CGW.L Regulatory News (CGW)

CHELVERTON GROWTH TRUST PLC

FINAL RESULTS FOR THE YEAR ENDED 31 AUGUST 2016

The full Annual Report and Accounts can be accessed via the Company's website at www.chelvertonam.com or by contacting the Company Secretary on 01392 487056.

Investment objective

The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on the Alternative Investment Market with a market capitalisation at the time of investment of up to £50 million, which are believed to be at a "point of change". The Company will also invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on the Alternative Investment Market or the investee company being sold. Its investment objective is to increase net asset value per share at a higher rate than other quoted smaller company trusts and the MSCI Small Cap UK Index.

It is the Company's policy not to invest in any listed investment companies (including listed investment trusts).

Company summary

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Performance statistics

Strategic Report

The Strategic Report has been prepared in accordance with section 414A of the Companies Act 2006 (the"Act"). Its purpose is to inform the Members of the Company and help them understand how the Directors have performed their duty under section 172 of the Act to promote the success of the Company.

Chairman's Statement

I am pleased to announce another year of good progress in which the fund's Net Asset Value ("NAV") per share has increased from 54.95p to 62.53p - an increase of 13.79% a significant outperformance over the Company's benchmark index, the MSCI Small Cap UK Index which rose by 3.78%.

The period under review has been dominated by the run-up to the EU Referendum Vote and the ensuing outcome. We have now entered a period of uncertainty fuelled by seemingly endless media speculation. This state of affairs is likely to last for a significant period of time.

Generally speaking, the companies in the portfolio are domestically focused and their business dealings are therefore linked directly to the prosperity and growth of the UK economy. With the substantial and sudden decline in sterling since the Referendum Vote many will see a rise in their impute costs, it is hoped that this will be compensated by increased export opportunity and increased market share in their UK markets due to the competitive advantage a lower pound gives vis a vis overseas products and services. It should be noted that many investee companies employ people from the EU whom have come to work in the UK, it is important that their future status is defined as quickly as possible.

In the period under review, the UK economy grew at, or around, the long-term average rate. Both the IMF and Treasury have had to consistently increase their assessment of the rate of economic growth in the UK. It no longer looks like the UK will slip into recession in the short term, as had been widely forecast before the Referendum vote, and whilst growth may be subdued for a period, it is widely expected that the Government will announce measures in the Autumn Statement to bolster the economy and provide a much needed investment in the infrastructure of the UK.

Inflation, although expected to rise in the short term, is still at historically low levels and well below the Bank of England's target of 2%. Whilst bank base rates look like they will remain at historically low levels the access to credit for many small companies is still difficult and even if secured, expensive.

The companies in the portfolio have generally made progress over the past year and as ever we hope that the investment and development that has taken place in the past few years will, notwithstanding the comments above, begin to bear fruit over the coming years.

As noted in my statement last year, the Board continue to examine strategic options that will enable all Shareholders to realise full value efficiently in the medium term. The tender process is a key element of this strategy and the Board remains committed to an annual tender as a means of offering Shareholders the ability to realise some of their shareholding at a modest discount to net asset value. In order to provide some logical consistency, the tender will take place the same time as it has this year, in March with the pricing to be decided when the interim accounts are produced at the end of February 2017. Given the continued strong performance of the unquoted portfolio and the oversubscribed tender earlier this year, it is the Board's intention, if possible, to maintain the tender at 25% in 2017.

I do not usually comment on short term fluctuation in the Company Share price as we are focussed upon the creation of long term value as measured by the NAV of the company.

It would be my reasonable expectation that the share price would trade around the NAV of the Company as reflected in the report and accounts (currently 62.53p). Therefore, I see no fundamental reason for the current 108% premium to the NAV to be maintained.

I would like to thank David Horner and his team for the excellent performance achieved over the last 12 months and although undoubtedly challenges exist the portfolio seems well positioned and I am hopeful of continued good performance over the longer term.

Kevin Allen

Chairman

7 November 2016

Investment Manager's overview

In the past year the UK economy has again grown steadily. However, given the result of the EU Referendum in June no-one can now be sure how things will develop going forward. This uncertainty will, for a few years, become the "new normal" and companies and investors will have to adapt.

