and London Investment Trust plc (the
‘Company’):
• give a true and fair view of the state of the Company’s affairs as at 31 July 2025 and of its
return for the year then ended;
• have been properly prepared in accordance with United Kingdom adopted international
accounting standards and the Statement of Recommended Practice issued by the
Association of Investment Companies in July 2022 “Financial Statements of Investment Trust
Companies and Venture Capital Trusts”; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the Financial Statements which comprise:
• the statement of comprehensive income;
• the statement of changes in equity;
• the statement of financial position;
• the statement of cash flows; and
• the related notes 1 to 19.
The financial reporting framework that has been applied in their preparation is applicable
law and United Kingdom adopted international accounting standards and the Statement of
Recommended Practice issued by the Association of Investment Companies (“SORP”) in July 2022
“Financial Statements of Investment Trust Companies and Venture Capital Trusts”.
2. 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 are independent of the Company in accordance with the ethical requirements that are
relevant to our audit of the Financial Statements in the UK, including the Financial Reporting
Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that
we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the
Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Manchester and London Investment Trust plc
59
Annual Report & Financial Statements 2025
3. Summary of our audit approach
Key audit matters
The key audit matter that we identified in the current year was valuation
and existence of listed investments.
Within this report, key audit matter is identified as follows:
Similar level of risk
Materiality
The materiality that we used in the current year was £4.1m which was
determined on the basis of 1% of net assets.
Scoping
We performed our audit scoping based upon quantitative and
qualitative risk assessment factors for each account balance recorded
as at 31 July 2025.
Significant changes
in our approach
There have been no significant changes to our audit approach in the
current year.
4. 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:
• Considering as part of our risk assessment the nature of the Company, its business model
and related risks, the requirements of the applicable financial reporting framework and the
system of internal control;
• Assessed the underlying data and appropriateness of key assumptions used to make the
going concern assessment, including assessment of the accuracy of forecasts and evaluation
of the Directors’ plans for future actions in relation to their going concern assessment;
• Assessing the liquidity and ability of the Investment Manager to trade in the investment
portfolio to cover operational expenditure as appropriate; and
• Assessing the appropriateness of the going concern disclosure in note 1 to the Financial
Statements.
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 reporting on how the Company 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.
Manchester and London Investment Trust plc
60
Annual Report & Financial Statements 2025
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the Financial Statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Valuation and existence of listed investments
Key audit matter
description
The listed investments of the Company of £376m (2024: £309m) make
up 89.2% (2024: 91.5%) of total assets of the Company at 31 July 2025.
There is a risk that the listed investments may not be valued correctly
or may not represent the assets of the Company. Given the nature
and size of the balance and its importance to the Company, we have
considered that there is a potential risk of fraud in this area.
See the accounting policy in note 1 of the Financial Statements and
also note 9 of the Financial Statements.
How the scope of our
audit responded to the
key audit matter
We performed the following procedures to address the key audit
matter identified:
• With involvement of financial instruments specialists assessed the
valuation methodology applied in valuation of listed investments;
• inspected the internal controls report over the administrator
to obtain an understanding of relevant controls relating to
existence and valuation of listed investments;
• agreed 100% of the Company’s listed investment portfolio at the
year end to confirmations received directly from the depositary;
and
• agreed 100% of the closing prices of listed investments on the
investment ledger at year end to closing prices published by an
independent pricing source.
Key observations Based on the work performed, we concluded that the valuation and
existence of listed investments are appropriate.
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS continued
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
61
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the Financial Statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed
or influenced. We use materiality both in planning the scope of our audit work and in evaluating
the results of our work.
Based on our professional judgement, we determined materiality for the Financial Statements as a
whole as follows:
Materiality £4.1m (2024: £3.3m)
Basis for determining
materiality
1% of net assets (2024: 1% of net assets)
Rationale for the
benchmark applied
We have used net assets as our materiality benchmark as we consider
it to be the most relevant indicator of the Company’s performance for
the users of the Financial Statements, as well as being a key driver of
shareholder value.
Materiality £4.10m
Audit Committee reporting
threshold £0.25m
Net assets
£413.00m
Net assets
Materiality
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
62
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the materiality for the Financial
Statements as a whole. Performance materiality was set at 70% of materiality for the 2025 audit
(2024: 70%). In determining performance materiality, we considered the following factors:
a. The Company’s structure and operating model.
b. The continuity in place within the business from the previous year with both management
and the administrator.
c. cThe lack of changes to accounting policies during the current period which would require
significant judgement.
d. Our experience from prior period audits, where there has not been a history of uncorrected
misstatements or controls deficiencies.
e. The quality of the control environment and whether we were able to rely on controls.
6.3. Error reporting threshold
We agreed with the audit committee that we would report to the Committee all audit differences
in excess of £0.25m (2024: £0.17m), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the audit committee on disclosure
matters that we identified when assessing the overall presentation of the Financial Statements.
7. An overview of the scope of our audit
7.1. Scoping
Our audit scope was determined by obtaining an understanding of the Company and its
environment, including internal controls, and assessing the risks of material misstatement. Audit work
to respond to the risks of material misstatement was performed directly by the audit engagement
team.
7.2. Our consideration of the control environment
In assessing the Company’s control environment, we considered controls in place at the Company’s
service organisation which acts as administrator. As part of this, we reviewed the System and
Organisation Controls (SOC 1) Reports of the service organisation, specifically the controls relating
to financial reporting and valuation and existence of listed investments. We also reviewed the
controls report of the service organisation in respect of general IT controls. Further, we obtained
an understanding of relevant business processes and controls that address the risk of material
misstatement in financial reporting.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the business
and its Financial Statements. The Company continues to develop its model for assessing and
assigning an ESG score on existing and potential investments based on assessment of the potential
impacts of environmental, social and governance (“ESG”) related risks, including climate change,
as outlined on pages 44 and 45 of the annual report. As a part of our audit, we obtained an
understanding of the entity’s process of identifying climate-related risks and the impact on the
Company’s Financial Statements. We have read the climate related disclosures in the annual
report to consider whether they are materially consistent with the Financial Statements and our
knowledge obtained in the audit.
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS continued
Manchester and London Investment Trust plc
63
Annual Report & Financial Statements 2025
8. Other information
The other information comprises the information included in the annual, other than the Financial
Statements and our auditor’s report thereon. The Directors are responsible for the other information
contained within the annual report.
Our opinion on the Financial Statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Financial Statements or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the Financial Statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, 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.
10. 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.
A further description of our responsibilities for the audit of the Financial Statements is located on the
FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Manchester and London Investment Trust plc
64
Annual Report & Financial Statements 2025
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance
including the design of the Company’s remuneration policies, key drivers for Directors’
remuneration, bonus levels and performance targets;
• results of our enquiries of management, the Directors and the audit committee about their
own identification and assessment of the risks of irregularities, including those that are specific
to the Company’s sector;
• any matters we identified having obtained and reviewed the Company’s documentation of
their policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were
aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any
actual, suspected or alleged fraud; and
• the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations.
• the matters discussed among the audit engagement team and relevant internal specialists,
including tax, IT, and financial instrument specialists regarding how and where fraud might
occur in the Financial Statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist
within the organisation for fraud and identified the greatest potential for fraud in the following area:
valuation and existence of listed investments. In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Company
operates in, focusing on provisions of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the Financial Statements. The key laws
and regulations we considered in this context included the UK Companies Act, Listing Rules and
Investment Trust Tax Legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the Financial Statements but compliance with which may be fundamental to the Company’s
ability to operate or to avoid a material penalty.
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS continued
Manchester and London Investment Trust plc
65
Annual Report & Financial Statements 2025
11.2. Audit response to risks identified
As a result of performing the above, we identified the valuation and existence of listed investments
as a key audit matter related to the potential risk of fraud. The key audit matters section of our
report explains the matter in more detail and also describes the specific procedures we performed
in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a
direct effect on the Financial Statements;
• enquiring of management and the audit committee concerning actual and potential
litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance; and
• in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating
the business rationale of any significant transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists, and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the Directors’ report for the financial year
for which the Financial Statements are prepared is consistent with the Financial Statements;
and
• the strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
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 any material misstatements in the strategic report
or the Directors’ report.
Manchester and London Investment Trust plc
66
Annual Report & Financial Statements 2025
13. Corporate Governance Statement
The 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 and our knowledge obtained during the audit:
• the Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 35;
• the Directors’ explanation as to its assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on page 35;
• the Directors’ statement on fair, balanced and understandable set out on page 48;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 26;
• the section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 44; and
• the section describing the work of the audit committee set out on page 47.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept, or returns adequate for our audit have
not been received from branches not visited by us; or
• the Financial Statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
Directors’ remuneration have not been made or the part of the Directors’ remuneration report to
be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
continued
Manchester and London Investment Trust plc
67
Annual Report & Financial Statements 2025
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Board of
Directors on 28 November 2016 to audit the Financial Statements for the year ending 31 July 2017
and subsequent financial periods. The period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 9 years, covering the years ending 31 July 2017 to 31 July
2025.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to
provide in accordance with ISAs (UK).
16. 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.
Michael Caullay (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
24 September 2025
Manchester and London Investment Trust plc
68
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
Manchester and London Investment Trust plc
69
Annual Report & Financial Statements 2025
Manchester and London Investment Trust plc
70
Annual Report & Financial Statements 2025
2025 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains
Gains on investments at fair
value through profit or loss 9 346 104,967 105,313 357 123,556 123,913
Investment income 2 1,090 – 1,090 1,092 – 1,092
Bank interest 2 1,251 – 1,251 1,354 – 1,354
Gross return 2,687 104,967 107,654 2,803 123,556 126,359
Expenses
Management fee 3 (2,447) – (2,447) (1,458) – (1,458)
Other operating expenses 4 (635) – (635) (563) – (563)
Total expenses (3,082) – (3,082) (2,021) – (2,021)
Return before finance costs
and tax (395) 104,967 104,572 782 123,556 124,338
Finance costs 5 (105) (2,999) (3,104) (68) (2,966) (3,034)
Return on ordinary activities
before tax (500) 101,968 101,468 714 120,590 121,304
Taxation 6 (109) – (109) (144) – (144)
Return on ordinary activities
after tax (609) 101,968 101,359 570 120,590 121,160
Return per Share pence pence pence pence pence pence
Basic and fully diluted 8 (1.54) 257.29 255.75 1.42 300.03 301.45
The total column of this statement is the Income Statement of the Company prepared in
accordance with United Kingdom adopted international accounting standards in conformity with
the requirements of the Companies Act 2006. The supplementary revenue return and capital return
columns are presented in accordance with the Statement of Recommended Practice issued by
the Association of Investment Companies (“AIC SORP”).
All revenue and capital items in the above statement derive from continuing operations. No
operations were acquired or discontinued during the year.
There is no other comprehensive income, and therefore the return for the year after tax is also the
total comprehensive income.
STATEMENT OF COMPREHENSIVE
INCOME
For the year ended 31 July 2025
The notes on pages 74 to 90 form part of these Financial Statements.
Manchester and London Investment Trust plc
71
Annual Report & Financial Statements 2025
The notes on pages 74 to 90 form part of these Financial Statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 July 2025
Notes
Share
capital
£’000
Share
premium
£’000
Special
reserve**
£’000
Capital
reserve*
£’000
Retained
earnings**
£’000
Total
£’000
Balance at 1 August 2024 10,132 25,888 86,468 211,611 – 334,099
Changes in equity for 2025
Ordinary shares bought back and
held in treasury 14 – – (14,038) – – (14,038)
Total comprehensive income – – 101,968 (609) 101,359
Dividends paid 7 – – (8,292) – – (8,292)
Balance at 31 July 2025 10,132 25,888 64,138 313,579 (609) 413,128
Balance at 1 August 2023 10,132 25,888 94,338 91,021 – 221,379
Changes in equity for 2024
Ordinary shares bought back and
held in treasury 14 – – – – – –
Total comprehensive income – – – 120,590 570 121,160
Dividends paid 7 – – (7,870) – (570) (8,440)
Balance at 31 July 2024 10,132 25,888 86,468 211,611 – 334,099
* Within the balance of the capital reserve, £70,651,000 relates to realised gains (2024: £50,175,000). Realised
gains are distributable by way of a dividend. The remaining £242,928,000 relates to unrealised gains on
financial instruments (2024: £161,436,000) and is non-distributable.
