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OIG Oryx International Growth Fund Ltd

1,172.50
2.50 (0.21%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Oryx International Growth Fund Ltd LSE:OIG London Ordinary Share GG00B3BTVQ94 ORD 50P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  2.50 0.21% 1,172.50 1,145.00 1,200.00 1,145.00 1,145.00 1,145.00 17,920 16:35:01
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Unit Inv Tr, Closed-end Mgmt -10M -12.98M -0.9269 -12.35 160.3M

Oryx International Growth Fund Ld Annual Financial Report (4498K)

07/07/2017 10:33am

UK Regulatory


Oryx International Growth (LSE:OIG)
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TIDMOIG

RNS Number : 4498K

Oryx International Growth Fund Ld

07 July 2017

07 JULY 2017

FOR IMMEDIATE RELEASE

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY BRANCH FINAL RESULTS ANNOUNCEMENT

THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE FINAL RESULTS FOR THE YEARED 31 MARCH 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION.

A copy of the Company's Annual Report and Financial Statements will be available via the following link:

www.oryxinternationalgrowthfund.co.uk

STRATEGIC REPORT

COMPANY OVERVIEW

Key Figures

 
  (GBP in millions, except per             At 31 March   At 31 March 
   share data)                                    2017          2016 
 Net Asset Value attributable 
  to shareholders 
  - Ordinary Shares                             119.23        104.72 
 Investments                                    110.54         85.66 
 Cash and cash equivalents                        8.95         19.51 
 
 Net Asset Value per share attributable 
  to shareholders 
  - Ordinary Shares                               8.02          6.89 
 Share Price                                      6.40          6.13 
 Discount to Net Asset Value (based 
  on published NAV)                           (21.86)%      (12.50)% 
 Earnings per share                               1.10          1.14 
 

CHAIRMAN'S STATEMENT

I am, once again, very pleased to report another good year with the net asset value per share increasing by 16.4% for the year ended 31(st) March 2017. Over the past five years, the net asset value per share has increased by 165%.

This success is based on your company making investments in companies where active management can lead to the building of incremental value. Christopher Mills and his team at Harwood have a long and successful track record of identifying and investing in companies where their skills can lead to enhanced investment returns over both the short, medium and long term. This result is a further testament to the implementation of this strategy.

We continue to acquire shares and during the year the Company purchased for cancellation 333,000 shares at an average discount of 15.4 %. This policy continues to benefit long term shareholders.

In accordance with our long established policy, the directors are not recommending a dividend in respect of the year ended March 2017. However we will be seeking authority to continue our programme of share buy backs when the level of discount warrants it.

As I have warned in many Chairman's statements, the ability to make good investment returns is dependent on identifying suitable targets where the skills of the management team can extract value over the medium term. The current political uncertainties both in Europe and in the United States makes this task no easier, exacerbated by high expectations of value caused by strong stock markets. Having said this, your board and the management at Harwood believe that good opportunities exist within the portfolio to drive returns in the short term and new opportunities will present themselves.

Nigel Cayzer

Chairman

6 July 2017

INVESTMENT ADVISER'S REPORT

It is pleasing to note that the Company had another year of double digit growth in the net asset value per share which rose by 16.4% in the twelve month period under review.

Quoted Portfolio

The rise in the net asset value was assisted by a number of takeovers including Source Bioscience, Journey Group and Cyprotex.

Other stocks that performed notably well include EKF which rose by 93% following a major restructuring and Harwood Wealth which rose 89% following a successful IPO. The principal disappointment was Hayward Tyler which fell nearly 43% following very disappointing operational results. Quantum Pharma was also disappointing but a change of management and corporate restructuring has seen a significant recovery in the current year.

Unquoted Portfolio

Ten Entertainment Group (formerly Indoor Bowling Equity Limited) was listed just after the end of the year and the IPO price is reflected in the March asset value. This was a good investment which returned a 2.6 times multiple over a two year period. Two new investments were made during the past twelve months, Jaguar and Sherwood. It is still too early to report how these investments will ultimately perform, although Sherwood is behind business plan whilst the prospects for Jaguar look favourable.

Viking Investments have successfully refinanced which will reduce interest costs going forward. Finally, Interactive Investor made a major acquisition which could, if successful, add significant value to the investment over the next two to three years.

Outlook

Identifying stocks trading at a discount to market value is increasingly challenging with ever decreasing market liquidity, despite the worries of uncertainty surrounding BREXIT and a Trump administration winning the race for the White House. Notwithstanding this, there are several catalysts in place in the quoted portfolio which we believe will support further improvement in the net asset value of the Company.

Harwood Capital LLP

6 July 2017

TEN LARGEST HOLDINGS

 
                                  As at 31 March 2017                            As at 31 March 2016 
                         Holding        Cost         Fair        %      Holding        Cost         Fair        % 
                           Units                    Value       of        Units                    Value       of 
                                                               NAV                                            NAV 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 MJ Gleeson 
  Plc                  2,000,000   4,067,733   12,630,000   10.59%    2,000,000   4,067,733   11,920,000   11.38% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 EKF Diagnostics 
  Holdings 
  Plc                 40,000,000   5,501,020    8,500,000    7.13%   35,000,000   4,939,395    3,850,000    3.68% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 OMG Plc              18,000,000   2,601,090    8,100,000    6.79%   18,000,000   2,601,090    8,010,000    7.65% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Quantum Pharma 
  Plc                 15,000,000   7,465,596    5,850,000    4.91%    4,500,000   4,685,280    2,700,000    2.58% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Goals Soccer 
  Centres Plc          5,000,000   6,069,864    5,000,000    4.19%    3,500,000   4,569,864    3,255,000    3.11% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Lakehouse 
  Plc                 10,000,000   3,384,289    4,575,000    3.84%            -           -            -        - 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Ten Entertainment 
  Group Plc 
  (formerly 
  Indoor Bowling 
  Equity Limited) 
  *                    2,040,960   1,754,663    4,533,223    3.80%    1,816,187   1,754,663    2,366,714    2.26% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Minds + Machines 
  Group               50,500,000   4,131,661    4,418,750    3.71%   54,700,000   4,357,065    4,923,000    4.70% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Frenkel Topping 
  Group Plc            7,500,000   3,945,750    4,387,500    3.68%            -           -            -        - 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 Harwood Wealth 
  Management 
  Group Plc            2,350,000   1,905,401    3,995,000    3.35%    2,345,679   1,900,000    2,111,111    2.02% 
-------------------  -----------  ----------  -----------  -------  -----------  ----------  -----------  ------- 
 

*Aggregate of equity and loan notes held

M.J. Gleeson Group Plc

Gleeson Group operates two divisions, Gleeson Homes and Gleeson Strategic Land. Gleeson Homes continues to show a strong increase in revenues from the previous year. This has been driven by robust demand for affordable housing among the group's core northern customer base. Gleeson Strategic Land continues to enjoy continuing success in securing residential planning permission as well as progressing the sale of several of its southern UK sites, with a strong future pipeline. This twin track strategy continues to build momentum delivering increased revenues, profits, cash and margins.

EKF Diagnostics Holdings Plc

EKF Diagnostics is a global integrated market leader in the medical diagnostics business, offering the largest range of hemoglobin and hematocrit analyzers. Essentially it focuses on diagnostics for the Point of Care market, demonstrating a way to make blood and anemia screening more accessible and affordable. The business also has a clinical laboratory division where its liquid reagents can be used widely in analyzers found in hospital laboratories globally.

The group have now started to see the benefits of a major restructuring which took place in the second half of the year which should reduce the cost base in 2017. Trading remains strong from key market demographics in the Middle East, South East Asia and the United States. Cash generation remains encouraging and the company ended the year net cash positive. The company recently announced its intention to tender for approximately 15% of its outstanding share capital.

OMG Plc

OMG operates as a diversified technology service business with two core divisions, Vicon and Yotta with a strong international presence. Vicon operates as a technology service business providing image capture products and services for the film industry, life sciences and engineering industries. Yotta provides software systems for local authorities to help improve the management and make informed decisions on infrastructure assets. This business is increasingly becoming the key growth component of the company, as it looks to expand its software business into Holland and Australia, New Zealand and Spain. Yotta's new product Alloy, which is a Software as a Service ("SaaS") platform, will be central to management's target of tripling recurring revenue by 2021. The company has continued to have a strong momentum with significant recurring revenues and solid profit margins.

Quantum Pharma Plc

Quantum Pharma is a service led niche pharmaceutical developer, manufacturing and servicing retail and wholesale pharmaceutical as well as homecare and hospital markets. The group operates under three divisions; specials, niche pharmaceuticals and medication adherence. Specials comprises three business units which all procure, manufacture and supply unlicensed medicines and hard to source products. Niche pharmaceuticals is made up of three business units which could significantly impact the long-term growth prospects of the business. This includes Colonis, Lamda and PERN which develops and sells niche pharmaceutical products across key demographics in Europe and the UK.

The Group has been through several changes with a new board in place after previous results were disappointing. The business has tightened its strategic focus and simplified its operations and reduced net debt through a fundraise. Following a strategic review the new management team closed a loss-making division.

Goals Soccer Centres Plc

Goals Soccer Centre is the leading operator of a 5-a-side soccer centres across the United Kingdom, operating 46 centres. It also has one 5-a-side centre in Los Angeles, United States, and has recently opened a second site in Pomona.

The Group has completed a strategic review halting the decline of like for like sales in the United Kingdom, under a new management team. Focus remains on enhancing and upgrading previous facilities and playing pitches and improving food and beverage options. The balance sheet has been deleveraged through a placing, and a full review into how to maximize value of the business diverse revenues streams has now been completed.

Lakehouse Plc

Lakehouse has established itself as a leading asset and energy support services group. The Group has focused on four divisions: property services (formerly regeneration), compliance, energy services and construction offering a growing range of services across the public and private sectors. The business has established a strategy based on organic growth complemented by value added enhancing acquisitions. The aim is to create a sustainable business that delivers profitable growth through regional density, scalable platforms and cross selling potential. The group sees significant growth opportunities as a small player in a large and fragmented market with an increasing order book and sales pipeline. The company's management has an incentive scheme tied to shareholder value over the next two years.

Minds + Machines Group Limited

Mind + Machines Group targets top level domain names and operates as a sales and marking led business. The portfolio is focused around geography names (.London, .Miami, .Boston), Consumer interests (.Wedding, .Cooking, .Fashion), professional occupations (.Law, .dds), Lifestyle (.Yoga, .Fit, .Surf), generic names (.VIP and .Work) and also outdoor activities (.Garden and .Fishing).

The Group has reached a point of inflexion. Growth rates of registration in new generic top-level domain ("gTLDs") are highly visible with the Middle East and China leading the way. The business will continue to target key demographic markets: U.S, Europe and Asia while focusing on being a pure-play registry. The company is in the process of reducing its cost base and achieving profitability across key regional markets with new domain names playing a significant role.

Frenkel Topping Group Plc

Frenkel Topping provides specialist niche financial advice to vulnerable clients from the results of injuries, ill health and clinical negligence. Additionally, they provide fund management services focusing on asset protection for clients. The group offers clients discretionary investment services using institutional quality market research to make investment decisions. Frenkel Topping provides advice and cash flow models in the initial stages of an insurance claim. The group entered the investment management business which has allowed it to convert a growing proportion of assets under management to group investment service, allowing a higher proportion of operating profit and revenue growth. Since the end of the period the company has put itself up for sale.

Ten Entertainment Group Plc (formerly Indoor Bowling Equity Limited)

Ten Entertainment Group, formerly Ten-Pin independently operates forty ten-pin bowling sites across the UK. The group specialises in locating bowling sites on mixed use retail and leisure parks and significantly increasing the profits by putting in better operating systems. Since 2014 the group has acquired eleven new sites on an EBITDA multiple of five times pre-refurbishment costs which reduce the acquisition multiple to a little over three times. The sites also include amusement entertainment including table tennis, arcade machines and pool tables as well as offering food and beverages. Management believe that the complementary additional entertainment is one of the reasons why it is distinguished from its competitors and why the group has outperformed the wider market. Ten-Pin Bowling recently has rejoined the markets listing on AIM.

Harwood Wealth Management Group Plc

Harwood Wealth Management Group is a substantial financial planner and discretionary wealth firm and currently has more than GBP3 billion of assets under management. The group offers a platform of services; investment management, pension and retirement planning; inheritance planning; life cover and family protection and mortgages. Harwood Wealth additionally offers discretionary investment services operating multi managed funds mainly the Discovery range of unit trusts. The principal driver of growth has come from acquisitions of small to medium sized independent financial advisories. The group has recently raised a further GBP10 million to support future acquisitions but also benefits from organic growth through new client wins.