Given the instability and tensions, both political and economic, in the European Union this change in attitude is long overdue. The unexpected result of the EU Referendum has acted as a catalyst for investors, economists and politicians to consider the overall EU/UK relationship with more clarity. The position of the UK has been well documented but there are currently profound political and economic questions being asked in Italy, Austria, Holland, France, Germany and Hungary. There is little doubt that in a year's time the whole political landscape may have changed very dramatically.

Without wishing to appear complacent, we believe that the difficult change that the UK will need to go through over the next two to five years will leave the country in a better position politically and economically.

The companies that this portfolio invests in are essentially small UK businesses that will need to adapt and be "fleet of foot" to ensure that they are winners going into the future. The Government appear to have recognised that the SME sector is critical to the future wealth and development of the UK economy and that these businesses need help to prosper.

The Eurozone continues to sluggishly recover from the "Great Recession". The ongoing problems in Greece have not been resolved, and probably cannot be until Greece is allowed to leave the Euro. There is clear evidence that many parts of the EU banking system will require restructuring and substantial recapitalisation. The migrant crisis does not seem to abate and with major offensives in Syria and Iraq this human tragedy is only likely to get worse.

Portfolio review

The most important change to the portfolio was the sale of Parmenion Capital Partners LLP to Aberdeen Asset Management plc at the beginning of the year for £1.78m with a possible further payment, dependent on Parmenion's performance, up to a maximum of £674,000. Taking the progress of Parmenion since the sale and the many factors that could possibly de-rail any earn-out being achieved, it was decided at this stage to include £100,000 in these accounts in respect of this possible future sum. We will continue to closely monitor performance against the earn-out criteria and revalue the asset accordingly.

This year we have sold the balance of the shareholding in IDOX plc which has been a major contributor to the fund over many years. We have reduced our holding in LPA plc as its share price has finally recognised its value as a specialist supplier to the manufacturers of railway rolling stock.

Additional investments were made in Touchstar plc, the new name for Belgravium Technologies plc, which, following its interim results has begun to see some recognition in the share price of the operational progress that has been made. Further investments were made in Petards plc and Lombard Risk Management plc both of which we expect to make good contributions to the growth of the fund in the current year.

A new unquoted investment was made in Pedalling Forth Limited, trading as VeloVixen. This young business supplies by an internet "shop" cycling clothing for women. As most people are aware, cycling is enjoying a massive growth in participation and the percentage increase in women cyclists is probably greater than that of the overall market. This funding is to finance additional marketing of the business as it develops.

The holding in Chelverton Asset Management Holdings Limited the company used to finance the MBO of Chelverton Asset Management, the Investment Manager of this fund, was again revalued upwards reflecting the growth in funds under management. The investment in Transflex Vehicle Rental was also increased, recognising the significant progress made; this was highlighted with the company coming third in a league table of the fastest growing North East companies. The holding in La Salle Education was written off to reflect the disappointing take up in their product by the market place.

Outlook

The ongoing growth of Transflex Vehicle Rental, the largest holding in the fund, is expected to continue with the opening of new sales and operational outlets. Expected further recovery and growth in the share prices of a number of the AIM holdings should also contribute to the future increase in the asset value.

We expect to see further share price recovery and growth across the portfolio over the next twelve months and another year of good progress in 2016/17.

David Horner

Chelverton Asset Management Limited

7 November 2016

Portfolio Review

as at 31 August 2016

*Formerly Belgravium Technologies

Portfolio holdings

as at 31 August 2016

*Formerly Belgravium Technologies

** Sold during the year

Portfolio breakdown by sector and by Index

Percentage of portfolio by sector

Percentage of portfolio by index

Directors (all non-executive)

Kevin Allen (Chairman)⃰

David Horner

Ian Martin⃰

⃰Independent

Extracts from the Strategic Report

As explained within the Report of the Directors, the Company carries on business as an investment trust. Investment trusts are collective closed-ended public limited companies.