** Fully distributable.
Manchester and London Investment Trust plc
72
Annual Report & Financial Statements 2025
Notes 2025
£’000
2024
£’000
Non-current assets
Investments at fair value through profit or loss
9 375,583 309,002
Current assets
Unrealised derivative assets
13 10,912 4,866
Trade and other receivables 10 189 419
Cash and cash equivalents 11 17,429 7,187
Cash collateral receivable from brokers 13 16,783 16,371
45,313 28,843
Creditors – amounts falling due within one year
Unrealised derivative liabilities
13 (4,621) (3,248)
Trade and other payables 12 (2,451) (498)
Cash collateral payable to brokers 13 (587) –
Bank overdrafts 11 (109) –
(7,768) (3,746)
Net current assets 37,545 25,097
Net assets 413,128 334,099
Capital and reserves
Ordinary Share Capital
14 10,132 10,132
Share premium 25,888 25,888
Special Reserves 64,138 86,468
Capital reserve 313,579 211,611
Retained earnings (609) –
Total equity 413,128 334,099
Basic and fully diluted NAV per Share 15 1,077.29p 831.24p
Number of Shares in issue excluding treasury 14 38,348,979 40,193,018
The Financial Statements on pages 70 to 90 were approved by the Board of Directors and authorised
for issue on 24 September 2025 and are signed on its behalf by:
Daniel Wright
Chairman
Manchester and London Investment Trust Public Limited Company
Company Number: 01009550
STATEMENT OF FINANCIAL POSITION
As at 31 July 2025
The notes on pages 74 to 90 form part of these Financial Statements.
Manchester and London Investment Trust plc
73
Annual Report & Financial Statements 2025
2025
£’000
2024
£’000
Cash flow from operating activities
Return on operating activities before tax
101,468 121,304
Finance costs 3,104 3,034
Gains on investments held at fair value through profit or loss (105,518) (123,533)
Increase in receivables (7) (34)
Increase in payables 118 163
Exchange losses/(gains) on Currency Balances 551 (23)
Tax (109) (144)
Net cash generated from operating activities (393) 767
Cash flow from investing activities
Purchases of investments
(51,683) (79,749)
Sales proceeds 80,476 65,875
Derivative instrument cash flows 5,882 14,638
Net cash inflow from investing activities 34,675 764
Cash flow from financing activities
Ordinary shares bought back and held in treasury
(12,192) –
Equity dividends paid (8,292) (8,440)
Interest paid (3,114) (2,976)
Net cash used in financing activities (23,598) (11,416)
Net increase/(decrease) in cash and cash equivalents 10,684 (9,885)
Exchange (losses)/gains on Currency Balances (551) 23
Cash and cash equivalents at beginning of year 7,187 17,049
Cash and cash equivalents at end of year 17,320 7,187
STATEMENT OF CASH FLOWS
For the year ended 31 July 2025
The notes on pages 74 to 90 form part of these Financial Statements.
Manchester and London Investment Trust plc
74
Annual Report & Financial Statements 2025
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS
For the year ended 31 July 2025
1. General information and accounting policies
Manchester and London Investment Trust plc is a public limited company incorporated in the UK
and registered in England and Wales. The principal activity of the Company is that of an investment
trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010 and its
investment approach is detailed in the Strategic Report.
The Company’s Financial Statements have been prepared in accordance with United Kingdom
adopted international accounting standards in conformity with the requirements of the Companies
Act 2006. The Financial Statements have also been prepared in accordance with the AIC SORP for
the financial statements of investment trust companies and venture capital trusts.
Basis of preparation
In order to better reflect the activities of an investment trust company and in accordance with the
AIC SORP, supplementary information which analyses the Statement of Comprehensive Income
between items of revenue and capital nature has been prepared alongside the Statement of
Comprehensive Income.
The Financial Statements are presented in Sterling, which is the Company’s functional currency as
the UK is the primary environment in which it operates, rounded to the nearest £’000, except where
otherwise indicated.
Going concern
The financial statements have been prepared on a going concern basis and on the basis that approval
as an investment trust company will continue to be met.
The Directors have made an assessment of the Company’s ability to continue as a going concern and
are satisfied that the Company has adequate resources to continue in operational existence for a
period of at least 12 months from the date when these financial statements were approved.
In making the assessment, the Directors of the Company have considered the likely impacts of
international and economic uncertainties on the Company, operations and the investment portfolio.
These include, but are not limited to, the impact of another pandemic, the war in Ukraine, political
instability across Europe, supply shortages and inflationary pressures.
The Directors noted that the Company, with the current cash balance and holding a portfolio of listed
investments, is able to meet the obligations of the Company as they fall due. The current cash balance,
enables the Company to meet any funding requirements and finance future additional investments.
The Company is a closed-end fund, where assets are not required to be liquidated to meet day to
day redemptions.
The Directors have completed stress tests assessing the impact of changes in market value and income
with associated cash flows. In making this assessment, they have considered plausible downside
scenarios. The conclusion was that in a plausible downside scenario the Company could continue to
meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible
the Company could experience further reductions in income and/or market value, the opinion of the
Directors is that this should not be to a level which would threaten the Company’s ability to continue
as a going concern.
The Directors, the Manager and other service providers have put in place contingency plans to
minimise disruption. Furthermore, the Directors are not aware of any material uncertainties that may
cast significant doubt on the Company’s ability to continue as a going concern, having taken into
account the liquidity of the Company’s investment portfolio and the Company’s financial position in
respect of its cash flows, borrowing facilities and investment commitments (of which there are none
of significance). Therefore, the financial statements have been prepared on the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business,
being investment business. The Company primarily invests in companies listed on recognised
international exchanges.
Manchester and London Investment Trust plc
75
Annual Report & Financial Statements 2025
1. General information and accounting policies continued
Accounting developments
In the year under review, the Company has applied amendments to IFRS issued by the IASB adopted
in conformity with United Kingdom adopted international accounting standards. These include
annual improvements to IFRS, changes in standards, legislative and regulatory amendments,
changes in disclosure and presentation requirements. This incorporated:
• Classification of liabilities as current or non-current (Amendments to IAS 1);
• Non-current liabilities with Covenants (Amendments to IAS 1;
• Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7; and
The adoption of the changes to accounting standards has had no material impact on these or
prior years’ financial statements. These are amendments to IAS/IFRS that are not yet mandatorily
effective:
• Lack of Exchangeability (Amendments to IAS 21). The amendments contain guidance to
specify when a currency is exchangeable and how to determine the exchange rate when
it is not;
• Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9).
The amendments address matters identified during the post-implementation review of the
classification and measurement requirements of IFRS 9 Financial Instruments; and
• Presentation and Disclosures in Financial Statements (IFRS 18). New presentation requirements
for the classification of income and expenses and enhanced disclosures regarding
management-defined performance indicators.
• Annual improvements to IFRS Standards.
The Directors do not anticipate the adoption of these will have a material impact on the
financial statements.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of policies and the reported
amounts in the financial statements. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates.
There were no significant accounting estimates or critical accounting judgements in the year.
Investments
Investments are measured initially, and at subsequent reporting dates, at fair value through profit
and loss, and derecognised at trade date where a purchase or sale is under a contract whose
terms require delivery within the timeframe of the relevant market. For listed equity investments, this
is deemed to be closing prices.
Changes in fair value of investments are recognised in the Statement of Comprehensive Income
as a capital item. On disposal, realised gains and losses are also recognised in the Statement of
Comprehensive Income as capital items.
All investments for which fair value is measured or disclosed in the Financial Statements are
categorised within the fair value hierarchy in note 9.
Manchester and London Investment Trust plc
76
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
1. General information and accounting policies continued
Financial instruments
The Company may use a variety of derivative instruments, including equity swaps (also referred
to as contracts for differences), futures, forwards and options under master agreements with the
Company’s derivative counterparties to enable the Company to gain long and short exposure on
individual securities.
The Company recognises financial assets and financial liabilities when it becomes a party to the
contractual provisions of the instrument. Listed options and futures contracts are recognised at fair
value through profit or loss valued by reference to the underlying market value of the corresponding
security, traded prices and/or third party information.
Notional dividend income arising on long positions is recognised in the Statement of Comprehensive
Income as revenue. Interest expenses on open long positions are allocated to capital. All remaining
interest or financing charges on derivative contracts are allocated to the revenue account.
Unrealised changes to the value of securities in relation to derivatives are recognised in the
Statement of Comprehensive Income as capital items.
Foreign currency
Transactions denominated in foreign currencies are converted to Sterling at the actual exchange
rate as at the date of the transaction. Monetary assets and liabilities and non-monetary assets held
at fair value denominated in foreign currencies at the year end are translated at the Statement
of Financial Position date. Any gain or loss arising from a change in exchange rate subsequent to
the date of the transaction is included as an exchange gain or loss in the capital reserve or the
revenue account depending on whether the gain or loss is capital or revenue in nature.
Cash and cash equivalents
Cash comprises cash in hand. Cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to insignificant risk of changes
in value.
For the purposes of the Statement of Financial Position and the Statement of Cash Flows, cash and
cash equivalents consist of cash and cash equivalents as defined above.
Cash held in margin/collateral accounts at the Company’s brokers is presented as Cash collateral
receivable from brokers in the financial statements. Any cash collateral owed back to the brokers
on marked to market gains of Equity Swaps is shown in the financial statements as Cash collateral
payable to brokers.
Trade receivables, trade payables and short-term borrowings
Trade receivables, trade payables and short-term borrowings are measured at amortised cost.
Revenue recognition
Revenue is recognised when it is probable that economic benefits associated with a transaction
will flow to the Company and the revenue can be reliably measured.
Dividends from overseas companies are shown gross of any non-recoverable withholding taxes
which are disclosed separately in the Statement of Comprehensive Income.
Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis.
Dividends receivable on equity shares where no ex-dividend date is quoted are brought into
account when the Company’s right to receive payment is established.
All other income is accounted for on a time-apportioned basis and recognised in the Statement of
Comprehensive Income.
Manchester and London Investment Trust plc
77
Annual Report & Financial Statements 2025
1. General information and accounting policies continued
Expenses
All expenses are accounted for on an accruals basis and are charged to revenue. All other
administrative expenses are charged through the revenue column in the Statement of
Comprehensive Income.
Finance costs
Finance costs are accounted for on an accruals basis.
Financing charged by the Prime Brokers on open long positions are allocated to capital, with other
finance costs being allocated to revenue.
Taxation
The charge for taxation is based on the net revenue for the year and any deferred tax.
Deferred tax is provided using the liability method on temporary differences between the tax bases
of assets and liabilities and their carrying amount for financial reporting purposes at the reporting
date. Deferred tax assets are only recognised if it is considered more likely than not that there will
be suitable profits from which the future reversal of timing differences can be deducted. In line
with recommendations of the AIC SORP, the allocation method used to calculate the tax relief on
expenses charged to capital is the “marginal” basis. Under this basis, if taxable income is capable
of being offset entirely by expenses charged through the revenue account, then no tax relief is
transferred to the capital account.
No taxation liability arises on gains from sales of investments by the Company by virtue of its
investment trust status. However, the net revenue (excluding investment income) accruing to the
Company is liable to corporation tax at prevailing rates.
Dividends payable to Shareholders
Dividends to Shareholders are recognised as a liability in the period in which they are approved
and are taken to the Statement of Changes in Equity. Dividends declared and approved by the
Company after the Statement of Financial Position date have not been recognised as a liability of
the Company at the Statement of Financial Position date.