INVESTMENT SCHEDULE

as at 31 March 2017, expressed in GBP Sterling

 
                                          Holding          Fair Value            Proportion 
                                            Units                                    of Net 
                                                                                     Assets 
                                                                  GBP                     % 
 LISTED INVESTMENTS 
 Great Britain - Equities 
  (81.30%, 2016: 70.62%) 
 1Spatial Plc                          14,685,000             513,975                  0.43 
 Access Intelligence Plc                2,600,000             110,500                  0.09 
 Anpario Plc                              785,000           2,394,250                  2.01 
 Assetco Plc                            1,050,000           3,202,500                  2.69 
 Attraqt Group Plc                      1,429,000             600,180                  0.50 
 Augean Plc                             6,000,000           3,240,000                  2.72 
 Bioquell Plc                           1,500,000           2,235,000                  1.87 
 Catalyst Media Group Plc               3,125,000           2,187,500                  1.83 
 Coretx Holdings Plc                    1,900,000             589,000                  0.49 
 Easyhotel Plc                          1,250,000           1,012,500                  0.85 
 EKF Diagnostics Holdings 
  Plc                                  40,000,000           8,500,000                  7.13 
 Elegant Hotels Group Plc                 500,000             430,000                  0.36 
 Frenkel Topping Group Plc              7,500,000           4,387,500                  3.68 
 Goals Soccer Centres Plc               5,000,000           5,000,000                  4.19 
 Harwood Wealth Management 
  Group Plc                             2,350,000           3,995,000                  3.35 
 Hayward Tyler Group Plc                6,000,000           2,820,000                  2.37 
 HML Holdings Plc                       4,150,000           1,577,000                  1.32 
 Lakehouse Plc                         10,000,000           4,575,000                  3.84 
 Midatech Pharma Plc                      990,000           1,188,000                  1.00 
 Mission Marketing Group Plc            1,725,000             690,000                  0.58 
 MJ Gleeson Plc                         2,000,000          12,630,000                 10.59 
 MXC Capital Ltd                       15,000,000             240,000                  0.20 
 Nasstar Plc                           26,000,000           2,210,000                  1.85 
 OMG Plc                               18,000,000           8,100,000                  6.79 
 Plastics Capital Plc                   1,865,000           2,293,950                  1.92 
 Premaitha Health Plc                  17,000,000           1,955,000                  1.64 
 Private and Commercial Fin 
  Grp                                   1,000,000             260,000                  0.22 
 Quantum Pharma Plc                    15,000,000           5,850,000                  4.91 
 Real Good Food Plc                     1,600,000             416,000                  0.35 
 Redcentric Plc                         2,500,000           2,181,250                  1.83 
 RTC Group Plc                          1,110,000             543,900                  0.46 
 Scientific Digital Imaging 
  Plc                                   4,342,538             998,784                  0.84 
 Servelec Group Plc                       500,000           1,290,000                  1.08 
 Sinclair Pharma                        3,458,407           1,141,274                  0.96 
 Sportech Plc                           3,600,000           3,636,000                  3.05 
 Stride Gaming Plc                        415,000             921,300                  0.77 
 Tax Systems Plc                        4,500,000           2,970,000                  2.50 
 TrakM8 Holdings Plc                       50,000              39,000                  0.03 
--------------------------------  ---------------  ------------------  -------------------- 
                                                           96,924,363                 81.29 
 
 British Virgin Islands - Equities 
  (3.79%, 2016: 5.96%) 
 Minds + Machines Group Limited        50,500,000           4,418,750                  3.71 
 Public Service Properties 
  Investments Limited                      30,000              93,000                  0.08 
--------------------------------  ---------------  ------------------  -------------------- 
                                                            4,511,750                  3.79 
 
 USA - Equities (0.72%, 2016: 
  0.38%) 
 Spectra Systems Corp                   1,450,000             652,500                  0.55 
 Tyratech Inc                          13,900,000             208,500                  0.17 
--------------------------------  ---------------  ------------------  -------------------- 
                                                              861,000                  0.72 
 Total listed investments                                 102,297,113                 85.80 
--------------------------------  ---------------  ------------------  -------------------- 
 
 
 
                                               Holding            Fair Value             Proportion 
                                                 Units                                       of Net 
                                                                                             Assets 
                                                                         GBP                      % 
 UNLISTED INVESTMENTS 
 
 Great Britain - Debt (2.89%, 
  2016: 1.69%) 
 Ten Entertainment Group plc 
  (formerly Indoor Bowling 
  Equity Limited) Loan Notes                 1,992,921             1,992,921                   1.67 
 Sherwood Holdings Limited 
  Loan Notes                                 8,579,908             1,458,584                   1.22 
-------------------------------------  ---------------  --------------------  --------------------- 
                                                                   3,451,505                   2.89 
 
 Great Britain - Equities 
  (2.56%, 2016: 2.53%) 
 365 Agile Group Plc                           305,210                 9,156                   0.01 
 Celsis Group Limited                                -                10,878                   0.01 
 Interactive Investor Limited                    5,853               228,267                   0.19 
 Ten Entertainment Group plc 
  (formerly Indoor Bowling 
  Equity Limited)                               48,039             2,540,302                   2.13 
 IPT Group Limited                             112,498                     -                      - 
 Sherwood Holdings Limited                   8,333,333                83,333                   0.07 
 Sinav Limited                                       -               174,744                   0.15 
                                                                   3,046,680                   2.56 
 
 Great Britain - Limited Partnership 
  Interest (0.42%, 2016: 0.48%) 
 Viking Investments 2 LP                             -               500,000                   0.42 
-------------------------------------  ---------------  --------------------  --------------------- 
                                                                     500,000                   0.42 
 
 USA - Equities (1.05%, 2016: 
  0.14%) 
 Catalina Lighting Inc                          46,200                   133                      - 
 Jaguar Holdings Limited                     1,041,666             1,249,503                   1.05 
                                                                   1,249,636                   1.05 
 
 Total unlisted investments                                        8,247,821                   6.92 
-------------------------------------  ---------------  --------------------  --------------------- 
 
 Total investments                                               110,544,934                  92.72 
 Cash                                                              8,949,022                   7.50 
 Other net current liabilities                                     (267,614)                 (0.22) 
 
 Total net assets                                                119,226,342                 100.00 
-------------------------------------  ---------------  --------------------  --------------------- 
 

Refer to Note 15 for further information on Segment Information.

Principal Activities and Business Review

The principal activity of the Company is to carry out business as an investment company. The Directors do not envisage any changes in this activity for the foreseeable future.

Structure

The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, and the Authorised Closed Ended Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission. It was incorporated and registered with limited liability in Guernsey on 2 December 1994, with registration number 28917. The Company has a premium listing on the Main Market of the London Stock Exchange.

Investment Policy

The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and United States. The Investment Manager targets companies that have fundamentally strong business models but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Dividend income is a secondary consideration when making investment decisions.

Achieving the Investment Policy

The investment approach of the Investment Manager is characterised by a rigorous focus on research and financial analysis of potential investee companies so that a thorough understanding of their business models is gained prior to investment. Comprehensive due diligence, including one or more meetings with management, as well as site visits, are standard procedures before shares are acquired.

Typically the portfolio will comprise of 40 to 60 holdings (but without restricting the Company from holding a more or less concentrated portfolio in the future).

The Company may invest in derivatives, financial instruments, money market instruments and currencies solely for the purpose of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the Company's investments, including any technique or instrument used to provide protection against exchange and credit risks).

The Investment Manager expects that the Company's assets will normally be fully invested. During periods in which changes in economic conditions or other factors so warrant, the Company may reduce its exposure to securities and increase its position in cash and money market instruments.

A detailed description of the key risk controls employed by the Manager is disclosed in Note 16 of the financial statements. An analysis of the Company's portfolio is disclosed above including a description of the ten largest equity investments. At the year end the Company's portfolio consisted of 54 holdings (2016: 48 holdings). The top 10 holdings represented 51.99% (2016: 55.88%) of total net assets.

The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where, and to the extent this is considered appropriate, to do so. Borrowings are short term and particular care is taken to ensure that any bank covenants permit maximum flexibility of the investment policy. The Company does not currently have any borrowings.

The Company may only make material changes to its investment policy with the approval of Shareholders (in the form of an ordinary resolution).

Investment Restrictions

The Company has adopted the following policies:

   (a)     it will not invest in securities carrying unlimited liability; 

(b) short selling for the purpose of efficient portfolio management will be permitted provided that the aggregate value of the securities subject to a contract for sale that has not been settled and which are not owned by the Company shall not exceed 20 percent of the Net Asset Value. In addition, the Company may engage in uncollateralised stock lending on normal commercial terms with counterparties whose ordinary business includes uncollateralised stock lending provided that the aggregate exposure of the Company to any single counterparty shall not exceed 20 percent of the Net Asset Value;

   (c)     it will not take legal or management control of investments in its portfolio; 

(d) it will not buy or sell commodities or commodity contracts or real estate or interests in real estate although it may purchase and sell securities which are secured by real estate or commodities and securities of companies which invest in or deal in real estate commodities;

(e) it will not invest or lend more than 20 percent of its assets in securities of any one company or single issuer;

(f) it will not invest more than 35 percent of its assets in securities not listed or quoted on any recognised stock exchange;

(g) it will not invest in any company where the investment would result in the Company holding more than 10 percent of the issued share capital of that company or any class of that share capital, unless that company constitutes a trading company (for the purposes or the relevant United Kingdom legislation) in which case the company may not make any investment that would result in it holding 50 percent or more of the issued share capital of that company or of any class of that share capital;

(h) it will not invest more than 5 percent of its assets in units of unit trusts or shares or other forms of participation in managed open-ended investment vehicles;

(i) the Company may use options, foreign exchange transactions on the forward market, futures and contracts for differences for the purpose of efficient portfolio management provided that:

   (1)     in the case of options, this is done on a covered basis; 

(2) in the case of futures and forward foreign exchange transactions, the face value of all such contracts does not exceed 100 percent of the Net Asset Value of the Company; or

(3) in the case of contracts for difference (including stock index future or options) the face value of all such contracts does not exceed 100 percent of Net Asset Value of the Company.

None of these restrictions, however, require the realisation of any assets of the Company where any restriction is breached as a result of an event outside the control of the Investment Manager which occurs after the investment is made, but no further relevant assets may be acquired by the Company until the relevant restriction can again be complied with. In the event of any breach of these investment restrictions, the Board will as soon as practicable make an announcement on a Regulatory Information Service and subsequently write to Shareholders if appropriate; and

   (j)      the Company will ensure gearing does not exceed 20% of net assets. 

Principal Risks and Uncertainties

The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency, or liquidity.

The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. The Board also monitors the investment limits and restrictions set out in the Company's investment objective and policy.

The principal risks that have been identified and the steps taken by the Board to mitigate these are as follows:

Investment activity and performance

An inappropriate investment strategy may result in under performance against the Company's objectives. The Board manages these risks by ensuring a diversification of investments. The Investment Manager operates in accordance with the investment limits and restrictions policy determined by the Board. The Directors review the limits and restrictions on a regular basis and the Administrator monitors adherence to the limits and restrictions every month and notifies the Board of any breach. The Investment Manager provides the Board with management information including performance data and reports, and the Stockbroker provides shareholder analysis. The Directors monitor the implementation and results of the investment process with the Investment Manager at each Board meeting and monitor risk factors in respect of the portfolio. Investment strategy is reviewed regularly.

Level of discount or premium

A discount or premium to NAV can occur for a variety of reasons, including market conditions or to the extent investors undervalue the management activities of the Investment Manager or discount their valuation methodology and judgement. While the Directors may seek to mitigate any discount to NAV per Share through share buybacks, there can be no guarantee that they will do so and the Directors accept no responsibility for any failure of any such strategy to effect a reduction in any discount or premium.

Market price risk

The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Directors review and agree policies for managing these risks. The policies have remained substantially unchanged during the year under review. The Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market price risk on the investment portfolio on an ongoing basis.

Details of how the Board monitors the services provided by the Investment Manager and the Administrator, and the key elements designed to provide effective internal control are explained further in the internal controls section of the Corporate Governance Statement.

Management, Administration and Custody Arrangements

Pursuant to the Management Agreement dated 14 May 2002, which was novated on 29 December 2003, Harwood Capital LLP provides management services to the Company. The principal contents of the Investment Management Agreement are disclosed in Note 4 to these financial statements. The Management Agreement continues unless terminated by either party on not less than twelve months' notice, in writing or may be terminated forthwith as a result of a material breach of the agreement or the insolvency of either party. No compensation is payable on termination of the Agreement. The Board reviews the performance of the Investment Manager, who carries out the investment decisions for and on behalf of the Company. In the opinion of the Directors, the continued appointment of the current Investment Manager on the terms agreed is in the interests of the Company's shareholders as a whole. The Investment Manager has wide experience in managing and administering investment companies.

Please see Note 4 for details on the remuneration of the Investment Manager and the Investment Adviser.