Chelverton Growth Trust plc is a public limited company incorporated in England and Wales (registration number 2989519) with its registered office being Suite 8, Bridge House, Courtenay Street, Newton Abbot TQ12 2QS.

The Company is an investment company under section 833 of the Companies Act.

The Company's shares are listed on the London Stock Exchange main market under the code CGW (sedol 0262134).

Board

The Board of Directors is responsible for the overall stewardship of the Company, including investment and dividend policies, corporate and gearing strategy, corporate governance procedures and risk management.

Investment objective

The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on the Alternative Investment Market with a market capitalisation at the time of investment of up to £50 million, which are believed to be at a "point of change". The Company will also invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on the Alternative Investment Market or the investee company being sold.

Investment policy

The Company invests principally in securities of publicly quoted UK companies, though it may invest in unquoted securities. The performance of the Company's investments is compared to the MSCI Small Cap UK Index.

The Company may also invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on the Alternative Investment Market or the investee company being sold.

It is the Company's policy not to invest in any listed investment companies or listed investment trusts.

To comply with Listing Rules the Company's investment policy is detailed above and should be read in conjunction with the subsequent sections entitled investment strategy and the performance analysis.

It is intended from time to time, when deemed appropriate, that the Company will borrow for investment purposes.

The investment objective and policy stated are intended to distinguish the Company from other investment vehicles which have relatively narrow investment objectives and which are constrained in their decision making and asset allocation. The investment objective and policy allow the Company to be constrained in its investment selection only by valuation and to be pragmatic in portfolio construction by only investing in securities which the Investment Manager considers to be undervalued on an absolute basis. Portfolio risk is managed by investing in a diversified spread of investments.

Investment strategy

Investments are selected for the portfolio only after extensive research which the Investment Manager believes to be key. The whole process through which equity must pass in order to be included in the portfolio is very rigorous. Only a security where the Investment Manager believes that the price will be significantly higher in the future will pass the selection process. The Investment Manager believes the key to successful stock selection is to identify the long-term value of a company's shares and to have the patience to hold the shares until that value is appreciated by other investors. Identifying long-term value involves detailed analysis of a company's earnings prospects over a five-year time horizon.

The Company's Investment Manager is Chelverton Asset Management Limited, an independent investment manager focussing exclusively on achieving returns for investors based on UK investment analysis of the highest quality. The founder and employee owners of Chelverton include experienced investment professionals with strong investment performance records who believe rigorous fundamental research allied to patience is the basis of long-term investment success.

The Chairman's statement and the Investment Manager's overview give details of the Company's activities during the year under review.

Investment of Assets

At each Board meeting, the Board considers compliance with the Company's investment policy and other investment restrictions during the reporting period.

Environment Emissions

All of the Company's activities are outsourced to third parties. As such it does not have any physical assets, property, or operations of its own and does not generate any greenhouse gas or other emissions.

Review of Performance and Outlook

Reviews of the Company's returns during the financial year, the position of the Company at the year end, and the outlook for the coming year are contained in the Investment Manager's overview.

Principal risks and uncertainties and risk management

As stated within the Corporate Governance Statement, the Board applies the principles detailed in the internal control guidance issued by the Financial Reporting Council, and has established a continuing process designed to meet the particular needs of the Company in managing the risks and uncertainties to which it is exposed.

The principal risks and uncertainties faced by the Company are described below and in note 15 which provides detailed explanations of the risks associated with the Company's financial instruments.

Market risk

The Company is exposed to market risk due to fluctuations in the market prices of its investments.

The Investment Manager actively monitors economic and company performance and reports regularly to the Board on a formal and informal basis. The Board formally meets with the Investment Manager quarterly when portfolio transactions and performance are reviewed. The Management Engagement Committee meets as required to review the performance of the Investment Manager.

The Company is substantially dependent on the services of the Investment Manager's investment team for the implementation of its investment policy.

The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to time. Whilst during positive stock market movements the portfolio may forego notional gains, during negative market movements this may provide protection.

Premium/discount volatility

As with many investment trust companies, premiums and discounts can significantly fluctuate.