Share capital
The share capital is the nominal value of issued ordinary shares and is not distributable.
Share premium
The Share premium account represents the accumulated premium paid for Shares issued in
previous periods above their nominal value less issue expenses. This is a reserve forming part of the
non-distributable reserves. The following items are taken to this reserve:
• costs associated with the issue of equity;
• premium on the issue of Shares; and
• premium on the sales of Shares held in Treasury over the market value.
Special Reserve
The special reserve was created by a cancellation of the share premium account increasing the
distributable reserves of the Company. The special reserve is distributable, and the following items
are taken to this reserve:
• costs of share buy-backs, including related stamp duty and transaction costs; and
• dividends.
Manchester and London Investment Trust plc
78
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
1. General information and accounting policies continued
Capital reserve
The following are taken to capital reserve:
• gains and losses on the realisation of investments;
• increases and decreases in the valuation of the investments held at the year end;
• cost of share buy backs;
• exchange differences of a capital nature; and
• expenses, together with the related taxation effect, allocated to this reserve in accordance
with the above policies.
Retained earnings
The revenue reserve represents accumulated revenue account profits and losses. The surplus
accumulated profits are distributable by way of dividends.
2. Income
2025
£’000
2024
£’000
Dividends from listed investments 1,090 1,092
Bank interest 1,251 1,354
2,341 2,446
3. Management fee
2025
£’000
2024
£’000
Base fee 2,388 1,399
Risk management and valuation fee 59 59
2,447 1,458
With effect from 1 September 2024, the Board agreed with the Manager a new tiered management
fee replacing the prior fee arrangements.
Tiered Management Fee:
• 0.7% per annum of the NAV up to and including £750 million;
• 0.5% per annum of the NAV between £750 million and £1.5 billion; and
• 0.3% per annum of the NAV above £1.5 billion.
There will be no performance fee payable to the Manager.
Manchester and London Investment Trust plc
79
Annual Report & Financial Statements 2025
3. Management fee continued
Risk Management and Valuation fee:
There will be no change to the Risk Management and Valuation fee, however, the fee will be
adjusted annually in January by the UK Consumer Prices Index (“CPI”) with the first increase being
in January 2026 on the basis of the January 2026 CPI (percentage change over 12 months) figure.
The Board believes that the new fee structure offers a simpler and more predictable arrangement,
removes the unnecessary volatility in ongoing charges for shareholders and allows the Manager
to better plan for the future and broaden the expertise of the management team supporting the
Company. It also addresses concerns raised by proxy advisors and compliance departments over
the variability of the fee arrangements.
Also, the Board believes that the changes have the potential to generate cost savings for
shareholders in both the short and long-term, in particular, if the Company were to see a material
increase in NAV.
In addition, a Risk Management and Valuation fee equating to £59,000 on an annualised basis is
charged by the AIFM. The Manager is also reimbursed any expenses incurred by it on behalf of
the Company.
4. Other operating expenses
2025
£’000
2024
£’000
Directors’ fees 117 102
Auditors’ remuneration 39 37
Registrar fees 39 32
Depositary fees 122 101
Other expenses 318 291
635 563
Other operating expenses include irrecoverable VAT where appropriate, excluding the Auditors’
and Directors’ remuneration which have been shown net of VAT.
No non-audit services were provided by Deloitte LLP in the year to 31 July 2025.
5. Finance costs
2025
£’000
2024
£’000
Charged to revenue 105 68
Charged to capital* 2,999 2,966
3,104 3,034
* Finance costs charged to capital relate to interest on equity swaps.
Manchester and London Investment Trust plc
80
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
6. Taxation
a) Analysis of charge in year.
Year to
31 July 2025
Year to
31 July 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax:
Overseas tax not recoverable 109 – 109 144 – 144
109 – 109 144 – 144
b) The current taxation charge for the year is lower than the standard rate of Corporation Tax in
the UK of 25% (2024: 25%).
The differences are explained below:
Year to
31 July 2025
Year to
31 July 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation (500) 101,968 101,468 714 120,590 121,304
Theoretical tax at UK corporation tax
rate of 25% (2024: 25%) (125) 25,492 25,367 178 30,147 30,325
Effects of:
Foreign dividends that are not taxable
(221) – (221) (208) – (208)
Non-taxable investment gains – (26,243) (26,243) – (30,889) (30,889)
Offshore income gains – – – 63 – 63
Irrecoverable overseas tax 109 – 109 144 – 144
Unrelieved excess expenses 346 751 1,097 (33) 742 709
Total tax charge 109 – 109 144 – 144
c) Factors that may affect future tax charges.
At 31 July 2025, there is an unrecognised deferred tax asset, measured at the latest enacted tax
rate of 25%, of £5,872,000 (2024: £4,775,000). This deferred tax asset relates to surplus management
expenses and non trade loan relationship debits. It is unlikely that the company will generate sufficient
taxable profits in the foreseeable future to recover these amounts and therefore the asset has not been
recognised in the year, or in prior years.
As at 31 July 2025, the company has unrelieved capital losses of £9,329,000 (2024: £9,329,000). There is
therefore, a related unrecognised deferred tax asset, measured at the latest enacted rate of 25%, of
£2,332,000 (2024: £2,332,000). These capital losses can only be utilised to the extent that the company
does not qualify as an investment trust in the future and, as such, the asset has not been recognised.
Manchester and London Investment Trust plc
81
Annual Report & Financial Statements 2025
7. Dividends
Amounts recognised as distributions to equity holders in the year:
2025
£’000
2024
£’000
Final ordinary dividend for the year ended 31 July 2024 of 7.0p (2023:
7.0p) per share 2,807 2,813
Interim ordinary dividend for the year ended 31 July 2025 of 7.0p (2024:
7.0p) per share 2,742 2,813
Special dividend for the year ended 31 July 2025 of 7.0p (2024:
7.0p) per share 2,743 2,814
8,292 8,440
The Directors are proposing a final dividend of 7.0p and a special dividend of 7.0p for the financial
year 2025.
These proposed dividends have been excluded as a liability in these Financial Statements in
accordance with IFRS.
We also set out below the total dividend payable in respect of the financial year, which is the basis
on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
Included in the dividend distributions to equity holders in the year is £8,292,000 (2024: £7,870,000)
paid from special reserve.
2025
£’000
2024
£’000
Interim ordinary dividend for the year ended 31 July 2025 of 7.0p (2024:
7.0p) per Share 2,742 2,813
Special dividend for the year ended 31 July 2025 of 7.0p (2024: nil)
per share 2,743 –
Proposed final ordinary dividend* for the year ended 31 July 2025
of 7.0p (2024: 7.0p) per Share 2,684* 2,814
Proposed special dividend* for the year ended 31 July 2025 of 7.0p
(2024: 7.0p) per share 2,684* 2,814
10,853 8,441
* Based on Shares in circulation on 31 July 2025 (excluding Shares held in treasury).
8. Return per Share
Net Return
£’000
2025
Weighted
Average
Shares
Total
(p)
Net Return
£’000
2024
Weighted
Average
Shares
Total
(p)
Basic and fully diluted return:
Net revenue return after taxation
(609) 39,632,194 (1.54) 570 40,193,018 1.42
Net capital return after taxation 101,968 39,632,194 257.29 120,590 40,193,018 300.03
Total 101,359 39,632,194 255.75 121,160 40,193,018 301.45
Basic revenue, capital and total return per Share is based on the net revenue, capital and
total return for the period and on the weighted average number of Shares in issue of 39,632,194
(2024: 40,193,018).
Manchester and London Investment Trust plc
82
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
9. Investments at fair value through profit or loss
2025
£’000
2024
£’000
Analysis of investment portfolio movements
Opening cost at 1 August
151,886 136,155
Opening unrealised appreciation at 1 August 157,116 52,109
Opening fair value at 1 August 309,002 188,264
Movements in the year
Purchases at cost
51,683 79,749
Sales of investments (80,223) (66,024)
Realised profit on sales 18,132 2,006
Increase in unrealised appreciation 76,989 105,007
Closing fair value at 31 July 375,583 309,002
Closing cost at 31 July 141,478 151,886
Closing unrealised appreciation at 31 July 234,105 157,116
Closing fair value at 31 July 375,583 309,002
Fair value hierarchy
Financial assets of the Company are carried in the Statement of Financial Position at fair value.
The fair value is the amount at which the asset could be sold or the liability transferred in an orderly
transaction between market participants, at the measurement date, other than a forced or
liquidation sale. The Company measures fair values using the following hierarchy that reflects the
significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that
is significant to the fair value measurement of the relevant assets as follows:
• Level 1 – valued using quoted prices unadjusted in an active market.
• Level 2 – valued by reference to valuation techniques using observable inputs for the asset
or liability other than quoted prices included in Level 1.
• Level 3 – valued by reference to valuation techniques using inputs that are not based on
observable market data for the asset or liability.
Manchester and London Investment Trust plc
83
Annual Report & Financial Statements 2025
9. Investments at fair value through profit or loss continued
The tables below set out fair value measurements of financial instruments as at the year end, by
their category in the fair value hierarchy into which the fair value measurement is categorised.
Financial assets/liabilities at fair value through profit or loss at 31 July 2025
Level 1
£’000
Level 2
£’000
Total
£’000
Investments 375,583 – 375,583
Unrealised Derivative Assets – 10,912 10,912
Unrealised Derivative Liability – (4,621) (4,621)
Total 375,583 6,291 381,874
Financial assets/liabilities at fair value through profit or loss at 31 July 2024
Level 1
£’000
Level 2
£’000
Total
£’000
Investments 309,002 – 309,002
Unrealised Derivative Assets – 4,866 4,866
Unrealised Derivative Liability – (3,248) (3,248)
Total 309,002 1,618 310,620
There have been no transfers during the year between Level 1 and 2 fair value measurements.
Transaction costs
During the year, the Company incurred transaction costs of £271,000 (2024: £154,000) on the
purchase and disposal of investments.
Analysis of capital gains and losses
2025
£’000
2024
£’000
Gains on sales of investments 18,132 2,006
Investment holding gains 76,989 105,007
Realised gains on derivatives 5,878 17,684
Unrealised gains/(losses) on derivatives 4,503 (1,252)
105,502 123,445
Realised (losses)/gains on currency balances and trade settlements (535) 111
Dividend income in respect of equity swaps 346 357
105,313 123,913
Manchester and London Investment Trust plc
84
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
10. Trade and other receivables
2025
£’000
2024
£’000
Dividends receivable 43 52
Due from brokers – 237
Interest receivable 103 95
Prepayments 43 35
189 419
11. Cash and cash equivalents
2025
£’000
2024
£’000
Cash and cash equivalents in the statement of financial position 17,429 7,187
Bank overdrafts (109) –
Cash and cash equivalents in the statement of cash flows 17,320 7,187
As at the balance sheet date, the Company held shares valued at £3,225,000 (2024: £11,000) in the
Morgan Stanley Sterling Liquidity fund, which has been classified as a Cash equivalent (see Note 1).
12. Trade and other payables
2025
£’000
2024
£’000
Due to Brokers 1,916 6
Accruals 535 492
2,451 498
13. Derivatives
The Company may use a variety of derivative contracts with the Company’s derivative counterparties
to enable it to gain long or short exposures, including Options and Equity Swaps (which are synthetic
equities), and are valued at fair value which includes reference to the market values of the investments’
underlying securities and other relevant inputs.
The sources of the return under the Equity Swap contracts (e.g. notional dividends, financing costs,
interest returns and realised and unrealised gains and losses) are allocated to the revenue and capital
accounts in alignment with the nature of the underlying source of income.
• Notional dividend income or expense arising on long or short positions is apportioned wholly
to the revenue account.
• Notional interest or financing charges on open long positions are apportioned wholly to
the capital account. All remaining interest or financing charges on derivative contracts are
allocated to the revenue account.