Harwood Capital LLP was authorised by the Financial Conduct Authority ("FCA"), on 27 October 2014, as a Small Authorised UK Alternative Investment Fund Manager ('AIFM') under the Alternative Investment Fund Managers Directive (the 'AIFMD') and the Company has been included in Harwood Capital LLP's Schedule of Alternative Investment Funds ('AIFs'). As a Small Authorised UK AIFM, Harwood Capital LLP is not subject to the full scope of the Directive but must report to the FCA annually on the Company and the other AIFs that it manages.

Administration, Custodian and Company Secretarial Services are provided to the Company by BNP Paribas Securities Services S.C.A., Guernsey Branch.

Registrar services are provided by Capita Registrars (Guernsey) Limited.

Related Parties

The Investment Adviser and Directors are considered to be related parties. Please refer to Note 18 for further detail.

Financial Review

At 31 March 2017, the net assets of the Ordinary Shares was GBP119,226,342 (2016 - GBP104,717,477). The Net Asset Value per Ordinary Share was GBP8.02 (2016 - GBP6.89). Details on the share returns are under Note 14.

Dividend Policy

To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations of the UK Listing Rules and the requirements of the Companies (Guernsey) Law, 2008 (as amended). The Directors do not propose payment of a dividend for the year ended 31 March 2017 (2016 - Nil).

Performance Measurement and Key Performance Indicators

In order to measure the success of the Company in meeting its objectives and to evaluate the performance of the Investment Manager, the Directors take into account the following performance indicators:

-- Returns and NAV - The Board reviews at each meeting the performance of the portfolio as well as the NAV and share price of the Company.

For and on behalf of the Board

Nigel Cayzer

Chairman

6 July 2017

DIRECTORS' REPORT

The Directors present the financial statements of the Company and their report for the year ended 31 March 2017.

Share Capital

The Company's issued share capital as at 31 March 2017 consisted of 14,859,125 Ordinary Shares of 50p nominal value each. All shares hold equal rights with no restrictions and no shares carry special rights with regard to the control of the Company.

During the year ended 31 March 2017, the Company purchased 333,000 Ordinary Shares for cancellation.

Since the year end 31 March 2017 the Company has purchased 444,000 Ordinary Shares for cancellation, bringing the issued share capital to 14,415,125 Ordinary Shares of 50p nominal value each.

Buybacks

At the Annual General Meeting ("AGM") of the Company held in August 2016, the Directors were granted the general authority to purchase in the market up to 10% of the Ordinary Shares of each class in issue (as at 25 August 2016). This authority will expire at the forthcoming AGM. The Directors intend to seek annual renewal of this authority from the Shareholders.

Pursuant to this authority, and subject to the Companies (Guernsey) Law, 2008 and the discretion of the Directors, the Company may purchase Ordinary Shares of a particular class in the market on an ongoing basis with a view to addressing any imbalance between the supply of and demand for Ordinary Shares of such class, thereby increasing the Net Asset Value per Ordinary Share of that class and assisting in controlling the discount to Net Asset Value per Ordinary Share of that class in relation to the price at which the Ordinary Shares of such class may be trading.

Substantial Share Interests

Based upon information deemed to be reliable as provided by the Company's registrar, as at 29 June 2017, the following shareholders owned 5% or more of the issued shares of the Company.

 
                              Number of Ordinary      Percentage of 
                                          shares    share class (%) 
---------------------------  -------------------  ----------------- 
 The Bank of New York 
  (Nominees) Limited *                 7,924,350             54.93% 
 Nortrust Nominees Limited               965,722              6.69% 
---------------------------  -------------------  ----------------- 
 

* The Bank of New York (Nominees) Limited is nominee for North Atlantic Smaller Companies Investment Trust plc "NASCIT". NASCIT has a holding of 7,106,284 Ordinary Shares. NASCIT is a related party and further information is detailed in Note 18.

Notifications of Shareholdings

In the period from 1 April 2016 to 6 July 2017 the Company has not received any notifications in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), of the following voting rights as a shareholder of the Company. For non-UK issuers, the thresholds prescribed under DTR 5.1.2 for notification of holdings commence at 5%.

Life of the Company

The Company does not have a fixed life. However, under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the AGM of the Company every two years from 2011 onwards. Notices were tabled at the 2011, 2013 and 2015 AGMs, and in each case were not carried. This was in line with the Board's recommendation to shareholders to vote against these resolutions. The next notice will be given in the 2017 AGM documents, where the Board will recommend that shareholders vote against this resolution.

Going Concern

The Directors have considered the Company's investment objective and risk management policy, its assets and the expected income and return from its investments. The Directors are of the opinion that the Company is able to meet its liabilities and ongoing expenses as they fall due and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, these financial statements have been prepared on a going concern basis and the Directors believe it is appropriate to continue to adopt this basis for a period of at least 12 months from the date of approval of these financial statements. The Directors, based on discussions with the Company's most significant shareholder, have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2017.

The going concern statement required by the Listing Rules and the UK Corporate Governance Code is set out above and in the "Directors' Responsibilities Report".

Viability Statement

The Directors are required to make a statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, taking into account the Company's current position and principal risks.

The prospects of the Company are driven by its investment strategy, objectives and policy, and also by the conditions in the markets in which the Company invests and the financial market in general.

In assessing the prospects of the Company, the Directors have, in addition to taking into account the principal risks facing the Company, taken into account the Company's current position, which has included a process encompassing an examination of:

(i) the Investment Manager's view of the market conditions and investment opportunities in the market to which the Company is exposed, taking into consideration the financial markets generally;

   (ii)      the liquidity and prospects of the underlying positions of the Company; 
   (iii)     the extent to which the Company directly or indirectly uses gearing; and 
   (iv)     the liquidity of the companies in which the Company invests. 

Based on the results of their assessment process and the examination of the areas outlined above, the Directors have concluded that a period of three years from the Statement of Financial Positon date is an appropriate period over which to assess the prospects of the Company. The Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due within this period of assessment. This three year time period assumes that the special resolution outlined in Article 51 of the Articles of Incorporation, and under "Life of the Company" is not passed at the AGM in 2017.

Disclosure of Information to Auditors

The Directors who were members of the Board at the time of approving this Report are listed below. Each of those Directors confirms that:

-- to the best of his knowledge and belief, there is no information relevant to the preparation of their report of which the Auditor is unaware; and

-- he has taken all steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company's Auditor is aware of that information.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations for the year to 31 March 2017 (2016: none), nor does it have responsibility for any other emissions producing sources.

For and on behalf of the Board

Nigel Cayzer

Chairman

6 July 2017

CORPORATE GOVERNANCE REPORT

Applicable Corporate Governance Codes

The Board has considered how the principles and provisions of The UK Corporate Governance Code 2014 ("the Code") have been applied by the Company. A copy of the Code can be found at www.frc.org.uk. The Board acknowledges and has reported on these revisions to the Code (and the associated FRC Guidance on Audit Committees).

The Guernsey Financial Services Commission ("GFSC") have stated in the "Finance Sector Code of Corporate Governance" ("GFSC Code") that companies which report against the UK Corporate Governance Code are deemed to meet the GFSC Code, and need take no further action.

Corporate Governance Statement

The Company has complied with the recommendations of the Code, except as set out below and elsewhere in the Corporate Governance Report.

The role of the chief executive

Since all the Directors are non-executive and day-to-day management responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer.

Executive directors' remuneration

As the Board has no executive directors, it is not required to comply with the principles of the Code in respect of executive directors' remuneration. Directors' fees are detailed in the Directors' Remuneration Report.

Internal audit function

As the Company delegates to third parties its day-to-day operations and has no employees, the Board has determined that there is no requirement for an internal audit function. The Directors review annually whether a function equivalent to an internal audit is needed and will continue to monitor its systems of internal controls in order to provide assurance that they operate as intended.

The Company complies with the corporate governance statement requirements pursuant to the FCA's Disclosure Guidance and Transparency Rules by virtue of the information included in the Corporate Governance section of the Annual Report together with information contained in the Strategic Report and the Directors' Report.

The Directors believe that this report and financial statements presents a fair, balanced and understandable assessment of the Company's position and prospects, and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

Remuneration and Management Engagement Committee

The Board has not deemed it necessary to appoint a Remuneration or Management Engagement Committee as, being comprised of a majority of independent Directors; the whole Board considers these matters on an ongoing basis.

As the Company does not have any employees, the Board or Audit Committee have not established arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.

Directors

Nigel Cayzer (Chairman)

British

Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment Trust PLC. He is also a director of a number of private companies. He has been Chairman or a director of a number of Investment Companies and was Chairman of Maggie's, a leading cancer charity, from 2005 until 2014.

Jamie Brooke (resigned as at 31 March 2017)

British

Jamie Brooke is a fund manager at Lombard Odier. He has spent over 20 years investing in smaller companies, listed and private, at all stages of development. He trained as an ACA with Deloitte.

Sidney Cabessa

French

Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. He was Chairman of CIC Finance, an Investment Fund and a subsidiary of French banking group, CIC - Credit Mutuel and was previously a Director of other investment companies.

Walid Chatila

Canadian

Walid Chatila has more than 11 years of international audit and special assignment experience in the Middle East and North America. He is a Certified Public Accountant (Texas 1984) and a Certified Professional Accountant (Ontario 1991). From 1994 to 2006, he was the Finance Director of Emirates Holdings in Abu Dhabi, United Arab Emirates, and between 2006 and 2011, he assumed the role of General Manager of Al Nowais Investment LLC. He is currently the General Manager of Arab Development Establishment in Abu Dhabi.

Rupert Evans

British

Rupert Evans is a Guernsey Advocate and was a partner in the firm of Ozannes between 1982 and 2003, since then he has been a consultant to Ozannes (now Mourant Ozannes). He is a non-executive director of a number of other investment companies some of which are quoted on recognised stock exchanges. He is a Guernsey resident.

Christopher Mills

British

Christopher Mills is a Partner and the Chief Executive Officer of Harwood Capital LLP. He is also Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc ("NASCIT"). NASCIT is the winner of numerous Micropal and S&P Investment Trust awards. In addition, he is a non-executive director of numerous UK companies which are either currently, or have in the past five years been, publicly quoted.

John Grace

New Zealander

John Grace is actively involved in the management of several global businesses including asset management, financial services, and real estate. He is a Director and Founder of Sterling Grace International Ltd. Sterling Grace and its affiliates manage investments for high net-worth investors, institutions and investment partnerships. The company is active in global money management, financial services, private equity and real estate investments. He is also Chairman of Trustees Executors Holdings Ltd, owner of the premier and oldest New Zealand trust company established in 1882. It is the market leader in the corporate trust business. Its clients include government divisions, corporations and banks. The company is active in wholesale financial services including trust accounting, securities custody and mutual fund registry. It is also actively engaged in the personal trust business. He graduated from Georgetown University. He has served as a director of numerous public companies and charities. He currently supports genetic research and education initiatives in science at the university of Lausanne, EPFL École polytechnique fédérale de Lausanne and CERN, the European Organization for Nuclear Research.

John Radziwill

British

John Radziwill is currently a director of INTL FC Stone , Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd and Vendor Safe Technologies LLC. In the past ten years, he also served as a director of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar of England and Wales.

Our Governance Framework

 
 Chairman 
  Nigel Cayzer 
 
  Responsibilities: 
  The leadership, operation and governance of the Board, 
  ensuring effectiveness, and setting the agenda for 
  the Board. 
-------------------------------------------------------------------------- 
 The Board Members of Oryx International Growth Fund 
  Limited: 
  Nigel Cayzer (Chairman), Jamie Brooke (resigned as 
  at 31 March 2017), Sidney Cabessa, Walid Chatila, 
  Rupert Evans, John Grace, Christopher Mills and John 
  Radziwill - all independent non-executive Directors, 
  except Christopher Mills who is a Partner of the 
  Investment Manager and Sidney Cabessa who is a Director 
  of Harwood Capital Management Limited. 
 
  Responsibilities: 
  Overall conduct of the Company's business and setting 
  the Company's strategy. 
 
  More details below. 
-------------------------------------------------------------------------- 
 Nomination Committee                 Audit Committee 
 
  Members:                             Members: 
  Nigel Cayzer (Chairman)              Walid Chatila (Chairman) 
  Jamie Brooke (resigned               Rupert Evans 
  as at 31 March 2017)                 John Radziwill 
  Sidney Cabessa 
  Walid Chatila 
  Rupert Evans 
  John Grace 
  John Radziwill 
                                       Responsibilities: 
  Responsibilities:                    The provision of effective 
  To ensure the Board comprises        governance over the appropriateness 
  individuals with the necessary       of the Company's financial 
  skills, knowledge and experience     reporting including the 
  to ensure that the Board             adequacy of related disclosures, 
  is effective in discharging          the performance of the external 
  its responsibilities and             auditors, and the management 
  oversight of all matters             of the Company's systems 
  relating to corporate governance.    of internal financial and 
                                       operating controls and business 
                                       risks. 
-----------------------------------  ------------------------------------- 
 

Board Independence and Composition

The Board

The Board is comprised of five (six prior to 31 March 2017) independent non-executive Directors including the Chairman Nigel Cayzer and two non-independent Directors, Christopher Mills who is an employee of the Investment Manager and Sidney Cabessa who is a Director of Harwood Capital Management Limited. The biographical details of the Directors holding office at the date of this report are listed above, and demonstrate a breadth of investment, accounting and professional experience. The Board does not consider it necessary to appoint a Senior Independent Director, as it is considered that all the Directors have different qualities and areas of expertise on which they may lead where issues arise and to whom concerns can be conveyed. The performance of the Company is considered in detail at each board meeting. An evaluation of Directors' performance, their independence and the work of the Board as a whole and its committees is reviewed annually by the Nominations Committee. The Directors also review the Chairman's performance, without the Chairman present. The Board considers that independence is not compromised by the length of tenure and that it has the appropriate balance of skills, experience, ages and length of service in the circumstances. The majority of the Board is considered to be independent.