The Board recognises that it is in the long-term interests of Shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is performance. The Board does not intend to adopt a precise discount target at which shares will be bought back. However, Ordinary shares will not be bought back for cancellation or into Treasury at a discount to NAV of less than 7.5%.

Regulatory risks

Relevant legislation and regulations which apply to the Company include the Companies Act 2006, the Corporation Tax Act 2010 ("CTA"), the Alternative Investment Fund Manager's Directive ("AIFMD") and the Listing Rules of the Financial Conduct Authority ("FCA"). The Company has noted the recommendations of the UK Corporate Governance Code and its statement of compliance appears on pages 16 to 22. A breach of the CTA could result in the Company losing its status as an investment company and becoming subject to capital gains tax, whilst a breach of the Listing Rules might result in censure by the FCA. At each Board meeting the status of the Company is considered and discussed, so as to ensure that all regulations are being adhered to by the Company and its service providers.

The Board is not aware of any breaches of laws or regulations during the period under review and up to the date of this report.

Financial risk

The financial situation of the Company is reviewed in detail at each Board meeting. The content of the Company's Annual Report and financial statements is monitored and approved both by the Board and the Audit Committee.

Inappropriate accounting policies or failure to comply with current or new accounting standards may lead to a breach of regulations.

Liquidity risk

The Board monitors the liquidity of the portfolio at each Board meeting and regularly reviews the investments with the Investment Manager.

A more detailed explanation of the investment management risks facing the Company is given in note 15 to the financial statements.

Financial instruments

As part of its normal operations, the Company holds financial assets and financial liabilities. Full details of the role of financial instruments in the Company's operations are set out in note 15 to the financial statements.

The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of contractual obligations. It also regularly monitors the investment environment and the management of the Company's investment portfolio. Investment risk is spread through holding a wide range of securities in different industrial sectors.

Statement regarding annual report and accounts

Following a detailed review of the Annual Report and Accounts by the Audit Committee, the Directors consider that taken as a whole it is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.

Performance analysis using key performance indicators

At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objectives, for example: the NAV, the movement in the Company's share price and the premium/discount of the share price in relation to the NAV.

The Company's Income statement is set out below.

The movement of the NAV is compared to the MSCI Small Cap UK Index, the Company's benchmark.

The NAV per Ordinary share at 31 August 2016 was 62.53p (2015: 54.95p), an increase of 13.79%. By comparison the benchmark rose by 3.78%.

The Company's share price at the year-end was 82.00p (2015: 42.50p).

Viability Statement

The Board reviews the performance and progress of the Company over various time periods and uses these assessments, regular investment performance updates from the Investment Manager and a continuing programme of monitoring risk, to assess the future viability of the Company. The Directors consider that a period of three years is the most appropriate time horizon to consider the Company's viability and after careful analysis, the Directors believe that the Company is viable over a three-year period. The Directors are of the opinion that the Company has sufficient liquidity in the portfolio in readily realisable smaller capitalised AIM traded securities.

In order to maintain viability, the Company has a robust risk control framework for the identification and mitigation of risk which is reviewed regularly by the Board. The Directors also seek reassurance from suppliers that their operations are well managed and they are taking appropriate action to monitor and mitigate risk. The Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of assessment.

Current and future developments

A review of the main features of the year is contained in the Chairman's statement and the Investment Manager's overview.

The marketing and promotion of the Company will continue to involve the Board, led by the Investment Manager, with a proactive communications programme either directly or through its website, with existing and potential new Shareholders and other external parties.

The Directors are seeking to renew the appropriate powers at the next Annual General Meeting to enable the purchase of the Company's own shares, when it is in the interests of Shareholders as a whole.

Social, environmental and employee issues

The Company does not have any employees and the Board consists entirely of non-executive directors. As the Company is an investment trust, which invests in other companies, it has no direct impact on the community or the environment, and as such has no policies in this area.

Alternative Investment Fund Manager's Directive ("AIFMD")

The Board has registered itself as the AIFM with the FCA under the Directive and confirm that all required returns have been completed and filed.