• Changes in value relating to underlying price movements of securities in relation to Equity
Swap exposures are allocated to capital.
Manchester and London Investment Trust plc
85
Annual Report & Financial Statements 2025
13. Derivatives continued
The fair values of derivative financial assets/(liabilities) are set out in the table below:
2025
£’000
2024
£’000
Unrealised derivative assets 10,912 4,866
Cash collateral receivable from brokers 16,783 16,371
Unrealised derivative liabilities (4,621) (3,248)
Cash collateral payable to brokers (587) –
The corresponding gross exposure on long equity swaps as at 31 July 2025 was £71,983,000
(2024: £65,982,000) and the total gross exposure of short equity swaps was £804,000 (2024: £5,272,000).
The net marked to market futures and options total value as at 31 July 2025 was negative £4,184,000
(2024: negative £1,697,000).
As at 31 July 2025, the Company held cash and cash equivalent balances of £17,320,000
(2024: £7,187,000). The Company also pledged cash of £16,783,000 (2024: £16,371,000) on collateral
accounts with counterparty brokers specifically for derivatives (including exchange traded
derivatives positions and non-exchange traded swap positions). This cash represents collateral
posted to broker deposit accounts in relation to amounts due to brokers in order to maintain open
positions and constitute a number of types of margin required (such as initial, marked to market
variation etc).
The nature of the Company’s portfolio means that the Company gains significant exposure to a
number of markets through Equity Swaps. The Company may use Equity Swaps to manage gearing.
However, to the extent the Manager has elected not to be geared, the Company will generally
hold a level of cash (or equivalent holding in the Cash Fund) on its balance sheet representative
of the difference between the cost of purchasing investments directly and the lower initial cost of
making a margin payment on an Equity Swap contract.
As at 31 July 2025, the Company also owed £587,000 (2024: £nil) to brokers in respect of cash
collateral received relating to amounts owed by these brokers to cover unrealised gains on open
Equity Swaps on the Statement of Financial Position. To the extent there are unrealised losses on
Equity Swap contracts uncovered by balances held at the broker, the Company will transfer deposit
monies across to these broker margin deposit accounts. The Manager monitors margin positions on
a daily basis to ensure any margin deposit balances are as expected and any amounts owed to
the Company are transferred on a timely basis. In the event of default, a proportion of the monies
held in the collateral accounts resides with the counterparty broker.
Manchester and London Investment Trust plc
86
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
14. Share capital
2025 2024
Share capital
Number
of Shares
Nominal
value £’000
Number
of Shares
Nominal
value £’000
Shares of 25p each issued
and fully paid
Balance as at 1 August
40,528,238 10,132 40,528,238 10,132
Shares issued – – – –
Balance as at 31 July 40,528,238 10,132 40,528,238 10,132
Treasury shares
Balance as at 1 August
335,220 335,220
Buyback of Ordinary Shares into Treasury 1,844,039 –
Balance at end of year 2,179,259 335,220
Total Ordinary Share capital excluding
Treasury shares 38,348,979 40,193,018
No shares were issued during the year (2024: nil).
The Board’s authority to issue shares, approved at the Annual General Meeting held on 6 November
2024, is detailed on page 33.
During the year, 1,844,039 Ordinary Shares (2024: nil) were bought back and held in treasury for
total cost of £14,038,000.
15. NAV per Share
NAV per Share Net assets attributable
2025
(p)
2024
(p)
2025
£’000
2024
£’000
Shares: basic and fully diluted 1077.29 831.24 413,128 334,099
The basic NAV per Share is based on net assets at the year end and 38,348,979 (2024: 40,193,018)
Shares in issue, adjusted for any Shares held in Treasury.
16. Risks – investments, financial instruments and other risks
Investment objective and policy
The Company’s investment objective and policy are detailed on pages 21 and 22.
The investing activities in pursuit of its investment objective involve certain inherent risks.
The Company’s financial instruments can comprise:
• shares and debt securities held in accordance with the Company’s investment objective
and policy;
• derivative instruments for trading, hedging and investment purposes;
• cash, liquid resources and short-term debtors and creditors that arise from its operations; and
• current asset investments and trading.
Manchester and London Investment Trust plc
87
Annual Report & Financial Statements 2025
16. Risks – Investments, financial instruments and other risks continued
Risks
The risks identified arising from the Company’s financial instruments are market risk (which comprises
market price risk and interest rate risk), liquidity risk and credit and counterparty risk. The Company
may enter into derivative contracts to manage risk. The Board reviews and agrees policies for
managing each of these risks, which are summarised below.
These policies remained unchanged since the beginning of the accounting period.
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the
Company’s business. It represents the potential loss the Company might suffer through holding
market positions by way of price movements, interest rate movements and exchange rate
movements. The Company assesses the exposure to market risk when making each investment
decision and these risks are monitored by the Manager on a regular basis and the Board at
quarterly meetings with the Manager.
Details of the long equity exposures held at 31 July 2025 are shown on page 15.
If the price of these investments and equity swaps had increased by 5% at the reporting date
with all other variables remaining constant, the capital return in the Statement of Comprehensive
Income and the net assets attributable to equity holders of the Company would increase by
£22,338,000 (2024: £18,486,000).
A 5% decrease in share prices would have resulted in an equal and opposite effect of £22,338,000
(2024: £18,486,000), on the basis that all other variables remain constant. This level of change is
considered to be reasonable based on observation of current market conditions.
At the year end, the Company’s direct equity exposure to market risk was as follows:
2025
£’000
2024
£’000
Equity long exposures
Investments held in equity form
375,583 309,002
Long exposure held in equity swap hedges 71,983 65,982
447,566 374,984
Short exposure held in equity swap hedges (804) (5,272)
446,762 369,712
Interest rate risk
Interest rate risk arises from uncertainty over the interest rates charged by financial institutions.
It represents the potential increased costs of financing for the Company. The Manager actively
monitors interest rates and the Company’s ability to meet its financing requirements throughout the
year and reports to the Board. No sensitivity analysis is presented because, as at the financial year
end, the Company held zero balances invested in bonds or fixed interest securities. The Company is
charged interest on its Equity Swap positions but these may be partially offset with interest received
on cash, collateral and cash equivalent balances.
Manchester and London Investment Trust plc
88
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
16. Risks – Investments, financial instruments and other risks continued
Liquidity risk
Liquidity risk reflects the risk that the Company will have insufficient funds to meet its financial
obligations as they fall due. The Directors have minimised liquidity risk by investing in a portfolio of
quoted companies that are readily realisable.
The Company’s uninvested funds are held almost entirely with the Prime Brokers or on deposits with
UK banking institutions.
As at 31 July 2025, the financial liabilities comprised:
2025
£’000
2024
£’000
Unrealised derivative liabilities 4,621 2,959
Trade payables and accruals 2,451 498
Cash collateral payable to brokers 587 –
7,659 3,457
All derivative liabilities noted above have effective maturities of less than one year. Ultimate
cashflows are contingent on market movements and will differ from the carrying amount.
The Company manages liquidity risk through constant monitoring of the Company’s gearing
position to ensure the Company is able to satisfy any and all debts within the agreed credit terms.
Currency rate risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. If Sterling had strengthened by 5% against all
other currencies at the reporting date, with all other variables remaining constant, the total return
in the Statement of Comprehensive Income and the net assets attributable to equity holders of
the Company, assuming the Company held no balances in Sterling, would have decreased by
£20,656,000 (2024: £16,704,000). If Sterling had weakened by 5% against all currencies, there would
have been an equal and opposite effect. This level of change is considered to be reasonable
based on observation of current market conditions.
The Company’s material foreign currency exposures are laid out below.
As at 31 July 2025
Sterling
£’000
US Dollar
£’000
Euro
£’000
Danish
Kroner
£’000
Total
£’000
Investments 2,863 372,720 – – 375,583
Unrealised derivative assets – 10,903 9 – 10,912
Cash and cash equivalents 5,299 11,305 825 – 17,429
Cash collateral receivable from
brokers 5,604 11,036 143 – 16,783
Unrealised derivative liabilities – (4,548) (73) – (4,621)
Cash collateral payable to brokers (587) – – – (587)
Other net liabilities (2,262) – – – (2,262)
Bank overdrafts – – (31) (78) (109)
10,917 401,416 873 (78) 413,128
Manchester and London Investment Trust plc
89
Annual Report & Financial Statements 2025
16. Risks – Investments, financial instruments and other risks continued
As at 31 July 2024
Sterling
£’000
US Dollar
£’000
Euro
£’000
Total
£’000
Investments 2,197 306,805 – 309,002
Unrealised derivative assets – 4,866 – 4,866
Cash and cash equivalents 479 7,585 (877) 7,187
Cash collateral receivable from brokers 8,457 7,111 803 16,371
Unrealised derivative liabilities – (2,535) (713) (3,248)
Other net liabilities (79) – – (79)
11,054 323,832 (787) 334,099
The Company constantly monitors currency rate risk to ensure balances, wherever possible, are
translated at rates favourable to the Company.
Credit and counterparty risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument
fails to meet its contractual obligations.
The maximum exposure to credit risk as at 31 July 2025 was £45,204,000 (2024: £28,843,000). The
calculation is based on the Company’s credit risk exposure as at 31 July 2024 and this may not be
representative for the whole year.
The Company’s quoted investments are held on its behalf by the Prime Brokers. Bankruptcy or
insolvency of the Prime Brokers may cause the Company’s rights with respect to securities held
by the Prime Brokers to be delayed. The Manager and the Board monitor the Company’s risk
and exposures. As of 31 July 2025, a broker held $7,490,000 of their own assets in collateral related
to open equity swaps executed by the Company. This collateral is not recognised as an asset in
the Company’s balance sheet.
The risk is managed as follows:
Where the Manager makes an investment in a bond, corporate or otherwise, the credit worthiness
of the issuer is taken into account so as to minimise the risk to the Company of default (past due
more than 90 days of any material credit obligation). The credit standing and other associated risks
are reviewed by the Manager.
Investment transactions are carried out with a number of brokers where creditworthiness is reviewed
by the Manager.
Cash is only held at banks that have been identified by the Board as reputable and of high credit
quality. The Manager reviews these on a continual basis with regular updates to the Board.
Capital management policies
The structure of the Company’s capital is noted in the Statement of Changes in Equity and
managed in accordance with the investment objective and policy set out in the Strategic Report.
The Company’s capital management objectives are to maximise the return to Shareholders while
maintaining a capital base to allow the Company to operate effectively and meet obligations as
they fall due.
The Board, with the assistance of the Manager, monitors and reviews the capital on an ongoing basis.
Manchester and London Investment Trust plc
90
NOTES FORMING PART OF THE
FINANCIAL STATEMENTS continued
For the year ended 31 July 2025
Annual Report & Financial Statements 2025
16. Risks – Investments, financial instruments and other risks continued
The Company is subject to externally imposed capital requirements:
• as a public company, the Company is required to have a minimum Share capital of £50,000;
and
• in accordance with the provisions of Sections 832 and 833 of the Companies Act 2006, the
Company, as an investment company:
• is only able to make a dividend distribution to the extent that the assets of the Company
are equal to at least one and a half times its liabilities after the dividend payment has been
made; and
• is required to make a dividend distribution each year such that it does not retain more than
15% of the income that it derives from shares and securities.
These requirements are unchanged since last year and the Company has complied with them at all
times.
A sensitivity analysis has not been prepared for interest risk, as the Company is not materially exposed
to interest rates.
17. Related party transactions
MLCM, a company controlled by Mr Mark Sheppard, is the Manager and AIFM of the Company.
Mr Sheppard is also a director of MMIC, which is the controlling Shareholder of the Company.
The Manager receives a monthly management fee for these services which in the year under review
amounted to a total of £2,447,000 (2024: £1,458,000) excluding VAT. The balance owing to the
Manager as at 31 July 2025 was £251,000 (2024: £218,000).