The Investment Manager takes decisions as to the purchase and sale of individual investments. The Directors have access to the advice and services of the Company Secretary through its appointed representatives who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Directors are able to have access to independent professional advice at the Company's expense if they judge it necessary to discharge their responsibilities as directors. To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information.

The Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch through its representative, acts as Secretary to the Board and Committees and in doing so it:

-- assists the Chairman in ensuring that all Directors have full and timely access to all relevant documentation;

   --     organises induction of new Directors; and 

-- is responsible for ensuring that the correct Board procedures are followed and advises the Board on corporate governance matters.

Dates of Directors' Appointment and Resignation

 
 Director            Date of Appointment   Date of Resignation 
------------------  --------------------  -------------------- 
 Nigel Cayzer        3 December 1994 
 Jamie Brooke        5 September 2013      31 March 2017 
 Sidney Cabessa      3 June 2003 
 Walid Chatila       27 September 2005 
 Rupert Evans        3 December 1994 
 John Grace          8 March 2011 
 Christopher Mills   3 December 1994 
 John Radziwill      1 May 2007 
------------------  --------------------  -------------------- 
 

Directors' Appointment and Re-election

No Director has a service contract with the Company. Any Director may resign in writing to the Board at any time.

The Articles of Incorporation provide that Directors are initially appointed until the following AGM when, it is required that they be re-elected by shareholders. The Articles of Incorporation also provide that each year one-third of the Directors shall retire by rotation. The retiring Directors will then be eligible for reappointment. Accordingly, John Grace will retire by rotation and, being eligible, will seek re-election to the Board at the AGM.

Having served for more than nine years as non-executive directors and in accordance with the Code, Nigel Cayzer, Sidney Cabessa, Walid Chatila, Rupert Evans, and John Radziwill are retiring and, being eligible, will seek re-election to the Board at the forthcoming AGM.

In accordance with Listing Rule 15.2.13A, which requires Directors or members of the Investment Manager to be subject to annual election, Christopher Mills is a member of the Investment Manager, and accordingly, is retiring and, being eligible, will seek re-election to the Board.

The Board continues to believe that Mr Cayzer, Mr Chatila, Mr Evans, Mr Radziwill and Mr Grace are independent and that all Directors standing for re-election make an effective and valuable contribution to the Board and that the Company should support their re-election.

Director Resignation

With effect from 31 March 2017, Jamie Brooke resigned as a non-executive director following the transfer of the Volantis Team, and the funds managed by them, from Henderson Global Investors to Lombard Odier.

Responsibilities

The Board meets at least four times each year and deals with the important aspects of the Company's affairs including the setting and monitoring of investment strategy, and the review of investment performance. The Investment Manager takes decisions as to the purchase and sale of individual investments, in line with the investment policy and strategy set by the Board. The Investment Manager together with the Company Secretary also ensures that all Directors receive, in a timely manner, all relevant management, regulatory and financial information relating to the Company and its portfolio of investments. A representative of the Investment Manager attends each quarterly Board meeting, enabling Directors to question any matters of concern or seek clarification on certain issues. Matters specifically reserved for decision by the full Board have been defined and a procedure adopted for Directors in the furtherance of their duties to take independent professional advice at the expense of the Company.

Tenure

The Board has adopted a policy on tenure that is considered appropriate for an investment company. The Board does not believe that length of service, by itself, leads to a closer relationship with the Investment Manager or necessarily affects a Director's independence. The Board's tenure and succession policy seeks to ensure that the Board is well-balanced and will be refreshed from time to time by the appointment of new Directors with the skills and experience necessary to replace those lost by Directors' retirements. Directors must be able to demonstrate their commitment to the Company. The Board seeks to encompass relevant past and current experience of various areas relevant to the Company's business.

Conflict of Interests

Directors are required to disclose all actual and potential conflicts of interest to the Board as they arise for consideration and the Board may impose restrictions or refuse to authorise conflicts if deemed appropriate. The Directors have undertaken to notify the Company Secretary as soon as they become aware of any new potential conflicts of interest that would need to be approved by the Board. Only Directors who have no material interest in the matter being considered will be able to participate in the Board approval process.

It has also been agreed that the Directors will advise the Chairman and the Company Secretary in advance of any proposed external appointment. None of the Directors had a material interest in any contract, which is significant to the Company's business. The Directors' Remuneration Report provides information on the remuneration and interests of the Directors.

Performance evaluation

The Board has adopted a formal annual evaluation of its own performance and that of its Committees and individual Directors. The last evaluation took place in March 2017 and was led by the Chairman. The Chairman was not involved in the evaluation of his own performance.

The evaluation is conducted utilising a questionnaire. The Board has developed criteria for use at the evaluation, which focuses on the individual contribution to the Board and its Committees made by each Director and the Chairman, each Director's independence and the responsibilities, composition and agenda of the Committees and of the Board itself. A review of Board composition and balance, including succession planning for appointments to the Board, is included as part of the annual performance evaluation. The non-executive Directors also meet without the Chairman present to appraise his performance.

During the annual board evaluation in March 2017, it was concluded that all Directors with the exception of Messer's Mills and Cabessa were independent. It was confirmed that the Chairman and all Directors felt well prepared and able to participate fully at Board meetings, with a good understanding of the markets and investments of the Company. It was agreed that all relevant topics were fully discussed at effective Board meetings, with the board having a good range of competencies and skills.

The Board will continue to review its procedures, its effectiveness and development in the year ahead.

Induction/Information and Professional Development

Directors are provided, on a regular basis, with key information on the Company's policies, regulatory requirements and its internal controls. Regulatory and legislative changes affecting Directors' responsibilities are advised to the Board as they arise, along with changes to best practice from, amongst others, the Company Secretary and the Auditor. Advisers to the Company also prepare reports for the Board from time to time on relevant topics and issues.

When a new Director is appointed to the Board, they will be provided with all relevant information regarding the Company and their respective duties and responsibilities as a Director. In addition, a new Director will also spend time with representatives of the Investment Manager in order to learn more about their processes and procedures.

Independent Advice

The Board recognises that there may be occasions when one or more of the Directors feels it is necessary to take independent legal advice at the Company's expense. A procedure has been adopted to enable them to do so, which is managed by the Company Secretary.

Directors' Indemnity

To the extent permitted by Guernsey law, the Company's Articles of Incorporation provide an indemnity for the Directors against any liability except such (if any) as they shall incur by or through their own breach of trust, breach of duty or negligence.

During the year the Company has maintained insurance cover for its Directors and Officers under a Directors' and Officers' liability insurance policy.

Board Meetings

The Board meets at least quarterly. Certain matters are considered at all Board meetings including the performance of the investments, NAV and share price and associated matters such as asset allocation and investor relations. Consideration is also given to administration and corporate governance matters, and where applicable, reports are received from the Board committees.

Directors unable to attend a board meeting are provided with the board papers and can discuss issues arising in the meeting with the Chairman or another non-executive Director.

Attendance at scheduled meetings of the Board and its committees in the 2016/17 financial year

 
                       Board     Audit      Nomination 
                                Committee    Committee 
--------------------  ------  -----------  ----------- 
 Number of meetings 
  during the year        5         4            1 
--------------------  ------  -----------  ----------- 
 Nigel Cayzer            4         -            1 
 Jamie Brooke            3         -            1 
 Sidney Cabessa          4         -            1 
 Walid Chatila           5         4            1 
 Rupert Evans            4         4            1 
 Christopher Mills       4         -            - 
 John Grace              2         -            1 
 John Radziwill          3         3            1 
--------------------  ------  -----------  ----------- 
 

In addition to these meetings, 7 ad-hoc Committee meetings were held during the year for various matters.

Board Committees

The Board has established a Nomination and an Audit Committee with defined terms of reference and duties. Further details of these committees can be found in their reports below. The terms of reference for each committee can be found on the Company's website www.oryxinternationalgrowthfund.co.uk

Nomination Committee

Membership:

Nigel Cayzer - Chairman (Independent non-executive Director)

Jamie Brooke (Independent non-executive Director) (resigned as at 31 March 2017)

Sidney Cabessa (Non-executive Director)

Walid Chatila (Independent non-executive Director)

Rupert Evans (Independent non-executive Director)

John Grace (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

The Board believes it is appropriate for the Company Chairman to also be Chairman of the Nomination Committee as he is an independent non-executive Director.

Key Objectives

To evaluate the effectiveness of the Board and its Committees and to evaluate the balance of skills, knowledge and experience on the Board and the division of responsibilities between the Board and the Investment Manager. The Nomination Committee also meets as and when appropriate to replace Directors who retire from the Board, leading the process for Board appointments and making recommendations to the Board.

Responsibilities

-- Regularly reviews and makes recommendations in relation to the structure, size and composition of the board including the diversity and balance of skills, knowledge and experience, and the independence of the non-executive Directors;

   --     Oversees the performance evaluation of the Board, its committees and individual Directors; 
   --     Reviews the tenure of each of the non-executive Directors; 

-- Leads the process for identifying and making recommendations to the Board regarding candidates for appointment as Directors, giving full consideration to succession planning and the leadership needs of the Company;

   --     Makes recommendations to the Board on the composition of the Board's committees; and 

-- Is responsible for the oversight of all matters relating to corporate governance, bringing any issues to the attention of the Board.

Committee Meetings

Only members of the Nomination Committee have the right to attend Committee meetings. Representatives of the Investment Manager and Administrator are invited by the Nomination Committee to attend meetings as and when appropriate. In the event of matters arising concerning an individual's membership of the Board, they would absent themselves from the meeting as required and another independent non-executive Director would take the Chair, if this applied to the Committee Chairman.

Main Activities during the Year

The Committee met once during the year to consider and review the results of the annual board evaluation and considered that the balance of experience, skills, independence and knowledge of the Company was appropriate.

There is a formal, rigorous and transparent procedure for the appointment of new Directors. Candidates are identified and selected on merit against objective criteria and with due regard to the benefits of diversity on the Board.

The Board continues to focus on encouraging diversity of business skills and experience, recognising that Directors with diverse skills sets, capabilities and experience gained from different backgrounds enhance the Board. The Board considers that its members have a balance of skills and experience which are relevant to the Company. The Board believes in the value and importance of diversity in the boardroom but it does not consider it appropriate or in the interests of the Company and its shareholders to set prescriptive targets for gender or nationality on the Board.

Nigel Cayzer

On behalf of the Nomination Committee

6 July 2017

Audit Committee

Membership:

Walid Chatila - Chairman (Independent non-executive Director)

Rupert Evans (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

Key Objectives

The provision of effective governance over the appropriateness of the Company's financial reporting including the adequacy of related disclosures, the performance of the external auditors, and the management of the Company's systems of internal financial and operating controls and business risks.

Responsibilities

   --     Reviewing the Company's internal financial controls; 

-- Reviewing the Company's financial results announcements, financial statements and monitoring compliance with relevant statutory and listing requirements;

-- Reporting to the Board on the appropriateness of the Company's accounting policies and practices including critical accounting policies and practices;

-- Advising the Board on whether the Audit Committee believes the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance;

   --     Overseeing the relationship with the external auditor; 

-- Considering the financial and other implications on the independence of the auditor arising from any non-audit services provided by the auditors; and

   --     Compile a report on its activities to be included in the Company's annual report. 

The Committee members have a wide range of financial and commercial expertise necessary to fulfil the Committee's duties.

Committee Meetings

The Committee meets at least three times a year. Only members of the Audit Committee have the right to attend Audit Committee meetings. Representatives of the Investment Manager and Administrator will be invited to attend Audit Committee meetings on a regular basis and other non-members may be invited to attend all or part of the meeting as and when appropriate and necessary. The Company's external auditor, KPMG Channel Islands Limited ("KPMG"), is also invited whenever it is appropriate. The Committee is also able to meet separately with KPMG without the Investment Manager being present.