By Order of the Board

Kevin Allen

Chairman

7 November 2016

Extract from the Report of the Directors

Status, objective and review

The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HM Revenue & Customs ('HMRC') as an authorised investment trust under Section 1158 of the Corporation Tax Act 2010. The Company will be treated as an investment trust company for each subsequent accounting period, subject to there being no serious breaches of the conditions. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 August 2016 so as to be able to continue to qualify as an authorised investment trust. The Company is an investment company as defined in Section 833 of the Companies Act 2006.

Management and administration agreements

The Company's investments are managed by Chelverton Asset Management Limited ("CAM") under an agreement dated 28 June 2001. Mr Horner is a director of CAM.

The Company pays CAM, in respect of its services as Investment Manager, an annual fee of 1% payable monthly in arrears.

The amount payable to CAM for the year ending 31 August 2016 was £46,000. At the year-end £3,500 was outstanding to CAM.

The appointment of CAM as Investment Manager may be terminated by either party giving to the other not less than twelve months' notice of such termination. There are no specific provisions contained within the Investment Management Agreement relating to the compensation payable in the event of termination of the agreement other than entitlement to fees, which would be payable within any notice period.

Under an agreement dated 21 December 2015, company secretarial services and the general administration of the Company are undertaken by ISCA Administration Services Limited for an annual fee of £40,000.

Appointment of Chelverton Asset Management ("CAM") as the Investment Manager

The Board, excluding Mr Horner, continually reviews the performance of the Investment Manager. In the opinion of the independent Directors the continuing appointment of CAM, as Investment Manager, on the terms outlined in the Investment Management Agreement dated 28 June 2001 and amended on 1 December 2006, is in the best interests of the Shareholders as a whole. Further, the Board is satisfied that CAM has the required skill and expertise to continue to manage the Company's portfolio and charges fees that are reasonable when compared with those of similar investment trusts.

Going concern

In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council. They have considered the current cash position of the Company, and forecast revenues for the current financial year. The Directors have also taken into account the Company's investment policy, which is subject to regular Board monitoring processes, and is designed to ensure the Company holds sufficient liquid securities to meet possible cash flow needs.

The Company retains title to all assets held by its custodian. Note 15 to the financial statements sets out the financial risk profile of the Company and indicates the effect on its assets and liabilities of falls and rises in the value of securities, market rates of interest and changes in exchange rates.

The Directors believe, in the light of the controls and review processes noted above and bearing in mind the nature of the Company's business and assets, that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the accounts.

On behalf of the Board

Kevin Allen

Chairman

7 November 2016

Statement of Directors' responsibilities in respect of the financial statements

The Directors are responsible for preparing the Annual Report and the financial statements and have elected to prepare them in accordance with applicable United Kingdom law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 its profit or loss for that period.

In preparing the financial statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy, at any time, the financial position of the Company and 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 Report of the Directors, Directors Remuneration Report and Corporate Governance Statement.

The Directors, to the best of their knowledge, state that:

· the financial statements, prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and net return of the Company; and

· the Strategic Report incorporating the Chairman's statement and Investment Manager's overview together with the Report of the Directors include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.

The Directors are responsible for the maintenance and integrity of the corporate and financial information related to the Company including on the website of the Investment Manager www.chelvertonam.com.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

On behalf of the Board

Kevin Allen

Chairman

7 November 2016

NON- STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 August 2016 and 2015 but is derived from those accounts. Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for 2016 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Accounts on the Investment Manager's website: www.chelvertonam.com.

Income statement

for the year ended 31 August 2016

The total column of this statement is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

No operations were acquired or discontinued during the year.

A separate Statement of Other Comprehensive Income has not been prepared as all such gains and losses are included in the Income statement.

The notes form part of these accounts.

Statement of changes in equity

for the year ended 31 August 2016

Statement of financial position 

as at 31 August 2016

These accounts were approved by the Board of Directors of Chelverton Growth Trust PLC and authorised for issue on 7 November 2016. They were signed on its behalf by

Kevin Allen

Chairman

Statement of cash flows

For the year ended 31 August 2016

 1 ACCOUNTING POLICIES

Accounting convention

The financial statements are prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 ("FRS 102"), the Companies Act 2006 and with the AIC Statement of Recommended Practice ("SORP") issued in November 2014, regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts. All the Company's activities are continuing.