Details relating to the Directors’ emoluments are found in the Directors’ Remuneration Report on
page 50.
18. Ultimate control
The ultimate controlling Shareholder throughout the year and the previous year was MMIC, a
company incorporated in the UK and registered in England and Wales. This company was controlled
throughout the year and the previous year by Mr Mark Sheppard and his immediate family.
19. Post Statement of Financial Position events
There are no post balance sheet events to report.
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
91
Alternative Performance Measure (‘APM’)
An APM is a numerical measure of the Company’s current, historical or future financial performance,
financial position or cash flows, other than a financial measure defined or specified in the applicable
financial framework. In selecting these Alternative Performance Measures, the Directors considered
the key objectives and expectations of typical investors in an investment trust such as the Company.
Company
References to the Company refer to Manchester and London Investment Trust Public Limited
Company.
Delta
Delta measures the degree to which an option is exposed to shifts in the price of the underlying
asset (i.e. stock) or commodity (i.e. futures contract). Values range from 1.0 to –1.0 (or 100 to –100,
depending on the convention employed). See website link for further details: https://mlcapman.
com/faq/
Delta Adjusted Exposure
Delta times the underlying security’s notional exposure for options. For all other instruments, the
notional exposure of the security. At the sector and portfolio levels, this is the sum of the individual
security delta adjusted exposures. See website link for further details: https://mlcapman.com/faq/
Discount/premium
If the Share price is lower than the NAV per Share it is said to be trading at a discount. The size of
the discount is calculated by subtracting the Share price from the NAV per Share and is usually
expressed as a percentage of the NAV per Share. If the Share price is higher than the NAV per
Share, this situation is called a premium.
Gearing
Gearing refers to the level of the Company’s debt to its equity capital. The Company may
borrow money to invest in additional investments for its portfolio. If the Company’s assets grow,
the Shareholders’ assets grow proportionately more because the debt remains the same. But if
the value of the Company’s assets falls, the situation is reversed. Gearing can therefore enhance
performance in rising markets but can adversely impact performance in falling markets.
Gearing represents borrowings at par less cash and cash equivalents (including any outstanding
trade or foreign exchange settlements) expressed as a percentage of Shareholders’ funds.
Potential gearing is the Company’s borrowings expressed as a percentage of Shareholders’ funds.
GLOSSARY
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
92
Leverage
Under the AIFMD it is necessary for AIFs to disclose their leverage in accordance with the prescribed
calculations of the Directive. Leverage is often used as another term for gearing which is included
within the Strategic Report. Under the AIFMD there are two types of leverage that the AIF is
required to set limits for, monitor and periodically disclose to investors. The two types of leverage
calculations defined are the gross and commitment methods. These methods summarily express
leverage as a ratio of the exposure of debt, non-sterling currency, equity or currency hedging and
derivatives exposure against the net asset value. The difference between the two methods is that
the commitment method nets off derivative instruments and the gross method aggregates them.
Net asset value (“NAV”)
The NAV is Shareholders’ funds expressed as an amount per individual Share. Shareholders’ funds
are the total value of all the Company’s assets, at a current market value, having deducted all
liabilities and prior charges at their par value (or at their asset value). The total NAV per Share is
calculated by dividing the NAV by the number of Shares in issue excluding Treasury Shares.
Prime Broker
Prime brokerage is the bundling of services by investment banks enabling the Company to borrow
securities and cash in order to be able to invest on a netted basis and achieve an absolute return.
The Prime Broker provides custody and a centralised securities clearing facility for the Company so
the Company’s collateral requirements are netted across all deals handled by the Prime Broker.
Ongoing charges ratio
As recommended by the AIC, ongoing charges are the Company’s annualised expenses including
(excluding finance costs and certain non-recurring items) expressed as a percentage of the
average monthly net assets of £2,929,000. The ongoing charges ratio is 0.86%.
Total assets
Total assets include investments, cash, current assets and all other assets. An asset is an economic
resource, being anything tangible or intangible that can be owned or controlled to produce value
and to produce positive economic value. Assets represent the value of ownership that can be
converted into cash. The total assets less all liabilities will be equivalent to total Shareholders’ funds.
Rounding throughout this annual report is done on a line by line basis not a total basis.
GLOSSARY (continued)
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
93
NAV per Share total return
Total return statistics enable the investor to make performance comparisons between investment
trusts with different dividend policies. The total return measures the combined effect of any
dividends paid, together with the rise or fall in the Share price or NAV. This is calculated by the
movement in the NAV or Share price plus dividend income reinvested by the Company at the
prevailing NAV or Share price.
NAV per Share total return Page
31 July
2025
31 July
2024
Closing NAV per Share (p) 3 1077.29 831.24
Total dividends paid in the
year ended 31 July 2025 (2024) (p)
21.00 21.00
Adjusted closing NAV (p) 1098.29 852.24 a
Opening NAV per Share (p) 3 831.24 550.79 b
NAV per Share total return unadjusted
(c=((a-b)/b)) (%)
32.13 54.73 c
NAV per Share total return adjusted (%)* 3/4 33.60 55.44
* Based on NAV price movements and dividends reinvested at the relevant cum dividend NAV value during
the period. Where the dividend is invested and the NAV value falls this will further reduce the return or,
if it rises, any increase will be greater. The source is Bloomberg who have calculated the return on an
industry comparative basis.
Manchester and London Investment Trust plc
94
Annual Report & Financial Statements 2025
Important information:
This document is important and requires your immediate attention. If you are in any doubt as to any
aspect of the proposals referred to in this document or as to the action you should take, you should
consult your stockbroker, bank manager, solicitor, accountant or other independent professional
adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another appropriately authorised independent
professional adviser, without delay.
If you have sold or transferred all of your Ordinary Shares in the capital of the Company and, as
a result, no longer hold any Ordinary Shares in the Company, please send this document as soon
as possible to the purchaser or transferee, or to the person through whom the sale or transfer was
effected for transmission to the purchaser or transferee. If you have sold only part of your holding of
Ordinary Shares in the Company, you should retain the documents and consult the person through
whom the sale was effected.
Pursuant to Article 52.2 of the Company’s Articles of Association (the “Articles”), the Board has
determined that the Annual General Meeting will be held wholly by means of an Electronic Facility
(as defined in the Articles) namely by a live webcast. Full details are set out in the Letter from the
Chairman. Shareholders will be able to attend the meeting virtually. Explanations and definitions of
abbreviations can be found in the Glossary of the latest Annual Report and the Articles.
The Board encourages Shareholders to vote electronically or to appoint the Chairman of the
meeting as their proxy with their voting instructions. You may appoint a proxy electronically via
the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/. If shares
are not held directly, Shareholders are encouraged to arrange for their nominee to vote on their
behalf and appoint a proxy via the CREST system. To be valid, any form of proxy or other instrument
appointing a proxy must be received by post or (during normal business hours only) by hand at
the Company’s Registrar, at the address shown on the form of proxy, or in the case of shares held
through CREST, via the CREST system, or if submitting the proxy vote electronically, via the Registrar’s
website, by no later than 12.00 noon on Monday, 3 November 2025.
MANCHESTER AND LONDON
INVESTMENT TRUST PLC
(the “Company”)
(registered in England and Wales under number 01009550 with
12a Princes Gate Mews, London, England, SW7 2PS as registered address)
Notice of the fifty third Annual General Meeting
of the Company to be held virtually at 12.00 noon GMT
on Wednesday, 5 November 2025
Manchester and London Investment Trust plc
95
Annual Report & Financial Statements 2025
Letter from the Chairman
Dear Shareholder,
Notice of the Annual General Meeting
I am pleased to advise that the fifty-third Annual General Meeting (“AGM”) of the Company will be
held by means of an Electronic Facility on Wednesday, 5 November 2025 at 12.00 noon.
Meeting and Voting Arrangements
The Company understands and respects the importance of the AGM to shareholders and the
Company will offer shareholders the option to ask questions in advance of the meeting. The 2025
AGM will be a fully virtual meeting by means of an electronic facility and Shareholders are invited
to participate in the AGM electronically via Microsoft Teams. Further details are set out on page
99. Please contact the Manager who will provide further information. Shareholders are asked to
exercise their votes by submitting their proxy electronically in advance of the meeting and to
appoint the Chairman of the meeting as their proxy with their voting instructions. Further details of
how you can vote are set out on pages 99 and 100.
Business of the Meeting
The formal Notice of the AGM, which follows this letter, sets out the business to be considered at the
meeting. Shareholders are being asked to vote on various items of business, being: the receipt and
acceptance of the Annual Report and the Financial Statements for the year ended 31 July 2025;
the approval of the Directors’ Remuneration Report, the approval of the Remuneration Policy; the
approval of the final ordinary dividend; the re-election of Directors; the re-appointment of Deloitte
LLP as Auditor; the authorisation of the Directors to determine the remuneration of the Auditor;
the authorisation of the Directors to offer scrip dividends; the authorisation of the Directors to allot
Ordinary Shares and disapply statutory pre-emption rights for certain issues of Ordinary Shares; the
authorisation of the Company to make market purchases of Ordinary Shares; the authorisation for
the sale of Treasury Shares at a discount to Net Asset Value (”NAV”); and the holding of general
meetings (other than annual general meetings) on not less than 14 clear days’ notice.
Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 16 will be proposed
as special resolutions.
RESOLUTION 1 – Annual Report and Financial Statements for the year ended
31 July 2025
The Directors are required to present to the meeting the Company’s Strategic Report, Directors’
Report, Auditor’s Report and the audited financial statements for the financial year ended 31 July
2025 (the “Annual Report and Financial Statements”). These are contained in the Annual Report of
the Company for such period.
RESOLUTION 2 – Directors’ Remuneration Report
The Directors’ Remuneration Report for the year ended 31 July 2025 is set out on pages 50 to 53 of
the Annual Report and Financial Statements. In accordance with Companies Act 2006 (the “Act”),
this vote to approve the Remuneration Report is advisory only and the Directors’ entitlement to
receive remuneration is not conditional on it. The resolution and vote are a means of providing
Shareholder feedback to the Board.
NOTICE OF
ANNUAL GENERAL MEETING continued
Manchester and London Investment Trust plc
96
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
RESOLUTION 3 – Directors’ Remuneration Policy
The Directors’ Remuneration Policy is set out on page 54 of the Annual Report and Accounts. The
Policy is unchanged since it was presented at the AGM of the Company held on 6 November
2024. This resolution is binding in nature and, if approved, will take effect from the conclusion of the
AGM. Renewal of the policy is required to be sought at intervals of at least three years, or earlier
if there are any changes to the Policy, and the Policy will next be submitted to Shareholders for
approval no later than the 2028 AGM. Notwithstanding this, the Board wishes to put the Policy to
Shareholders for approval annually.
RESOLUTION 4 – Final and Special Dividend
The final ordinary dividend for the year ended 31 July 2025, as recommended by the Directors,
is 7.00 pence per Share and the special dividend, as recommended by the Directors, is also
7.00 pence per Share. If approved by Shareholders at the forthcoming AGM, these final and
special dividends will be paid on 7 November 2025 to Shareholders on the register at the close of
business on 3 October 2025. The ex-dividend date will be 2 October 2025.
RESOLUTIONS 5 to 8 – Election and Re-election of Directors
In line with the UK Corporate Governance Code (the “UK Code”), the Board has agreed a policy
whereby all Directors will seek annual re-election at the Company’s AGMs. In line with this policy,
Daniel Wright, Brett Miller, Daren Morris and James Waterlow will stand for re-election.
Mr Wright has no previous relationship with the Company other than his position as an independent
non-executive Director, nor with the controlling Shareholder of the Company or any associate of
the controlling Shareholder of the Company within the meaning of Listing Rule 10.6.16 R. In addition
to being satisfied that Mr Wright is independent of the controlling Shareholder, the other Directors
have also determined that he satisfies all the other independence criteria in the UK Code.