Main Activities during the Year

The Committee assists the Board in carrying out its responsibilities in relation to financial reporting requirements, risk management and the assessment of internal financial and operating controls. It also manages the Company's relationship with the external auditor. Meetings of the Committee generally take place prior to a Company Board meeting. The Committee reports to the Board, as part of a separate agenda item, on the activity of the Committee and matters of particular relevance to the Board in the conduct of their work.

The Committee advises the Board on whether it believes the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. The Committee's terms of reference can be found on the Company's website www.oryxinternationalgrowthfund.co.uk.

At its four meetings during the year, the Committee focused on:

Financial Reporting

The primary role of the Committee in relation to financial reporting is to review in conjunction with the Investment Manager and the Administrator the appropriateness of the half-year and the audited annual financial statements concentrating on, amongst other matters:

   --     The quality and acceptability of accounting policies and practices; 

-- The clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements;

-- Material areas in which significant judgements have been applied or there has been discussion with the external auditor;

   --     Whether the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and 
   --     Any correspondence from regulators in relation to the quality of our financial reporting. 

To aid its review, the Committee considers reports from the Investment Manager, Administrator and also reports from the external auditor on the outcome of their annual audit.

Significant Accounting Matters

In relation to the annual report and financial statements for the year ended 31 March 2017, the following significant issues were considered by the Audit Committee:

 
 Significant       How Addressed 
  Area 
 Valuation         The Audit Committee received a report 
  of Investments    from the Investment Manager on the valuation 
                    of the portfolio and on the assumptions 
                    used in valuing the unlisted assets in 
                    the portfolio. The Committee regularly 
                    analyses the investment portfolio of 
                    the Company in terms of investment mix, 
                    fair value hierarchy and valuation. The 
                    Committee has held discussions with the 
                    Investment Manager with regards to the 
                    methodology used in valuing the unlisted 
                    assets in the portfolio. The Committee 
                    has also considered the auditor's approach 
                    to assess the valuation of the Company's 
                    investments and discussed with KPMG, 
                    their approach to testing the appropriateness 
                    and robustness of the valuation methodology 
                    applied by the Investment Manager to 
                    the Company's portfolio. The members 
                    of the Committee had a meeting with KPMG, 
                    where the audit findings were reported. 
                    KPMG did not report any significant differences 
                    between the valuations used by the Company 
                    and the work performed during their testing 
                    process. 
 
                    Based on their above review and analysis 
                    the Committee confirmed that they are 
                    satisfied with the valuation of the investments. 
 

Internal Controls

The Board is responsible for the Company's system of internal control and for reviewing its effectiveness, which was in place up to the date the financial statements were signed. The Board has delegated the responsibility of regularly reviewing the effectiveness of the systems of internal controls in place to the Audit Committee. The Audit Committee believes that the key risks identified and implementation of the system to monitor, and manage those risks, are appropriate to the Company's business as an investment company.

The ongoing risk assessment includes the monitoring of the financial, operational and compliance risks as well as an evaluation of the scope and quality of the system of internal control adopted by the third party service providers. The Audit Committee regularly reviews the delegated services to ensure their continued competitiveness and effectiveness. The system is designed to ensure regular communication of the results of monitoring by the third parties to the Board and the incidence of any significant control failings or weaknesses that have been identified and the extent to which they have resulted in unforeseen outcomes or contingences that may have a material impact on the Company's performance or operations. The Audit Committee believes that, although robust, the Company's system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives.

The Committee is responsible overall for the Company's system of internal financial and operating controls and for reviewing its effectiveness. Such a system, however, is designed to manage rather than eliminate risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board receives each year a report from the Administrator on its internal controls which includes a report from the Administrator's auditors on the control policies and procedures in operation.

The Investment Manager has established an internal control framework to provide reasonable but not absolute assurance on the effectiveness of the internal controls operated on behalf of its clients. The effectiveness of the internal controls is assessed by the Investment Manager's compliance and risk department on an ongoing basis.

In respect of the Company's system of internal controls and reviewing its effectiveness, the Directors are satisfied that a robust assessment of the principal risks facing the Company has been carried out (as outlined above) and that having reviewed the effectiveness of the risk management and internal control systems including material financial, operational and compliance controls (including those relating to the financial reporting process) no significant failings or weaknesses were identified.

External Audit

The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Committee received a detailed audit plan from KPMG identifying their assessment of the significant audit risks. For the 2017 financial year the significant audit risks identified were the valuation of unlisted investments and fraud risk, including management override of controls. The significant risks were tracked through the year and the Committee reviewed the procedures performed by the auditors to test management override of controls and in addition the audit work undertaken in respect of valuations of unlisted investments. The Committee assess the effectiveness of the audit process in addressing these matters through the reporting received from KPMG in relation to the year-end. In addition, the Committee seeks feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For the 2017 financial year, the Committee was satisfied that there had been appropriate focus and challenge on the significant and other key areas of audit risk and assessed the quality of the audit process to be good.

Appointment and Independence

The Committee considers the reappointment of KPMG, including the rotation of the audit engagement partner, and assesses their independence on an annual basis, as well as the need to go to tender for audit quality or independence reasons. In its assessment of the independence of the external auditors, the Committee receives details of any relationships between the Company and KPMG that may have a bearing on their independence and receives confirmation that the external auditor is independent of the Company.

KPMG is required to rotate the engagement partner responsible for the audit every five years. The current audit engagement partner has been in place for four years. KPMG has been the Company's external auditors since 31 March 2010. Due to the Company's incorporation in Guernsey, it is not obliged to comply with proposed developments in the UK and the EU on audit tendering. The Committee does, however, keep under review legislation from the EU and the Competition Commission in the UK. There are no contractual obligations restricting the Committee's choice of external auditor and we do not indemnify our external auditor.

The Committee has, therefore, recommended to the Board that KPMG be reappointed as external auditor for the year ending 31 March 2018, and to authorise the Directors to determine their remuneration. The auditor, KPMG, have indicated their willingness to continue in office. Accordingly, a resolution proposing the reappointment of KPMG as the external auditor will be put to the shareholders at the 2017 AGM.

The Committee approved the fees for audit services for 2016/17 after a review of the level and nature of work to be performed, and after being satisfied by KPMG that the fees were appropriate for the scope of the work required. The external auditor was remunerated GBP51,000 for their services rendered in 2016/17. The entire amount relates to the year-end audit.

Non Audit Services

The external auditor and the Directors have agreed a policy for non-audit services. All non-audit services are prohibited.

Committee Evaluation

The Committee's activities formed part of the Board evaluation performed in the year. Details of this process can be found above under "Performance evaluation".

Walid Chatila

On behalf of the Audit Committee

6 July 2017

Relationship with the Investment Manager and the Administrator

The Board has delegated various duties to external parties including the management of the investment portfolio, the custodial services (including the safeguarding of assets), the registration services and the day-to-day company secretarial, administration and accounting services.

The Board receives and considers reports regularly from the Investment Manager and ad hoc reports and information are supplied to the Board as required. The Investment Manager takes decisions as to the purchase and sale of individual investments. The Investment Manager and Administrator also ensure that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. Representatives of the Investment Manager and Administrator attend each Board meeting enabling the Directors to probe further on matters of concern. A formal schedule of matters specifically reserved for decision by the full Board has been defined and a procedure adopted for Directors. The Directors have access to the advice and service of the corporate Company Secretary through its appointed representative who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.

Shareholder Engagement

Communications with Shareholders

The Board believes that the maintenance of good relations with shareholders is important for the long-term prospects of the Company. Where appropriate the Chairman, and other Directors are available for discussion about governance and strategy with major shareholders and the Chairman ensures communication of shareholders' views to the Board. The Board receives feedback on the views of shareholders from the Investment Manager and Broker.

The Board believes that the AGM provides an appropriate forum for investors to communicate with the Board, and encourages participation. The AGM will be attended by at least one Director. Details of proxy votes received in respect of each resolution will be made available to shareholders at the meeting and will be posted on the Company's website following the meeting.

The Annual and Half-year Reports are available to all shareholders. The Board considers the format of the annual and interim reports so as to ensure they are useful to all shareholders and others taking an interest in the Company. In accordance with best practice, the Annual Report, including the Notice of the AGM, will be sent to shareholders at least 20 working days before the meeting.

Institutional Investors - use of voting rights

The Investment Manager, in the absence of explicit instructions from the Board, are empowered to exercise discretion in the use of the Company's voting rights in respect of investments and then to report to the Board, where appropriate, regarding decisions taken. The Board has considered whether it was appropriate to adopt a voting policy and an investment policy with regard to social, ethical and environmental issues and concluded that it was not appropriate to change the existing arrangements.

2017 Annual General Meeting

The AGM will be held in Guernsey on 31 August 2017 at 10:00 BST. The notice for the AGM set out in the Shareholder Circular accompanying this Annual Report sets out the ordinary and special resolutions to be proposed at the meeting. Separate resolutions are proposed for each substantive issue.

DIRECTORS' REMUNERATION REPORT

The Directors' remuneration for the year is as follows:

 
 Director          Year Ended 31 March   Year Ended 31 March 
                                  2017                  2016 
                                   GBP                   GBP 
----------------  --------------------  -------------------- 
 Nigel Cayzer                   25,625                25,000 
 Jamie Brooke                   18,500                18,000 
 Sidney Cabessa                 18,500                18,000 
 Walid Chatila                  19,750                18,000 
 Rupert Evans                   18,500                18,000 
 Christopher 
  Mills                         18,500                18,000 
 John Grace                     18,500                18,000 
 John Radziwill                 18,500                18,000 
----------------  --------------------  -------------------- 
 

Remuneration Policy

The determination of the Directors' fees is a matter dealt with by the Board. The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration, although the Directors reviewed the fees paid to the Boards of Directors of similar investment companies during 2015 and 2016 and revised the remuneration of the Chairman to GBP27,500 per annum, the Audit Committee Chairman to GBP25,000 per annum and all other Directors to GBP20,000 per annum commencing from 1 January 2017. No Director is involved in decisions relating to their own remuneration.

No Director has a service contract with the Company and Directors' appointments may be terminated at any time by one month's written notice with no compensation payable at termination.

The Company's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears. No Director has any entitlement to a pension, and the Company has not awarded any share options or long-term performance incentives to any of the Directors. No element of the Directors' remuneration is performance related. Directors are authorised to claim reasonable expenses from the Company in relation to the performance of their duties.

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable high calibre candidates to be recruited. During the year 2016/17, the policy was for the Chairmen of the Board and the Audit Committee to be paid higher fees than the other Directors in recognition of their more onerous role and more time spent. The Board may amend the level of remuneration paid within the limits of the Company's Articles of Incorporation.

Service Contracts and Policy on Payment of Loss of Office

Directors are appointed with the expectation that they are initially appointed until the following AGM when, it is required that they be re-elected by shareholders. Directors will initially serve for a period of three years, and will stand for re-election every three years. In accordance with the Code, Directors who have served for more than nine years as non-executive directors will retire annually and seek re-election to the Board. Directors or members of the Investment Manager are subject to annual election, in accordance with Listing Rule 15.2.13A.

The names and biographies of the Directors holding office at the date of this report are listed in the Corporate Governance Report.

Directors' Interests

The Company has not set any requirements or guidelines for Directors to own shares in the Company. The beneficial interests of the Directors and their connected persons in the Company's shares are shown in the table below:

 
                         31 March 2017      31 March 2016 
                       Ordinary Shares    Ordinary Shares 
-------------------  -----------------  ----------------- 
 Christopher Mills             328,716            328,716 
 John Radziwill 
  *                                  -            419,000 
 John Grace **                 130,000            130,000 
                               346,607            346,607 
-------------------  -----------------  ----------------- 
 

* John Radziwill is a Director of a fund, held by his family trust that held 419,000 Ordinary Shares. During the year ended 31 March 2017 Mr Radziwill advised that his family trust had sold its holding of the fund (of which he is a Director) which held Oryx shares. The fund is managed by an independent fund manager and he, therefore, did not have an influence over the holding of Oryx by the fund.

** John Grace holds a beneficial interest of 130,000 Ordinary Shares. Mr Grace is also a member of a class of beneficiaries which holds an interest in 346,607 Ordinary Shares.

Christopher Mills is a Partner and Chief Executive Officer of Harwood Capital LLP, the Investment Manager and Investment Adviser. Harwood Capital LLP is entitled to fees as detailed in Notes 4 and 5. Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company.

No fees were paid or are payable to Harwood Capital Management Limited where Sidney Cabessa is a director.

Other than fees payable in the ordinary course of business, there have been no material transactions with these related parties.

Annual Report on Remuneration

Other than as shown above, no other remuneration or compensation was paid or payable by the Company during the year to any of the Directors, other than travel expenses of GBP28,933 (2016: GBP35,746).

Advisers to the Remunerations Committee

The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration.

Nigel Cayzer

On behalf of the Board

6 July 2017

DIRECTORS' RESPONSIBILITIES REPORT

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare the financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and applicable law.