Income recognition

Dividends receivable on quoted equity shares are included as revenue when the investments concerned are quoted 'ex-dividend'. UK dividends are disclosed excluding the associated tax credit. Dividends receivable on equity and non-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 included on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis and charged through the revenue account in the Income statement except as follows:

- expenses which are incidental to the acquisition or disposal of an investment are treated as capital and separately identified and disclosed (see note 7):

- management fees, bank interest and loan interest have been allocated 75% to capital reserve and 25% to revenue reserve in the Income statement, being in line with the Board's expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio of the Company.

Investments

All investments held by the Company are classified as 'fair value through profit or loss'. Investments are initially recognised at cost, being the fair value of the consideration given. After initial recognition investments are measured at fair value, with changes in the fair value of investments and impairment of investments recognised in the Income statement and allocated to capital. Realised gains and losses on investments sold are calculated as the difference between sales proceeds and cost.

Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are initially measured at fair value.

For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date, without adjustment for transaction costs necessary to realise the asset. For investments traded on other financial markets such as the OTCQB, fair value is generally determined by reference to the share price at close of business on the balance sheet date, discounted to reflect the best estimate of the discount that may need to be applied for the shares to be sold as a single investment.

For investments that are not actively traded in organised financial markets, fair value is determined as set out below under the heading 'significant judgements and estimation uncertainty'.

Significant judgements and estimation uncertainty

Preparation of the financial statements requires the Investment Manager to make significant judgements. The items in the financial statements where these judgements have been made are:

Investments that are not actively traded in organised financial markets, are valued at the Directors' estimate of the investment's net realisable value being their estimate of fair value. Generally, fair value will be at cost or, where applicable, at the most recent transaction price. In the case of direct investments in unquoted companies the following valuation technique is applied. Initial valuation is based on the transaction price. Where better indications of fair value become available, such as through subsequent issues of capital or dealings between third parties, the valuation is adjusted to reflect the new evidence. This represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction.

Capital reserve

The following are accounted for in this reserve:

· gains and losses on the realisation of investments;

· net movement arising from changes in the fair value of investments that can be readily converted to cash without accepting adverse terms;

· realised exchange differences of a capital nature;

· expenses, together with related taxation effect, charged to this account in accordance with the above policies; and

· net movement arising from the changes in the fair value of investments that cannot be readily converted to cash without accepting adverse terms, held at the year end.

Special reserve

The Special reserve was created by the cancellation of the Share Premium account by order of the High Court on 13 January 2016. It can be used for the repurchase of the Company's own shares.

Taxation

The charge for taxation, where relevant, is based on the revenue before taxation for the year. Tax deferred or accelerated can arise due to timing differences between the treatment of certain items for accounting and taxation purposes.

Full provision is made for deferred taxation under the liability method, on all timing differences not reversed by the balance sheet date, in accordance with FRS 102.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the same basis as the particular item to which it relates, using the Company's effective rate of tax for the accounting period

.

The investment management fee is calculated at the rate of 0.0833% per month, equating to 1% per annum, of the gross value of funds under management and is payable monthly in arrears. At 31 August 2015 there was £3,500 outstanding (2015: £4,000).

Factors affecting current tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 20%. The differences are explained below:

At 31 August 2016 the Company had surplus management expenses of £3,925,000 (2015: £3,720,000) which have not been recognised as a deferred tax asset. This is because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing surplus expenses. Due to the Company's status as an investment trust and the intention to continue meeting the conditions required to obtain approval as an investment trust in the foreseeable future, the Company has not provided for deferred tax on any gains and losses arising on the revaluation or disposal of investments

.

Revenue return per Ordinary share is based on the net revenue loss on ordinary activities after taxation attributable of £140,000 (2015: £68,000) and on 7,538,051 (2015: 9,019,251) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.