Mr Miller is head of compliance, governance and risk oversight, holds the SMF16 and SMF17 roles
under the Senior Managers and Certification Regime and sits on the risk management committee
of M&L Capital Management Limited, the Company’s Manager. He is therefore not deemed to be
independent of the Manager.
Neither Mr Morris, nor Sir James have previous relationships with the Company other than their position
as independent non-executive Directors, and Mr Morris as Audit Committee Chair. Sir James and
Mr Morris have no connections with the controlling Shareholder of the Company or any associate
of the controlling Shareholder of the Company within the meaning of Listing Rule 10.6.16 R.
M&M Investment Company Limited, which is controlled by Mark Sheppard who forms part of
the investment management team at M&L Capital Management Limited, is the controlling
Shareholder of the Company (further details can be found on page 34 of the Annual Report). The
Listing Rules require independent non-executive directors of Main Market listed companies that
have a controlling shareholder to be re-elected by a majority of the votes cast by the independent
Shareholders of the Company, as well as by a majority of the votes cast by all the Shareholders. In
the case of the Company, ‘independent Shareholders’ mean all the Shareholders of the Company
other than M&M Investment Company Limited.
Accordingly, the votes cast by the independent Shareholders and by all the Shareholders for the
resolutions for the re-election of Mr Wright, Mr Morris and Sir James (Resolutions 5, 6, 7 and 8) will
be calculated separately. Such a resolution will be passed only if a majority of the votes cast by
the independent Shareholders are in favour, in addition to a majority of the votes cast by all the
Shareholders being in favour. If the resolution to approve the re-election of Mr Wright, Mr Morris
or Sir James is passed, but separate approval by the independent Shareholders is not given, the
Listing Rules permit the Director to remain in office pending a further resolution to be approved by
all Shareholders, at a meeting which must be held more than 90 days, but within 120 days, of the
first votes.
Manchester and London Investment Trust plc
97
Annual Report & Financial Statements 2025
The Chairman and the Board confirm that, following formal performance reviews, the performance
of each of the Directors continues to be effective and demonstrates commitment to the role and
having considered the Directors’ other time commitments and board positions, are satisfied that
each Director has the capacity to be fully engaged with the Company’s business. The Chairman
and the Board therefore believe that it is in the interests of Shareholders that each of the Directors
standing for re-election are elected. Directors’ biographical details can be found in the Annual
Report on page 32.
RESOLUTIONS 9 and 10 – Re-appointment of Auditor and to authorise the
Directors to determine the Remuneration of the Company’s Auditor
Auditors must be appointed at each general meeting at which the Annual Report and Financial
Statements are presented to Shareholders. An assessment of the independence and objectivity of
Deloitte LLP has been undertaken by the Audit Committee; it has recommended to the Board that
a resolution for the re-appointment of Deloitte LLP as the Company’s Auditor be put to Shareholders
at the forthcoming AGM. Further details about the performance of the Auditor can be found on
page 49 of the Annual Report. Resolution 10, if passed, would authorise the Directors to determine
the level of Auditor’s remuneration.
RESOLUTION 11 – Authority to offer Scrip Dividends
The Directors are proposing to obtain the authority to offer an optional scrip dividend to Shareholders
in future periods. Scrip dividends are subject to Shareholder approval and Resolution 11 is being
proposed at the AGM to obtain that approval. The authority contained in Resolution 11 is to expire
at the conclusion of the annual general meeting of the Company to be held in 2026.
Unless circumstances change, the Directors would expect to renew this authority annually at
the annual general meetings of the Company. Details of how any scrip dividend scheme would
operate will be released to Shareholders if such an option is actually offered in the future.
RESOLUTION 12 – Authority to allot Shares
Resolution 12, an ordinary resolution, as set out in the notice of meeting, if passed, will renew the
Directors’ authority to issue up to an aggregate nominal value of £2,376,537, representing 9,506,147
Ordinary Shares (being approximately one-quarter of the issued share capital (excluding Treasury
Shares) as at 17 September 2025), in accordance with statutory pre-emption rights. The authority,
if given, will lapse at the conclusion of the next annual general meeting of the Company after the
passing of this resolution (which must be held no later than 31 January 2027). The authority will be
used where Directors consider it to be in the best interests of Shareholders. The Directors will only
issue new Ordinary Shares at a price at or above the prevailing net asset value per Ordinary Share.
As at 17 September 2025, 2,503,651 Shares were held in Treasury.
RESOLUTION 13 – Waiver of Pre-emption Rights
Resolution 13, a special resolution, if passed, will renew the Directors’ authority to disapply the
statutory pre-emption rights of existing Shareholders in relation to the issue of Ordinary Shares
for cash or the sale of Ordinary Shares out of Treasury up to an aggregate nominal amount of
£950,615 (being approximately 10% of the issued share capital (excluding Treasury Shares) as at
17 September 2025). This authority, if given, will expire at the next annual general meeting, when
a resolution for its renewal will be proposed. The authority will be used where Directors consider it
to be in the best interests of Shareholders. Any Ordinary Shares issued on a non-pre-emptive basis
under this authority will be issued at a price at or above the prevailing NAV per Ordinary Share. The
passing of Resolution 13 is subject to the passing of Resolution 12.
Manchester and London Investment Trust plc
98
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
RESOLUTION 14 – Authority to allot or sell Treasury Shares at a discount to NAV
Subject to the passing of Resolution 13, Resolution 14 will renew the Company’s authority to sell
Shares from Treasury at a discount to NAV. Treasury Shares may only be sold at a discount to NAV
per Share if that discount does not exceed the weighted average discount to NAV per Share at
which the Shares were purchased and provided that any Shares sold from Treasury for cash are
sold at higher prices (including expenses) than the weighted average price at which those Shares
were bought into Treasury.
RESOLUTION 15 – Authority to make market purchases of the Company’s
own Shares
At the annual general meeting held on 6 November 2024, the Company was granted authority
to purchase up to 14.99% of the Company’s Ordinary Shares in issue (excluding Treasury Shares)
amounting to 6,015,040 Ordinary Shares. Since September 2021, the highest price the Company
has paid for shares held in Treasury was 928 pence. The average cost per share of the shares held
in Treasury was 744 pence. As at 31 July 2025, the share price was 930 pence. As at 17 September
2025, 324,392 Shares have been bought back under this authority.
Resolution 15, which will be proposed as a special resolution, seeks to renew the authority granted
at last year’s annual general meeting and gives the Company authority to buy back its own Shares
in the market. The authority limits the number of Ordinary Shares that could be purchased to a
maximum of 5,699,885 (representing 14.99% of the issued Ordinary Share capital of the Company
(excluding Treasury Shares) as at the close of business on 17 September). The authority sets out
the minimum and maximum prices. This authority will expire at the conclusion of the next annual
general meeting of the Company.
Whilst the Directors have no present intention of using this authority, the Directors would use this
authority in order to address any imbalance between the supply and demand for the Ordinary
Shares and to manage the discount to NAV at which the Ordinary Shares trade. When proposing
this resolution the Directors have considered the following: the Company does not capitalize any
operational (non-Equity Swap Finance) costs, the Manager’s fee structure is viewed as competitive
when compared to similarly invested, actively managed, investment trust companies, and the
Directors believe that the discount is a function of the size of the Company, the liquidity of its shares,
and the Ten Year US Treasury yield.
Any purchases of Shares would be by means of market purchases through the London Stock
Exchange or other available exchanges. Any Shares purchased pursuant to this authority may
either be held as Treasury Shares or cancelled by the Company, as determined by the Directors
at the time of purchase. The authority will only be used after careful consideration, taking into
account market conditions prevailing at the time, other investment opportunities, appropriate
gearing levels and the overall financial position of the Company.
The Shares held in Treasury had an average book cost of 727 pence, the share price of the
Company at the year end was 930 pence, and hence at the year end the unrealised profit on the
stock held in Treasury is £4,425,000.
RESOLUTION 16 – Notice of General Meetings
Under the Act, the notice period required for all general meetings of a company is 21 days. Annual
general meetings will always be held on at least 21 clear days’ notice but Shareholders can approve
a shorter notice period for other general meetings, provided this is not less than 14 clear days. Such
a notice period provides flexibility and, if approved, will remain effective until the next annual
general meeting of the Company, when it is intended that a similar resolution will be proposed. The
Directors will only call general meetings on 14 clear days’ notice where they consider it in the best
interests of Shareholders to do so and the relevant matter requires to be dealt with expediently.
Manchester and London Investment Trust plc
99
Annual Report & Financial Statements 2025
Action to be taken now
Shareholders are permitted to attend the AGM virtually. The Board recognises that the AGM
represents an important forum for Shareholders to ask questions and virtual annual general meetings
allow a methodology for more shareholders to attend the meeting (up to 1,000) for a lower cost
(including travel costs and carbon footprint) and hence the Board believes virtual meetings are
more inclusive than physical meetings. The Teams platform is a product of Microsoft Corp., which
is the Company’s largest investment holding, so this will be a great opportunity for Shareholders to
get first-hand experience of a Microsoft product.
You are encouraged to appoint a proxy electronically via the Investor Centre app or web browser
at https://uk.investorcentre.mpms.mufg.com/. Alternatively, if you hold your shares in CREST, you
may appoint a proxy via the CREST system. Notice of your appointment of a proxy should reach
the Company’s Registrar, MUFG Corporate Markets by 12.00 noon on Monday, 3 November 2025.
If you hold your shares through a nominee service, please contact the nominee service provider
regarding the process for appointing a proxy and encourage them to vote electronically without
delay.
If you would like to attend the AGM virtually, please email (with Subject Line: Request to Join vAGM)
your details to ir@mlcapman.com with proof that you are a Shareholder or you have a Letter of
Authority from the nominee company that you hold shares with. You will receive a personal email
with the Teams Invite for the meeting.
On the day
You can join via Teams in the 15 minutes before the AGM from any device, whether or not you
have a Teams account. If you don’t have an account, follow these steps to join as a guest.
1. Go to the meeting invite and select Join Microsoft Teams Meeting.
2. That will open a web page, where you will see two choices: Download the Windows app and
Join on the web instead. If you join on the web, you can use either Microsoft Edge or Google
Chrome. Your browser may ask if it is okay for Teams to use your mic and camera. Be sure to
allow it so you will be seen and heard at the AGM.
3. Enter your name and choose your audio and video settings. If the meeting room (or another
device that is connected to the meeting) is nearby, choose Audio off to avoid disrupting.
Select Phone audio if you want to listen to the meeting on your mobile phone.
4. When you are ready, hit Join now.
5. This will bring you into the meeting lobby. Teams then notifies the Manager that you are there,
and then you can be admitted.
If you have a family member who is already a subscriber to Teams why not have a practice run with
your own family meeting with them?
Join Microsoft Teams Meeting
Manchester and London Investment Trust plc
100
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
How will the virtual AGM work?
When the AGM opens at the appointed time, you will be able to see and hear the Chairman. The
Chairman will open the AGM and address all questions that have been submitted in advance.
There will be a short opportunity to ask any further questions. Then the Chairman will ask if anyone
wishes to vote using the Poll Card (please do not elect to do so if you have already voted by Proxy
and do not wish to change your vote). If anyone does wish to vote by Poll Card, the process of
how and when to vote using a Poll Card will be explained and Poll Card votes will be accepted
throughout the AGM and the following 30 minutes after the AGM.
The Chairman will then formally put each resolution to the AGM and advise of the proxy votes
already received in advance.
The Manager will then say a few words about the Portfolio and the Financial markets. A further
opportunity will then be provided to ask the Manager questions.
The AGM will then formally close.
The results of the AGM will be announced by an RNS and posted to the Company’s website:
https://mlcapman.com/manchester-london-investment-trust-plc/
How to vote, speak and ask a question at the virtual AGM
There will be an opportunity to download, complete, sign and submit poll cards at the Virtual
meeting but the Board encourages Shareholders to vote electronically and to appoint the
Chairman of the meeting as their proxy with their voting instructions. You will find instructions in the
notes to the notice to enable you to vote electronically via www.signalshares.com and how to
register to do so. All valid proxy votes will be included in the voting. The ability to vote by Poll Card
will close 30 minutes after the close of the AGM.