The financial statements are required by law to 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 those financial statements, the Directors are required to:

   --     select suitable accounting policies and apply them consistently; 
   --     make judgements and estimates that are reasonable and prudent; 

-- state whether applicable 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 confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records, which 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 (Guernsey) Law, 2008.

They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and prevent and detect fraud and other irregularities.

The Directors confirm to the best of their knowledge that:

-- The financial statements which have been prepared in accordance with IFRS as adopted by the European Union give a true and fair view of the assets, liabilities, financial position and profit of the Company, taken as a whole as required by DTR 4.1.6, and are in compliance with the requirements set out in the Companies (Guernsey) Law, 2008 as amended;

-- The Annual Report includes a fair review of the information required by DTR 4.1.8R and DTR 4.1.11R, which provides an indication of important events and a description of principal risks and uncertainties which face the Company.

-- The Investment Adviser's Report, together with the Director's report, includes a fair review of the information required by DTR 4.1.12R.

-- 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 performance, business model and strategy.

The Directors are also considered to be related parties and their fees are disclosed in the Statement of Comprehensive Income.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, and for the preparation and dissemination of the financial statements. Legislation in Guernsey governing the preparation and the dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

   Walid Chatila                                                        Rupert Evans 
   Director                                                               Director 

Opinions and conclusions arising from our audit

Opinion on financial statements

We have audited the financial statements of Oryx International Growth Fund Limited (the "Company") for the year ended 31 March 2017 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union ('EU'). In our opinion, the financial statements:

-- give a true and fair view of the state of the Company's affairs as at 31 March 2017 and of its profit for the year then ended;

-- have been properly prepared in accordance with International Financial Reporting Standards as adopted by the EU; and

   --     comply with the Companies (Guernsey) Law, 2008. 

Our assessment of risks of material misstatement

The risks of material misstatement detailed in this section of this report are those risks that we have deemed, in our professional judgement, to have had the greatest effect on: the overall audit strategy; the allocation of resources in our audit; and directing the efforts of the engagement team. Our audit procedures relating to these risks were designed in the context of our audit of the financial statements as a whole. Our opinion on the financial statements is not modified with respect to any of these risks, and we do not express an opinion on these individual risks.

In arriving at our audit opinion above on the financial statements, the risk of material misstatement that had the greatest effect on our audit was as follows:

Valuation of investments (GBP110,544,934)

Refer to Audit Committee section of the Corporate Governance Report, Note 2(b) (use of estimates and judgements), Note 2(e) (financial assets), Note 17 (fair value hierarchy)

-- The risk - As at 31 March 2017 the Company had invested 93% of its net assets in equities, debt, and a limited partnership interest (together, "investments") in listed and unlisted small and mid-size entities. As described in the Audit Committee section of the Corporate Governance Report, the valuation of the Company's investments, given that it represents the majority of the Company's net assets, is a significant area of our audit. The Company's holdings in listed investments (representing 86% of net assets) are valued based on the bid prices as at 31 March 2017. The Company's holdings in unlisted investments (representing 7% of net assets) are valued based on the International Private Equity and Venture Capital (IPEV) valuation guidelines, which requires the use of significant judgement.

-- Our response - Our audit procedures in respect of the Company's investments included, but were not limited to, evaluating the design and implementation of controls over the valuation of both listed and unlisted investments and testing the effectiveness of the control over the valuation of listed investments. We used our own valuation specialist to independently price listed investments to a third party source and assess the trading volumes behind such prices. For unlisted investments, we assessed the appropriateness of the techniques used to value the unlisted investments. We challenged the Investment Manager's key assumptions used in preparing these valuations. In particular, we focused on the appropriateness of the underlying assumptions, such as the validity of the price of recent investment being used to value a holding, and discount provisions. We corroborated key underlying financial data inputs to external sources, investee company audited accounts and management information as applicable.

We also considered the Company's disclosures (see Note 2(b)) in relation to the use of estimates and judgements in determining the fair value of investments and the Company's investment valuation policies adopted and fair value disclosures in Note 2(e) and Note 17 for compliance with International Financial Reporting Standards as adopted by the EU.

Our application of materiality and an overview of the scope of our audit

Materiality is a term used to describe the acceptable level of precision in financial statements. Auditing standards describe a misstatement or an omission as "material" if it could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. The auditor has to apply judgement in identifying whether a misstatement or omission is material and to do so the auditor identifies a monetary amount as "materiality for the financial statements as a whole".

The materiality for the financial statements as a whole was set at GBP3,477,000. This has been calculated using a benchmark of the Company's net asset value (of which it represents approximately 3%) which we believe is the most appropriate benchmark as net asset value is considered to be one of the principal considerations for members of the Company in assessing the financial performance of the Company.

We agreed with the audit committee to report to it all corrected and uncorrected audit misstatements we identified through our audit with a value in excess of GBP173,000, in addition to other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the materiality level specified above, which has informed our identification of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed above.

Whilst the audit process is designed to provide reasonable assurance of identifying material misstatements or omissions it is not guaranteed to do so. Rather we plan the audit to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements does not exceed materiality for the financial statements as a whole. This testing requires us to conduct significant depth of work on a broad range of assets, liabilities, income and expense as well as devoting significant time of the most experienced members of the audit team, in particular the Responsible Individual, to subjective areas of the accounting and reporting process.

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Disclosures of principal risks

Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to:

-- the directors' Viability Statement, concerning the principal risks, their management, and, based on that, the directors' assessment and expectations of the Company continuing in operation over the 3 years to March 2020; or

-- the disclosures in Note 2(a) of the financial statements concerning the use of the going concern basis of accounting.

Matters on which we are required to report by exception

Under International Standards on Auditing (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the Annual Report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading.

In particular, we are required to report to you if:

-- we have identified material inconsistencies between the knowledge we acquired during our audit and the directors' statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; or

-- the audit committee report does not appropriately address matters communicated by us to the audit committee.

Under the Companies (Guernsey) Law, 2008, we are required to report to you if, in our opinion:

   --     the Company has not kept proper accounting records; or 
   --     the financial statements are not in agreement with the accounting records; or 

-- we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Company's compliance with the eleven provisions of the UK Corporate Governance Code specified for our review.

We have nothing to report in respect of the above responsibilities.

Scope of report and responsibilities

The purpose of this report and restrictions on its use by persons other than the Company's members as a body

This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008 and, in respect of any further matters on which we have agreed to report, on terms we have agreed with the Company. 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.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the UK Ethical Standards for Auditors.

Lee C Clark

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

Glategny Court, Glategny Esplanade,

St Peter Port, Guernsey

GY1 1WR

6 July 2017

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2017, expressed in GBP Sterling

 
                                                                           2017         2016 
                                                             Notes          GBP          GBP 
 Income 
 Dividends                                                     3      1,069,190    1,160,205 
 Interest and other income                                     3              -       44,372 
                                                                      1,069,190    1,204,577 
 
 Realised gains on investments                                10      9,015,466   19,625,032 
 Unrealised gains/(losses) on revaluation of investments      10      8,482,464    (500,497) 
 Net gains/(losses) on foreign currency translation                       1,092     (64,266) 
 Total revenue                                                       17,499,022   19,060,269 
                                                                    -----------  ----------- 
 
 Expenses 
 Investment management and adviser's fee                       4      1,121,331    1,074,626 
 Directors' fees and expenses                                  8        185,308      191,598 
 Legal and professional fees                                            117,251       91,799 
 Supplementary management fee                                  5        200,000      200,000 
 Transaction costs                                                      107,674      309,975 
 Advisory fees                                                                -      250,536 
 Administration fees                                           7         95,083       92,939 
 Audit fees                                                              51,525       50,942 
 Custodian fees                                                6         27,849       24,042 
 Insurance                                                                5,101        5,269 
 Registrar and transfer agent fees                                       28,957       22,503 
 Printing costs                                                          13,303       18,512 
 Other expenses                                                          27,115       42,963 
 Total expenses                                                       1,980,497    2,375,704 
                                                                    -----------  ----------- 
 
 Total profit for the year before taxation                           16,587,715   17,889,142 
 
 Withholding tax on dividends                                  9          2,600       74,700 
 
 Profit and total comprehensive income for the year                  16,585,115   17,814,442 
                                                                    -----------  ----------- 
 
 Earnings per Ordinary Share - basic and diluted              14        GBP1.10      GBP1.14 
                                                                    -----------  ----------- 
 

All items in the above statement are derived from continuing operations.

The accompanying notes form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

as at 31 March 2017, expressed in GBP Sterling

 
                                                                                                 2017           2016 
                                                                               Notes              GBP            GBP 
 
 Non-current assets 
 Listed investments designated at fair value through profit or loss (Cost - 
  GBP81,538,669 (2016 
  - GBP65,345,587))                                                                       102,297,113     80,598,581 
 Unlisted investments designated at fair value through profit or loss (Cost 
  - GBP5,183,538 
  (2016 - GBP4,979,007))                                                                    8,247,821      5,066,275 
                                                                                10        110,544,934     85,664,856 
                                                                                       --------------  ------------- 
 Current assets 
 Cash and cash equivalents                                                                  8,949,022     19,514,960 
 Amounts due from brokers                                                                     332,705        379,239 
 Dividends and interest receivable                                                            182,025         90,000 
 Other receivables                                                                              3,212         10,396 
                                                                                            9,466,964     19,994,595 
                                                                                       --------------  ------------- 
 
 Total assets                                                                             120,011,898    105,659,451 
                                                                                       --------------  ------------- 
 
 Current liabilities 
 Other payables and accrued expenses                                                          340,665        320,733 
 Amounts due to brokers                                                                       250,000        621,241 
 Amounts due for share buybacks                                                               194,891              - 
                                                                                              785,556        941,974 
                                                                                       --------------  ------------- 
 
 Net assets                                                                               119,226,342    104,717,477 
                                                                                       --------------  ------------- 
 
 Shareholders' equity 
 Share capital                                                                  11         50,122,846     50,289,346 
 Capital redemption reserve                                                                 1,246,500      1,246,500 
 Other reserves                                                                            67,856,996     53,181,631 
 Total shareholders' equity                                                               119,226,342    104,717,477 
 
 Net Asset Value per Ordinary Share - basic and diluted 
                                                                                13,14         GBP8.02        GBP6.89 
                                                                                       --------------  ------------- 
 

The financial statements were approved by the Board of Directors on 6 July 2017 and are signed on its behalf by:

   Walid Chatila                                                        Rupert Evans 
   Director                                                               Director 

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2017, expressed in GBP Sterling

 
                                                Capital 
                                    Share    redemption         Other 
                       Notes      capital       reserve      reserves         Total 
                                      GBP           GBP           GBP           GBP 
--------------------  ------  -----------  ------------  ------------  ------------ 
 
 Balance at 1 
  April 2016                   50,289,346     1,246,500    53,181,631   104,717,477 
 
 Total comprehensive 
  income for the year                   -             -    16,585,115    16,585,115 
----------------------------  -----------  ------------  ------------  ------------ 
 
 Transactions 
  with owners, 
 recorded directly 
  in equity 
 Contributions, 
  redemptions 
  and distributions 
  to shareholders 
 - Cancellation 
  of shares            11,12    (166,500)             -   (1,909,750)   (2,076,250) 
--------------------  ------  -----------  ------------  ------------  ------------ 
 Total transactions 
  with owners                   (166,500)             -   (1,909,750)   (2,076,250) 
--------------------  ------  -----------  ------------  ------------  ------------ 
 
 Balance at 31 
  March 2017                   50,122,846     1,246,500    67,856,996   119,226,342 
--------------------  ------  -----------  ------------  ------------  ------------ 
 
 
                                                Capital 
                                    Share    redemption         Other 
                       Notes      capital       reserve      reserves         Total 
                                      GBP           GBP           GBP           GBP 
--------------------  ------  -----------  ------------  ------------  ------------ 
 
 Balance at 1 
  April 2015                   50,879,089     1,246,500    40,939,428    93,065,017 
 
 Total comprehensive 
  income for the year                   -             -    17,814,442    17,814,442 
----------------------------  -----------  ------------  ------------  ------------ 
 
 Transactions 
  with owners, 
 recorded directly 
  in equity 
 Contributions, 
  redemptions 
  and distributions 
  to shareholders 
 - Cancellation 
  of shares            11,12    (589,743)             -   (5,572,239)   (6,161,982) 
--------------------  ------  -----------  ------------  ------------  ------------ 
 Total transactions 
  with owners                   (589,743)             -   (5,572,239)   (6,161,982) 
--------------------  ------  -----------  ------------  ------------  ------------ 
 
 Balance at 31 
  March 2016                   50,289,346     1,246,500    53,181,631   104,717,477 
--------------------  ------  -----------  ------------  ------------  ------------ 
 

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

for the year ended 31 March 2017, expressed in GBP Sterling

 
                                                      2017           2016 
                                    Notes              GBP            GBP 
 
 Operating Activities 
 Profit and total comprehensive 
  income for the year                           16,585,115       17,814,442 
 
 Realised gains on investments                 (9,015,466)     (19,625,032) 
 Unrealised (gains) / losses 
  on investments                               (8,482,464)          500,497 
 Net (gains) / losses on 
  foreign currency translation                     (1,092)           64,266 
 (Increase) / decrease 
  in dividends and interest 
  receivable                                      (92,025)            1,800 
 Decrease / increase in 
  other receivables                                  7,184          (5,675) 
 (Increase) / decrease 
  in amounts due from brokers                       46,534        (379,239) 
 (Decrease) / increase 
  in amounts due to brokers                      (371,241)          440,919 
 Increase in other payables 
  and accrued expenses                              19,932           59,634 
 
 Purchase of investments                      (58,253,478)     (43,359,865) 
 Sale of investments                            50,871,330       69,236,597 
                                           ---------------  --------------- 
 Net cash (outflow) / inflow 
  from operating activities                    (8,685,671)       24,748,344 
                                           ---------------  --------------- 
 
 Financing Activities 
 Payments on cancellation 
  of shares                         12         (1,881,359)      (6,161,982) 
 Cash outflow from financing 
  activities                                   (1,881,359)      (6,161,982) 
                                           ---------------  --------------- 
 
 
   Net (decrease)/increase 
   in cash and cash equivalents               (10,567,030)       18,586,362 
 
 Cash and cash equivalents 
  at beginning of year                          19,514,960          992,864 
 Effect of exchange rate 
  fluctuations on cash and 
  cash equivalents                                   1,092         (64,266) 
 
 Cash and cash equivalents 
  at end of year                                 8,949,022       19,514,960 
                                           ---------------  --------------- 
 

For the year ended 31 March 2017, cash received from dividends was GBP977,165 (2016: GBP1,162,005) and interest received was GBPNil (2016: GBP2,596).