Capital return per Ordinary share is based on the net capital gain of £623,000 (2015: £357,000) and on 7,538,051 (2015: 9,019,251) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.

Total return per Ordinary share is based on the total gain of £483,000 (2015: £289,000) and on 7,538,051 (2015: 9,019,251) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.

* Unquoted investments are valued at the Directors' estimate of their net realisable value, being their estimate of fair value.

Analysis of movements in unquoted investments

*In administration

Transaction costs

During the year, the Company incurred transaction costs of £nil (2015: £366) and £667 (2015: £2,309) on purchases and sales of investments, respectively. These amounts are included in 'Gains on investments at fair value' as disclosed in the Income statement.

Details of material holdings in unquoted investments

* Consolidated figures

** In administration

8 SIGNIFICANT INTERESTS

At 31 August 2016 the Company had a holding of 3% or more of the issued class of share that is material in the context of the accounts in the following investments:

On 17 June 2016 the Company entered in to a £250,000 loan agreement with Jarvis Investment Management Limited. Interest is payable monthly in arrears at the rate of 4.5% plus the Bank of England base rate.

At the year-end £250,000 is outstanding of which £125,000 was drawn down on 17 June 2016 and £125,000 on 8 August 2016. The loan is secured on the assets of the Company and is repayable on demand.

On 18 November 2015 the Company entered in to a £50,000 loan agreement with Chelverton Asset Management Limited. Interest was payable at the rate of 4.75%. The loan was repaid in full on 14 January 2016.

The £400,000 loan outstanding at 31 August 2015 was repaid in full on 13 January 2016

Pursuant to the Tender Offer, 2,124,562 ordinary shares being 24.99 per cent of the issued ordinary shares were repurchased and cancelled with settlement on 18 March 2016. As a result, there are 6,377,088 ordinary shares of 1p each in issue and circulation.

Duration of Company

At the Annual General Meeting of the Company falling in the calendar year 2020 and, if the Company has not then been liquidated, unitised or reconstructed, at each fifth annual general meeting of the Company convened by the Board thereafter, the Board shall propose an ordinary resolution that the Company should continue as an investment trust for a further five-year period.

*Distributable reserves. The Special Reserve may be used for the repurchase of the Company's own shares.

13 NET ASSET VALUE PER ORDINARY SHARE

The basic net asset value per Ordinary share is based on net assets of £3,987,000 (2015: £4,672,000) and on 6,377,088 (2015: 8,501,650) Ordinary shares, being the number of shares in issue at the year end.

14 CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

At 31 August 2016 there were no capital commitments or contingent liabilities (2015: £nil).

15 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES

The Company's financial instruments comprise securities and other investments, cash balances and debtors and creditors that arise from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income.

The Company primarily invests in companies traded on AIM with a market capitalisation at the time of investment of up to £50 million. The Company finances its operations through its issued capital, existing reserves and the loan from its custodian as detailed in note 10.

In following its investment objective, the Company is exposed to a variety of risks that could result in a reduction in the Company's net assets. These risks are market risk (comprising exchange rate risk, interest rate risk and other price risk), credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below:

i) Market risk - market price risk

Market price risk arises mainly from uncertainty about future prices of financial investments used in the Company's business. It represents the potential loss the Company might suffer through holding market positions by way of price movements other than movements in exchange rates and interest rates.

The Company's investment portfolio is exposed to market price fluctuations which are monitored by the Investment Manager who gives timely reports of relevant information to the Directors. Investment performance is also reviewed at each Board meeting.

The Directors are conscious of the fact that the nature of AIM investments is such that prices can be volatile. Investors should be aware that the Company is exposed to a higher rate of risk than exists within a fund which holds traditional blue chip securities.

Adherence to the investment objectives and the internal control limits on investments set by the Company mitigates the risk of excessive exposure to any one particular type of security or issuer.

The Company's exposure to other changes in market prices at 31 August on its investments is as follows:

A 20% decrease in the market value of investments at 31 August 2016 would have decreased net assets attributable to Shareholders by 12 pence per share (2015: 12 pence per share). An increase of the same percentage would have an equal but opposite effect on net assets available to Shareholders.