Shareholders are also invited to ask questions at the AGM. The Board invites Shareholders to submit
any questions they may have for the virtual AGM by email (with Subject Line: Question for vAGM)
to ir@mlcapman.com. The Manager will endeavor to answer your question or get an answer to
your question and provide that to you personally before the AGM but the Chairman will also post
your question at the AGM, identify you as the person who formed the question and any reply
provided to you. If you do have a specific question whilst the AGM is in progress then use the “Raise
Hand” function in the “Reactions” menu on the Teams Meeting platform or by typing the question
through the Chat function on the Teams platform. You will be kept on mute by the AGM host until
you are invited to speak/ask your question(s).
Recommendation
The Board considers all the resolutions to be proposed at the AGM to be in the best interests of
Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend
that all Shareholders vote in favour of the resolutions, as they intend to do in respect of their own
shareholdings.
Keeping in touch
If you have not already done so we suggest you provide your email to the Registrars investor
relations site by logging on to www.signalshares.com AND providing your email to the Manager at
ir@mlcapman.com if you wish to receive the Fund Factsheet monthly.
Yours faithfully,
Daniel Wright
Chairman
24 September 2025
Manchester and London Investment Trust plc
101
Annual Report & Financial Statements 2025
NOTICE OF THE ANNUAL GENERAL MEETING 2025
Notice is hereby given that the Annual General Meeting (the “AGM”) of Manchester and London
Investment Trust plc (the “Company”) will be held virtually on Wednesday, 5 November 2025 at
12.00 noon.
Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions, which means that for each of
these to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions
13 to 16 will be proposed as special resolutions, meaning that for each of these to be passed, at
least 75% of the votes cast must be in favour.
Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures
that, if shareholders are unable to attend the AGM but have appointed proxies, their votes are
taken into account. The results of the polls will be announced to the London Stock Exchange and
published on the Company’s website as soon as possible after the conclusion of the AGM.
Business of the Meeting
Ordinary Resolutions
1. To receive and accept the Company’s Annual Report and Financial Statements for the year
ended 31 July 2025.
2. To receive and approve the Directors’ Remuneration Report for the year ended 31 July 2025.
3. To approve the Directors’ Remuneration Policy.
4. To declare a final ordinary dividend of 7.00 pence per Ordinary Share and a special dividend of
7.00 pence per Ordinary Share for the year ended 31 July 2025.
5. To re-elect Daniel Wright as a Director.
6. To re-elect Brett Miller as a Director.
7. To re-elect Daren Morris as a Director.
8. To re-elect James Waterlow as a Director.
9. To re-appoint Deloitte LLP as Auditor of the Company to hold office from the conclusion of this
meeting until the conclusion of the next annual general meeting of the Company at which the
Annual Report and Financial Statements are laid.
10. To authorise the Directors to determine the Auditor’s remuneration.
11. THAT, the Directors of the Company be and are hereby authorised to offer holders of the Ordinary
Shares of 25 pence each in the capital of the Company (“Ordinary Shares”) the right to elect
to receive newly issued Ordinary Shares, which are credited as fully paid up, instead of cash in
respect of the whole (or part at the Directors’ discretion) of any dividend declared from time to
time in respect of which the Directors determine that such election should apply, such authority
to expire at the conclusion of the annual general meeting of the Company to be held in 2026.
Manchester and London Investment Trust plc
102
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
12. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised,
in addition to any existing authorities, pursuant to and in accordance with Section 551 of the
Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot Ordinary
Shares of 25 pence each in the capital of the Company (“Ordinary Shares”), up to an aggregate
nominal amount of £2,376,537, representing 9,506,147 Ordinary Shares (being approximately one-
quarter of the issued share capital (excluding Treasury Shares) as at 17 September 2025), such
authority to expire at the next annual general meeting of the Company after the passing of this
resolution (unless previously revoked or varied by the Company in a general meeting), save that
the Company may, at any time prior to the expiry of such authority, make an offer or enter into
an agreement which would or might require Ordinary Shares to be allotted and the Directors may
allot Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred
hereby had not expired.
Special Resolutions
13. THAT, subject to the passing of Resolution 12 above, in addition to any existing authorities, the
Directors be and are hereby empowered, pursuant to Sections 570 to 573 of the Act to allot
Ordinary Shares for cash and to sell Ordinary Shares from Treasury for cash pursuant to the authority
referred to in Resolution 12 above as if Section 561 of the Act did not apply to any such allotment
or sale provided that this authority: (i) shall be limited to the allotment of Ordinary Shares and the
sale of Ordinary Shares from Treasury for cash up to an aggregate nominal amount of £950,615
(representing approximately 10% of the issued Share capital (excluding Treasury Shares) of the
Company as at 17 September 2025); and (ii) shall expire at the conclusion of the next annual
general meeting of the Company after the passing of this resolution (unless previously revoked
or varied by the Company in general meeting), save that the Company may, at any time prior
to the expiry of such power, make an offer or enter into an agreement which would or might
require Ordinary Shares to be allotted or sold from Treasury after the expiry of such power, and
the Directors may allot Ordinary Shares or sell Ordinary Shares from Treasury in pursuance of such
an offer or agreement as if such power had not expired.
14. THAT, subject to the passing of Resolution 13, to generally and unconditionally authorise and
empower the Directors in compliance with the Listing Rules to sell, transfer and allot Shares held
by the Company in Treasury (whether or not those Shares are held in Treasury at the date this
Resolution is passed or repurchased pursuant to the authority sought under Resolution 15 below)
for cash and that such Shares may be allotted or sold or transferred for a price which represents
a discount to the most recently published NAV per Share as at the date of such allotment or sale
provided that such discount does not exceed the weighted average discount to NAV per Share
at which the Shares were purchased and provided that any Shares sold from Treasury for cash are
sold at higher prices (including expenses) than the weighted average price at which those Shares
were bought into Treasury. The authority hereby granted shall require renewal from Shareholders
and expire at the conclusion of the next annual general meeting of the Company after the
passing of this Resolution, save that the Company may before such expiry enter into offers or
agreements which would or might require Shares held in Treasury to be sold or allotted after such
expiry and the Company may sell or allot Shares pursuant to any such offer or agreement as if the
authority hereby granted had not expired.
Manchester and London Investment Trust plc
103
Annual Report & Financial Statements 2025
15. THAT, in substitution of all existing authorities, to unconditionally and generally authorise the
Company, pursuant to section 701 of the Act, to make one or more market purchases (within the
meaning of section 693 of the Act) of any of its own Ordinary Shares of 25 pence provided that:
a. the maximum number of Ordinary Shares hereby authorised to be so purchased shall be
5,699,885 (or, if less, 14.99% of the number of Ordinary Shares in issue (excluding Treasury
Shares) immediately following the passing of this Resolution);
b. the minimum price, exclusive of expenses, which may be paid for such Shares shall be
25 pence each;
c. the maximum price, exclusive of expenses, which may be paid for a Share contracted to
be purchased on any day shall be an amount not more than the highest of (i) 105% of the
average of the Last Price per Bloomberg (or the closing price of the London Stock Exchange
Daily Official List) of the Company’s Ordinary Shares for the five business days immediately
preceding the day on which such Share is contracted to be purchased and (ii) the higher of
the price of the last independent trade, and the highest current independent bid price for a
share of the Company on the trading venues where the market purchases by the Company
pursuant to the authority conferred by this Resolution 14 will be carried out;
d. the authority hereby conferred shall expire at the conclusion of the next annual general
meeting of the Company, unless previously renewed, varied or revoked by the Company in
a general meeting; and
e. the Company may make a contract or contracts to purchase its own shares under the
authority hereby conferred prior to the expiry of such authority which will or might be executed
wholly or partly after the expiration of such authority and may make a purchase of its own
Shares in pursuance of any such contract(s).
16. THAT, a general meeting, other than an annual general meeting, may be called on not less than
14 clear days’ notice.
By order of the Board
Daniel Wright
Chairman
24 September 2025
Registered Office:
12a Princes Gate Mews
London SW7 2PS
Manchester and London Investment Trust plc
104
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
1. To be entitled to vote at the Meeting (and for the purpose of the determination by the Company
of the number of votes they may cast), Shareholders must be registered in the Register of Members
of the Company at close of trading on Monday, 3 November 2025. Changes to the Register of
Members after the relevant deadline shall be disregarded in determining the rights of any person
to attend and vote at the Meeting.
2. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights
to attend and to speak and vote on their behalf at the Meeting. A Shareholder may appoint
more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise
the rights attached to a different Ordinary Share or Ordinary Shares held by that Shareholder. A
proxy need not be a Shareholder of the Company however the Board recommends that you only
appoint the Chairman of the meeting as your proxy.
3. In the case of joint holders, where more than one of the joint holders purports to appoint a
proxy, only the appointment submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint holders appear in the Company’s
Register of Members in respect of the joint holding (the first named being the most senior).
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the
calculation of votes for or against the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as
he or she thinks fit in relation to any other matter which is put before the Meeting.
5. You can vote either:
a. Electronically via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/ and following the instructions.
b. You may request a hard copy form of proxy directly from the registrars, MUFG Corporate
Markets via email to shareholderenquiries@cm.mpms.mufg.com or by calling 0371 664 0300.
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between
09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
c. In the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case
the form of proxy must be received by MUFG Corporate Markets at PXS 1, Central Square,
29 Wellington Street, Leeds LS1 4DL by 12.00 noon on Monday, 3 November 2025.
6. If you return more than one proxy appointment, either by paper or electronic communication,
the appointment received last by the Registrar before the latest time for the receipt of proxies will
take precedence. You are advised to read the terms and conditions of use carefully. Electronic
communication facilities are open to all Shareholders.
7. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as
described in note 11 below) will in itself not prevent a Shareholder from attending the virtual
Meeting and voting in person if he/she wishes to do so.
Manchester and London Investment Trust plc
105
Annual Report & Financial Statements 2025
8. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and
tablet provided by MUFG Corporate Markets (the company’s registrar). It allows you to securely
manage and monitor your shareholdings in real time, take part in online voting, keep your details
up to date, access a range of information including payment history and much more. The app
is available to download on both the Apple App Store and Google Play, or by scanning the
relevant QR code below. Alternatively, you may access the Investor Centre via a web browser
at: https://uk.investorcentre.mpms.mufg.com/
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the Meeting (and any adjournment of the Meeting) by using
the procedures described in the CREST Manual (available from www.euroclear.com. CREST
Personal Members or other CREST sponsored members, and those CREST members who have
appointed a 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 or instruction made by means of CREST to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with
Euroclear UK & International Limited’s 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 RA10) by 12.00 noon on Monday, 3 November 2025. For
this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp
applied to the message by the CREST application host) from which the issuer’s agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through CREST should be communicated to the
appointee through other means.
11. CREST members and, where applicable, their CREST sponsors or voting service providers should
note that Euroclear UK & International Limited does not make available special procedures in
CREST for any particular message. Normal system timings and limitations will, therefore, apply
in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member, or sponsored member,
or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers are referred, in particular, to
those sections of the CREST Manual concerning practical limitations of the CREST system and
timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Any corporation which is a Shareholder can appoint one or more corporate representatives
who may exercise on its behalf all of its powers as a Shareholder provided that no more than
one corporate representative exercises powers in relation to the same shares. So if your shares
are held in Nominee you will need the Nominee to appoint you as a corporate representative
and they will need to provide us a letter setting out the details of your appointment AND of your
shareholding. If we do not have such a letter, or the Registrar has not been provided such a letter,
or your letter is not complete then you will be denied access to the meeting.