The accompanying notes form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

   1.          General 

The Company was registered in Guernsey on 2 December 1994 and commenced activities on 3 March 1995. The Company was listed on the London Stock Exchange on 3 March 1995.

The Company is a Guernsey Authorised Closed-Ended Investment Scheme and is subject to the Authorised Closed-Ended Investment Scheme Rules 2008.

The investment activities of the Company are managed by Harwood Capital LLP (the "Investment Manager") and the administration of the Company is delegated to BNP Paribas Securities Services S.C.A., Guernsey Branch (the "Administrator").

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

   2.    Accounting policies 

Basis of preparation

The financial statements of the Company, which give a true and fair view, and comply with the Companies (Guernsey) Law, 2008 (as amended) (the "Law"), have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union ("EU"). This comprises standards and interpretations approved by the International Accounting Standards Board, and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee that remain in effect.

The financial statements have been prepared on the historical cost basis except for the inclusion at fair value of certain financial instruments. The principal accounting policies are set out below.

a) Going concern

Going concern refers to the assumption that the Company has the resources to continue in operation for the next 12 months from the date of approval of these financial statements. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:

-- Working capital - As at 31 March 2017, there was a working capital surplus of GBP8,681,408. The Directors noted that as at 31 March 2017 (i) the gross investment income for the period from 1 April 2016 to 31 March 2017 was GBP16,585,115 and (ii) the Company had no borrowings, as such it has sufficient capital in hand to cover all expenses (which mainly consist of Investment Manager's fees, Administration fees and Professional fees) and to meet all of its obligations as they fall due.

-- Closed-ended Company --- The Company has been authorised by the Guernsey Financial Services Commission as an Authorised Closed-ended Collective Investment Scheme, as such there cannot be any shareholder redemptions, and therefore no cash flows out of the Company in this respect.

-- Investments - The Company has a tradable portfolio, as 93% of the investments are listed and can therefore be readily sold for cash.

Under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the Annual General Meeting ("AGM") of the Company every two years. The next notice will be given in the 2017 AGM documents, where the Board will recommend that shareholders vote against resolution. The Directors, based on discussions with the Company's most significant shareholder, have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2017.

Based on the above assessments, the Directors are of the opinion that the Company is able to meet its liabilities as they fall due for payment because it has and is expected to maintain adequate cash resources. Given the nature of the Company's business, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the next 12 months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on a going concern basis.

b) Use of estimates and judgements

The preparation of financial statements in accordance with IFRS as adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on

historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates.

Judgement is exercised in terms of whether the price of recent transaction remains the best indicator of fair value for financial instruments at the statement of financial position date.

The Investment Manager reviews sector and market information and the circumstances of the investee company to determine if the valuation adopted at the statement of financial position date remains the best indicator of fair value. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Information about areas of critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are set out in Note 2(e). Information about significant areas of estimation uncertainty that have the most significant effects on the amounts recognised in the financial statements are set out in Notes 16 and 17.

c) New standards, amendments and interpretations adopted in these financial statements

There are no new standards, amendments or interpretations issued and effective for the financial year beginning

1 April 2016 that have a significant impact on the Company.

A number of new standards, amendments to standards and interpretations that are not yet effective have not yet been applied in preparing these financial instruments. None of these are expected to have a material impact on the Company, with the exception of IFRS 9 as detailed below:

IFRS 9 "Financial Instruments" ("IFRS 9"), addresses the classification, measurement and recognition of financial assets and financial liabilities and will become effective for the periods beginning on or after 1 January 2018. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, IFRS 9 retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the profit or loss, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9's full impact.

Amendments to IAS 7: Disclosure Initiative requires an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments apply prospectively for annual periods beginning on or after 1 January 2017 with earlier application permitted. Amendments to IAS 7: Disclosure Initiative has not yet been endorsed by the EU.

   d)   Income recognition 

Dividend income is recognised when the right to receive income is established. Usually this is the ex-dividend date for equity securities. Deposit interest is accrued on a day-to-day basis. Loan interest is accounted for using the effective interest method. All income is shown gross of any applicable withholding tax.

   e)   Financial assets 

Classification

All investments of the Company are designated as financial assets at fair value through profit or loss. The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Company's documented investment strategy, therefore the Directors consider that this is the most appropriate classification.

Initial recognition

Financial assets are measured initially at fair value being the transaction price. Subsequent to initial recognition on trade date, all assets classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income. Transaction costs are separately disclosed in the Statement of Comprehensive Income.

Fair value measurement principles

Listed investments have been valued at the bid market price ruling at the reporting date. In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the financial reporting date, the bid market or closing price on the preceding business day.

Fair value of unlisted investments is derived in accordance with the International Private Equity and Venture Capital (IPEV) valuation guidelines. Their valuation includes all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unlisted investments are earnings multiples, recent investments and the net asset basis. Cost is considered appropriate for early stage investments. The relevance of this methodology can be eroded over time and in these cases the carrying values will be adjusted to reflect fair value.

For certain of the Company's financial instruments, including cash and cash equivalents, dividends and interest receivable and amounts due from brokers, the carrying amounts approximate fair value due to their immediate or short-term maturity.

Derecognition

Derecognition of financial assets occurs when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

Fair value hierarchy

Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions, IFRS 13 - "Fair Value measurement" (IFRS 13), establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3). The three levels of the value hierarchy are as follows.

Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices within level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Inputs that are unobservable for the asset or liability and reflect the Investment Manager's own assumptions in accordance with the accounting policies disclosed within Note 2 to the financial statements.

   f)    Other receivables 

Other receivables do not carry any interest and are short term in nature and are accordingly stated at their amortised cost as reduced by appropriate allowances for impairment.

   g)   Cash and cash equivalents 

Cash and cash equivalents consist of cash in hand and short term deposits in banks with original maturities of less than three months.

   h)   Other payables and accrued expenses 

Other payables and accrued expenses are non-interest bearing and are stated at their amortised cost.

   i)    Foreign currency translation 

Items included in the Company's financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency"). This is Pound Sterling which reflects the Company's activity of investing in predominantly Sterling securities. The Company's shares are also issued in Pound Sterling. Foreign currency monetary assets and liabilities have been translated at the exchange rates ruling at the statement of financial position date. Transactions in foreign currency during the period have been translated into Pound Sterling at the spot exchange rate in effect at the date of the transaction. Realised and unrealised gains and losses on currency translation are recognised in profit or loss in the Statement of Comprehensive Income.

   j)    Realised and unrealised gains and losses 

Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in profit or loss in the Statement of Comprehensive Income. The change in unrealised gains and losses arising on investments held at the financial reporting date are also included in profit or loss in the Statement of Comprehensive Income. The cost of investments partly disposed is determined using the weighted average method.

   k)   Financial liabilities 

Amounts due to brokers represent payables for investments that have been contracted for but not yet settled or delivered at the year end. Financial liabilities include other payables and accrued expenses, amounts due to brokers and amounts due on redemption of Ordinary Shares which are held at amortised cost using the effective interest rate method.

Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

   l)    Equity 

Share capital represents the nominal value of equity shares and the excess of the paid up capital over the nominal value.

Other reserves and the capital redemption reserve include all current and prior results as disclosed in the Statement of Comprehensive Income. Other reserves also include the deduction for the excess of consideration paid over nominal value on share buybacks.

m) Expenses

Expenses are recognised in profit or loss in the Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred.

   n)   Segmental reporting 

Operating segments are reported in the manner consistent with the internal reporting used by the chief operating decision-maker ('CODM'). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors who makes strategic decisions regarding the investments of the Company. Other than as disclosed in Note 15, the CODM does not consider necessary to provide further analysis for the Company.

3. Income

 
                         2017        2016 
                          GBP         GBP 
 Dividends          1,069,190   1,160,205 
 Interest income            -       2,596 
 Other income               -      41,776 
                   ----------  ---------- 
                    1,069,190   1,204,577 
                   ----------  ---------- 
 

4. Investment Manager and Adviser's fee

Harwood Capital LLP, the Investment Manager and Investment Adviser, is entitled to an annual fee of 1.25% on the first GBP15 million of the Net Asset Value of the Company, and 1% of any excess, payable monthly in arrears. The agreement can be terminated giving 12 months' notice or immediately should the Investment Manager be placed into receivership or liquidation. The Investment Manager is entitled to all the fees accrued and due up to the date of such termination but is not entitled to compensation in respect of any termination. The fees due for the year ended 31 March 2017 are GBP1,121,331 (2016: GBP1,074,626) and as at the reporting date an amount of GBP199,181 was still payable to the Investment Manager (2016: GBP93,634). This amount is included in other payables and accrued expenses.

5. Supplementary Management fee

The Investment Manager agreed to waive its right to exercise management options to subscribe for Ordinary Shares in exchange for a discretionary bonus (supplementary management fee).

During a meeting of the Board of Directors on 1 December 2016, a payment of GBP200,000 was recommended by the Chairman in respect of the 2016 supplementary management fee. This was approved by the Board of Directors during December 2016 and paid in January 2017. The supplementary management fee is paid annually in arrears.

6. Custodian fee

BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as custodian on 1 April 2007 and is entitled to an annual safekeeping fee based upon the value of investments held plus transactions fees, subject to a minimum of GBP4,000 per annum. The fees due for the year ended 31 March 2017 are GBP27,849 (2016: GBP24,042) and as at the reporting date an amount of GBP2,373 was still payable to the custodian (2016: GBP3,624). This amount is included in other payables and accrued expenses.

7. Administration fees

BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as secretary and administrator on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first GBP20 million, 0.10% on the next GBP20 million and 0.075% of any excess of the Total Assets, subject to a minimum of GBP50,000 per annum. The fees due for the year ended 31 March 2017 are GBP95,083 (2016: GBP92,939) and as at the reporting date an amount of GBP16,540 (2016: GBP28,901) was still payable to the administrator. This amount is included in other payables and accrued expenses.

8. Directors' fees and expenses

Up to the 31 December 2016, each Director was entitled to a fee of GBP18,000 per annum, with the exception of the Chairman who was entitled to a fee of GBP25,000. Effective 1 January 2017, each Director is entitled to a fee of GBP20,000 per annum, with the exception of the Chairman who is entitled to a fee of GBP27,500 and the Audit Committee Chairman who is entitled to a fee of GBP25,000. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company. As at 31 March 2017 an amount of GBP37,708 (2016: GBP37,750) was still payable to the Directors. This amount is included in other payables and accrued expenses.

9. Taxation

The Company is eligible for exemption from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. As such, the Company is only liable to pay a fixed annual fee, currently GBP1,200 (2016: GBP1,200). The withheld tax shown in the Statement of Comprehensive Income account relates to overseas dividends received or receivable.