Manchester and London Investment Trust plc
106
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
13. As at 17 September 2025 (being the latest practicable business day prior to the publication of
this Notice), the Company’s ordinary issued share capital consists of 40,528,238 Ordinary Shares,
carrying one vote each. As at 17 September 2025, 2,503,651 Shares are held in treasury. Therefore,
the total voting rights in the Company as at 17 September 2025 are 38,024,587.
14. Under Section 527 of the Companies Act 2006, Shareholders meeting the threshold requirements
set out in that section have the right to require the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s financial statements (including
the Auditor’s Report and the conduct of the audit) that are to be laid before the Meeting; or (ii)
any circumstances connected with an auditor of the Company ceasing to hold office since the
previous meeting at which annual financial statements and reports were laid in accordance with
Section 437 of the Companies Act 2006 (in each case) that the Shareholders propose to raise
at the relevant meeting. The Company may not require the Shareholders 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 for the relevant financial year includes any statement that the Company has
been required under Section 527 of the Companies Act 2006 to publish on a website.
15. Any Shareholder have the right to attend the Meeting has the right to ask questions. The
Company must cause to be answered any such question relating to the business being dealt with
at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the
preparation for the Meeting or involve the disclosure of confidential information; (b) the answer
has already been given on a website in the form of an answer to a question; or (c) it is undesirable
in the interests of the Company or the good order of the Meeting that the question be answered.
Should you have any questions regarding the business of the meeting, please email the Board or
Manager on ir@mlcapman.com.
16. Copies of the Directors’ letters of appointment or service contracts are available for inspection on
the Company’s website and during normal business hours at the registered office of the Company
on any business day from the date of this Notice until the conclusion of the Meeting.
17. A person to whom this notice is sent who is a person nominated under Section 146 of the Companies
Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between
him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or
to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it, he/she may, under any such agreement,
have a right to give instructions to the Shareholder as to the exercise of voting rights.
The statements of the rights of members in relation to the appointment of proxies in note 2 above
do not apply to a Nominated Person. The rights described in this note can only be exercised by
registered members of the Company.
18. You may not use any electronic address (within the meaning of Section 333(4) of the Companies
Act 2006) provided in either this Notice or any related documents (including the form of proxy) to
communicate with the Company for any purposes other than those expressly stated.
19. A copy of this Notice, and other information required by Section 311A of the Companies Act
2006, can be found on the Company’s website at www.mlcapman.com/manchester-london-
investment-trust-plc.
Manchester and London Investment Trust plc
107
Annual Report & Financial Statements 2025
APPENDIX 1 – Biographies of the Directors
Daniel Wright
Mr Wright was appointed to the Board on 29 October 2018, so he has served on the Board as an
independent non-executive director for seven years. Mr Wright was appointed as Chairman of the
Board on 26 November 2021.
Principal External Appointments:
Director of SolasCure Limited.
Non-Executive Chairman of Uinsure Group Holdings.
Mr Wright was previously the founding partner, chief operating officer and head of portfolio at
NorthEdge Capital, executive chairman of Accrol Group Holdings Plc and Chairman of Vision
Support Services Group Limited, a private company that he founded and grew to become
Europe’s leading distributor of textiles to the hospitality sector.
He has also held previous roles at Science in Sport Plc, Cable Partners LLC, Deutsche Morgan
Grenfell Private Equity and The Royal Bank of Scotland.
Bio
Mr Wright graduated from the University of Cambridge and qualified as a chartered accountant
with Arthur Andersen in 1996.
What we value: Experienced Chairman with deep understanding of how companies work,
Accounting knowledge, Interest in International affairs and geo-politics. Dan has an interest in
192,303 (129,534 of which held by PCAs) shares in the company.
Daren Morris
Mr Morris was appointed to the Board of the Company and as Chairman of the Audit Committee
on 10 December 2021. He is also the Company’s Senior Independent Director.
Principal External Appointments:
Previously CFO and interim CEO of Big Technologies PLC, a company listed on AIM and active in
the provision of advanced technology for the electronic monitoring of individuals. Previously CFO
of Volex PLC from 2015 to 2020. Spent the first 18 years of his career in investment banking and
accountancy and was a Managing Director at both UBS Investment Bank and Morgan Stanley. Mr
Morris’s other public company board experience includes Big Technologies plc, Volex plc, Easynet
plc and Nexen Tech Corporation.
Bio
Mr Morris is a qualified chartered accountant (ICAEW ACA 1997) and graduated in Physics from
Trinity College, Oxford.
What we value: Mr Morris has done an excellent job as Chairman of the Audit Committee. He has
a highly impressive CV of public company and City experience. He has an interest in 42,925 shares
in the company.
Manchester and London Investment Trust plc
108
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
Brett Miller
Mr Miller was appointed to the Board on 30 August 2013, so he has served on the Board for 12 years.
Mr Miller is not a member of the Audit Committee.
Principal External Appointments:
Director of Ecofin US Renewables Infrastructure Trust plc.
Director of SLF Realisation Fund Limited.
Director of Achilles Investment Company Limited.
Bio
Mr Miller graduated from the University of the Witwatersrand (South Africa) with a Bachelors degree
majoring in law and economics and additionally holds a law degree from the London School of
Economics. He qualified as a solicitor and practised until 1997. Mr Miller is head of compliance,
governance and risk oversight, holds the SMF16 and SMF17 roles under the Senior Managers and
Certification Regime and also sits on the risk management committee of MLCM, the Company’s
Manager.
What we value: Long service with deep knowledge of the last decade of the Company’s history,
Legal knowledge, Extensive public company knowledge. Mr Miller has an interest of 1,734 shares
in the company.
Sir James Waterlow
Sir James Waterlow was appointed to the Board on 17 August 2020. Sir James Waterlow is a member
of the Audit Committee.
Bio
Specialised in investment trusts for thirty years, for the past sixteen as a partner on the Investment
Funds team at Singer Capital Markets. During his career he has advised approximately 30 investment
trust boards and worked on a significant number of transactions, raising over £5 billion for new and
existing funds.
Sir James graduated from the University of Exeter.
What we value: Very useful understanding of the Investment Trust Company sector as it develops
in context to both regulatory and market events. Extensive contacts with Investors in Investment
Funds. Sir James has an interest in 15,000 shares in the company.
The Directors are shareholders like you. They are hardworking and dedicated and we ask you for
your support in their re-appointment.
Manchester and London Investment Trust plc
109
Annual Report & Financial Statements 2025
APPENDIX 2 – Technical help for the Virtual AGM
1. Now: Email ir@mlcapman.com requesting a Microsoft Teams Meeting invite. Subject Line: Request
to Join vAGM
2. Now: Please vote for the resolutions:
• Electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.
mufg.com/ and following the instructions;
• You may request a hard copy form of proxy directly from the registrars, MUFG Corporate
Markets on Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in
England and Wales.
• In the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out below.
• In order for a proxy appointment to be valid a form of proxy must be completed. In each
case the form of proxy must be received by MUFG Corporate Markets at Central Square,
29 Wellington Street, Leeds LS1 4DL by 12.00 noon on Monday, 3 November 2025.
3. Now: Please email your questions to ir@mlcapman.com. Subject Line: Question for vAGM.
4. On the day: Please vote Go to the meeting invite and select Join Microsoft Teams Meeting.
• That will open a web page, where you will see two choices: Download the Windows app and
Join on the web instead. If you join on the web, you can use either Microsoft Edge or Google
Chrome. Your browser may ask if it’s okay for Teams to use your mic and camera. Be sure to
allow it so you’ll be seen and heard in your meeting.
• Enter your name and choose your audio and video settings. If the meeting room (or another
device that’s connected to the meeting) is nearby, choose Audio off to avoid disrupting.
Select Phone audio if you want to listen to the meeting on your mobile phone.
• When you’re ready, hit Join now.
• This will bring you into the meeting lobby. Teams then notifies the Manager that you’re there,
and then you can be admitted.
Join Microsoft Teams Meeting
Manchester and London Investment Trust plc
110
Annual Report & Financial Statements 2025
NOTICE OF
ANNUAL GENERAL MEETING continued
5. At the Virtual AGM: If you want to vote by Poll Card at the meeting (and you have not voted by
Proxy before OR you have voted by Proxy before but wish to change your vote) then please now
download (they will be posted on the Team platform), complete, sign and submit by email to ir@
mlcapman or via the “Chat” function on Teams your completed poll cards at the Virtual meeting
6. At the Virtual AGM: If you do have a specific question whilst the AGM is in progress then use the
“Raise Hand” function in the “Reactions” menu on the Teams Meeting platform or by typing the
question through the Chat function on the Teams platform.
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
111
Frequency of NAV publication
The Company’s NAV is released to the London Stock Exchange on a weekly basis.
Sources of further information
Copies of the Company’s annual and half-yearly reports, factsheets and further information on the
Company can be obtained from its website:
www.mlcapman.com/manchester-london-investment-trust-plc.
Key dates (expected)
Company’s year end 31 July 2025
Annual results announced 24 September 2025
Ex-dividend date 2 October 2025
Record date 3 October 2025
Annual General Meeting 5 November 2025
Final dividend payment date 7 November 2025
Company’s half-year end 31 January 2026
Half-yearly results announced March 2026
Electronic communications from the Company
Shareholders now have the opportunity to be notified by email when the Company’s annual reports,
half-yearly reports and other formal communications are available on the Company’s website,
instead of receiving printed copies by post. This has environmental benefits in the reduction of
paper, printing, energy and water usage, as well as reducing costs to the Company. If you have
not already elected to receive electronic communications from the Company and wish to do so,
download the Investor Centre app or visit https://uk.investorcentre.mpms.mufg.com/. To register,
you will need your investor code, which can be found on your share certificate or your dividend
confirmation statement.
Alternatively, you can contact MUFG Corporate Markets’ Customer Support Centre, which is
available to answer any queries you have in relation to your shareholding:
By phone: call 0371 664 0300 (calls are charged at the standard geographic rate and will vary by
provider. Calls outside the UK will be charged at the applicable international rate. MUFG is open
between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales).
By email: shareholderenquiries@cm.mpms.mufg.com
By post: MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
SHAREHOLDER INFORMATION
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
112
CORPORATE INFORMATION
Directors and advisers
Directors
Daniel Wright (Chairman)
Brett Miller
Sir James Waterlow
Daren Morris (Audit Committee Chairman)
Manager and AIFM
M&L Capital Management Limited
12a Princes Gate Mews
London SW7 2PS
Email: ir@mlcapman.com
Company Secretary
MUFG Corporate Governance Limited
Central Square
29 Wellington Street
Leeds LS1 4DL
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Tel: 0371 664 0300
Email:
shareholderenquiries@cm.mpms.mufg.com
Auditor
Deloitte LLP
110 Queen Street
Glasgow G1 3BX
Administrator
Waystone Administration Solutions (UK)Limited
Broadwalk House
Southernhay West
Exeter EX1 1TS
Bank
National Westminster Bank plc
11 Spring Gardens
Manchester M60 2DB
Depositary
Indos Financial Limited
The Scalpel
18
th
Floor
52 Lime Street
London EC3M 7AF
Tel: 020 3876 2225
Prime Brokers
JP Morgan Securities PLC
25 Bank Street
Canary Wharf
London E14 5JP
Tel: 020 7134 8584
Morgan Stanley & Co International PLC
25 Cabot Square
Canary Wharf
London E14 4QA
Tel: 020 7425 8000
Company details
Registered Office
12a Princes Gate Mews
London SW7 2PS
Country of Incorporation
Registered in England and Wales
Number: 01009550
Company website
www.mlcapman.com/manchester-london-investment-trust-plc
Manchester and London Investment Trust plc Annual Report & Financial Statements 2025
113
Manchester and London
Investment Trust plc
Registered in England & Wales
Number: 01009550
Registered Office
12a Princes Gate Mews
London SW7 2PS
Company website
www.mlcapman.com/manchester-
london-investment-trust-plc