10. Investments at fair value through profit or loss

 
                                               2017           2016 
                                                GBP            GBP 
 Cost at beginning of year               70,324,593     76,576,293 
 Additions                               58,253,478     43,359,865 
 Disposals                             (50,871,330)   (69,236,597) 
 Net realised gains on investments        9,015,466     19,625,032 
                                      -------------  ------------- 
 Cost at end of year                     86,722,207     70,324,593 
 Net unrealised gain on investments      23,822,727     15,340,263 
                                      -------------  ------------- 
 Fair value at end of the year          110,544,934     85,664,856 
                                      -------------  ------------- 
 

Representing:

 
                             2017         2016 
                              GBP          GBP 
 Listed Equities      102,297,113   80,598,581 
 Unlisted Equities      8,247,821    5,066,275 
                     ------------  ----------- 
                      110,544,934   85,664,856 
                     ------------  ----------- 
 

11. Share capital

Authorised Share capital

 
                            Number          GBP 
                         of Shares 
 Authorised: 
 Ordinary Shares 
  of 50p each           90,000,000   45,000,000 
                       -----------  ----------- 
 

Ordinary Shares Issued - 1 April 2016 to 31 March 2017

 
 Ordinary Shares         Number   Share capital 
  of 50p each         of Shares             GBP 
 At 1 April 
  2016               15,192,125      50,289,346 
 Cancellation 
  of shares           (333,000)       (166,500) 
                    -----------  -------------- 
 At 31 March 
  2017               14,859,125      50,122,846 
                    -----------  -------------- 
 

Ordinary Shares Issued - 1 April 2015 to 31 March 2016

 
 Ordinary Shares          Number   Share capital 
  of 50p each          of Shares             GBP 
 At 1 April 
  2015                16,371,611      50,879,089 
 Cancellation 
  of shares          (1,179,486)       (589,743) 
                    ------------  -------------- 
 At 31 March 
  2016                15,192,125      50,289,346 
                    ------------  -------------- 
 

Rights attributable to Ordinary Shares

In a winding-up, the holders of Ordinary Shares are entitled to the repayment of the nominal amount paid up on their shares. In addition, they have the right to receive surplus assets available for distribution. The shares confer the right to dividends, and at general meetings, on a poll, confer the right to one vote in respect of each Ordinary Share held.

   12.     Share buybacks 

In accordance with section 315 of the Law, the Company has been granted authority to make one or more market acquisitions (as defined in section 316 of the Law, of Ordinary Shares of 50 pence each in the capital of the Company (the "Ordinary Shares") on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

a) the maximum aggregate number of Ordinary Shares authorised to be acquired does not exceed 10 per cent. of the issued Ordinary Share capital of the Company on the date the shareholders' resolution is passed;

b) the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share is 50 pence and the maximum price payable by the Company for each Ordinary Share is an amount equal to 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased and that stipulated by Article 5(1) of the Buyback and Stabilisation Regulation being the higher of the price of the last independent trade and the highest current independent bid available in the market;

c) subject to paragraph (d), this authority shall expire (unless previously renewed or revoked) at the earlier of the conclusion of the next annual general meeting of the Company or on the date which is 18 months from the date of the previous shareholders' resolution;

d) notwithstanding paragraph (c), the Company may make a contract to purchase Ordinary Shares under the authority from the shareholders' before its expiry which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of Ordinary Shares in pursuance of any such contract after such expiry; and

e) the price payable for any Ordinary Shares so purchased may be paid by the Company to the fullest extent permitted by the Law.

A renewal of the authority to make purchases of the Company's own Ordinary Shares will be sought from existing shareholders at each annual general meeting of the Company.

Between 1 April 2016 and 31 March 2017, the Company carried out 8 share buybacks, resulting in a total reduction of 333,000 (2016: 1,179,486) shares for a cost of GBP2,076,250 (2016: GBP6,161,982). These shares were subsequently cancelled.

   13.              Reconciliation of net asset value to published net asset value 
 
                                              2017                       2016 
                                               GBP        GBP             GBP        GBP 
                                                          per                        per 
                                                        share                      share 
 Published net asset value             121,667,553       8.19     106,402,946       7.00 
 
   Unrealised loss on revaluation 
   of investments at bid / 
   mid-price                           (2,441,211)     (0.17)     (1,685,469)     (0.11) 
 
   Net asset value attributable 
   to shareholders                     119,226,342       8.02     104,717,477       6.89 
                                    --------------  ---------  --------------  --------- 
 
   14.              Earnings per Ordinary Share and net asset value per Ordinary Share 

The calculation of basic earnings per share for the Ordinary Share is based on net income of GBP16,585,115 (2016: GBP17,814,442) and the weighted average number of shares in issue during the year of 15,055,580 shares (2016: 15,610,370 shares). At 31 March 2017 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.

The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of GBP119,226,342 (2016: GBP104,717,477) and the number of shares in issue at the year-end of 14,859,125 shares (2016: 15,192,125 shares).

15. Segment information

The Chief Operating Decision Makers ("CODM") of the Company are the Board of Directors. The Company has one reportable segment. The Board of Directors review internal management reports on a quarterly basis prepared in accordance with IFRS, as adopted by the EU.

Information on realised gains and losses derived from sales of investments are disclosed in Note 10 to the financial statements.

The Company is domiciled in Guernsey. All of the Company's income from investments is from underlying companies. The majority of these companies are incorporated in countries other than Guernsey (mainly Great Britain).

The geographical breakdown of the Company's investment portfolio is set out in the Strategic Report.

The Company has no non-financial assets classified as non-current assets.

The Company also has a diversified shareholder population and the significant holdings of 5% or more are disclosed in the Directors' Report.

   16.        Financial risk management 

The Company's financial assets mainly comprise equity investments, trade receivables and cash balances. Note 2 sets out the accounting policies, including criteria for recognition and the basis for measurement, applied to significant financial assets and liabilities.

Note 2 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised.

The Company finances its investment activities through the Company's Ordinary Share capital, reserves and, if required, borrowings. The Company's financial liabilities comprise trade payables and expense accruals.

The main risks arising from the Company's activities are:

   (i)               market risk, including currency risk, interest rate risk and other price risk; 
   (ii)              liquidity risk; and 
   (iii)             credit risk 

The Company Secretary, in close co-operation with the Board of Directors and the Investment Manager, coordinates the Company's risk management. The policies for managing each of these risks are summarised below and have been applied throughout the year.

   i)    Market risk 

The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks.

Currency risk

The functional and presentational currency of the company is Pound Sterling and, therefore, the Company's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars. The Investment Manager monitors the Company's exposure to foreign currencies and reports to the Board on a regular basis. The Investment Manager measures the risk to the Company of the foreign currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Company's assets, liabilities, income and expenses are exposed.

At 31 March 2017 the currency profile of those financial assets and liabilities was:

 
                                        GBP         USD         Total 
                                        GBP         GBP           GBP 
 Investments at fair 
  value through profit 
  or loss                       109,109,677   1,435,257   110,544,934 
 
 Dividends and interest 
  receivable                        182,025           -       182,025 
 
 Cash and cash equivalents        8,948,971          51     8,949,022 
 
 Trade and other receivables        335,917           -       335,917 
 
 Trade and other payables         (785,556)           -     (758,556) 
 
 Total net foreign 
  currency exposure             117,791,034   1,435,308   119,226,342 
                               ------------  ----------  ------------ 
 

At 31 March 2016 the currency profile of those financial assets and liabilities was:

 
                                        GBP       USD         Total 
                                        GBP       GBP           GBP 
 Investments at fair 
  value through profit 
  or loss                        84,834,010   830,846    85,664,856 
 
 Dividends and interest 
  receivable                         90,000         -        90,000 
 
 Cash and cash equivalents       19,514,986      (26)    19,514,960 
 
 Trade and other receivables        389,635         -       389,635 
 
 Trade and other payables         (941,974)         -     (941,974) 
 
 Total net foreign 
  currency exposure             103,886,657   830,820   104,717,477 
                               ------------  --------  ------------ 
 

Sensitivity analysis is based on the Company's monetary foreign currency instruments held at each balance sheet date.

 
                                                           31 March 2017                       31 March 2016 
----------  --------------------  --------------------------------------  ---------------------------------- 
                                              Impact                                Impact 
                                            on Total              Impact          on Total            Impact 
                                       Comprehensive              on Net     Comprehensive            on Net 
                                              Income              Assets            Income            Assets 
----------  -------------------- 
             Increase/(decrease)                 GBP                 GBP               GBP               GBP 
                          in the 
                        exchange 
 Currency                   rate 
----------  --------------------  ------------------  ------------------  ----------------  ---------------- 
 
 USD                   10%/(10%)   (130,478)/159,473   (130,478)/159,473   92,322/(75,522)   92,322/(75,522) 
----------  --------------------  ------------------  ------------------  ----------------  ---------------- 
 

Interest rate risk

Interest rate movements may affect:

   --     the fair value of the investments in fixed rate securities; 
   --     the level of income receivable on cash deposits and floating rate debt instruments; and 
   --      the interest payable on the Company's variable rate borrowings, if any. 

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are

taken into account when making investment decisions and borrowings, if any. The Board reviews on a regular basis the values of the unquoted loans and preferred shares to companies in which private equity investment is made. Interest rate risk is not significant to the Company as it has no significant fixed income investments or borrowings.

Other price risk

Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.

The Company's exposure to price risk comprises mainly of movements in the value of the Company's investments. As at the year-end, the spread of the Company's investment portfolio is detailed in the Strategic Report.

The Board of Directors manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Manager's compliance with the Company's objectives and is directly responsible for investment strategy and asset allocation.

The Company's exposure to other changes in market prices at 31 March 2017 on its investments was as

follows:

 
                                           2017           2016 
                                            GBP            GBP 
 Financial assets at fair 
  value through profit or loss 
 - Non-current investments 
  at fair value through profit 
  or loss                           110,544,934     85,664,856 
                                 --------------  ------------- 
 
 
 

The following table illustrates the sensitivity of the profit and net assets to an increase or decrease of 10% in the fair values of the Company's investments. This level of change is considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based on the Company's investments at each balance sheet date, with all other variables held constant.

 
                                            2017                      2016 
                         Increase       Decrease    Increase      Decrease 
                          in fair        in fair     in fair       in fair 
                            value          value       value         value 
                              GBP            GBP         GBP           GBP 
 Income statement 
 Profit / (loss) 
  for the year         11,054,493   (11,054,493)   8,566,486   (8,566,486) 
                      -----------  -------------  ----------  ------------ 
 
 Net assets            11,054,493   (11,054,493)   8,566,486   (8,566,486) 
                      -----------  -------------  ----------  ------------ 
 
   ii)   Liquidity risk 

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

The Company is faced with some level of liquidity risk as 7% of the Company's investments are in unlisted equities and other investments that may not be readily realisable.

In accordance with the Company's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors has overall responsibility.

The table below shows the split of investments with maturity dates of less than a year and investments with no maturity date.

 
                                                                       31 March 2017                          31 March 2016 
                                                    Less     Greater   No maturity                 Less     Greater           No 
                                                    than        than          date         Total   than        than     maturity        Total 
                                                       1      1 year                                  1      1 year         date 
                                                    year                                           year 
                                                     GBP         GBP           GBP           GBP    GBP         GBP          GBP          GBP 
 Listed                                                -           -   102,297,113   102,297,113      -           -   80,598,581   80,598,581 
 Unlisted                                              -   3,451,505     4,796,316     8,247,821      -   1,768,148    3,298,127    5,066,275 
            --------------------------------------------  ----------  ------------  ------------  -----  ----------  ----------- 
                                                       -   3,451,505   107,093,429   110,544,934      -   1,768,148   83,896,708   85,664,856 
 -------------------------------------------------------  ----------  ------------  ------------  -----  ----------  -----------  ----------- 
 
 

The Company's financial liabilities are due to mature within one year from the statement of financial position date and because the Company is in a net current asset position, the Directors are satisfied that there are adequate resources to meet these obligations as they fall due.

iii) Credit risk

The Company does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Company's cash flows, should a default happen. The Company's maximum credit risk exposure at the statement of financial position date is represented by the respective carrying amounts of the financial assets in the Statement of Financial Position.

There is a risk that the custodian and bank used by the Company to hold assets and cash balances could fail and that the Company's assets may not be returned.

Associated with this is the additional risk of fraud or theft by employees of those third parties. The Board manages this risk through the Investment Manager monitoring the financial position of those custodians and banks used by the Company.

The credit rating of the custodian, BNP Paribas Securities Services S.C.A., Guernsey Branch, is A with Standard & Poor's.

iv) Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the processes, technology and infrastructure supporting the Company's activities with financial instruments either internally within the Company or externally at the Company's service providers, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of investment management behaviour.

The Company's objective is to manage operational risk so as to balance limiting of financial losses and damage to its reputation with achieving its investment objective.

Capital management policies and procedures

The Company's capital management objectives are:

   -          to ensure that the Company will be able to continue as a going concern; and 

- to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and long-term debt. The policy is that gearing should not exceed 20% of net assets.

The Company's capital at 31 March comprises:

 
                                       2017          2016 
                                        GBP           GBP 
 Long-term Debt                           -             - 
                               ------------  ------------ 
 
 Equity 
 Equity share capital            50,122,846    50,289,346 
 Retained earnings and other 
  reserves                       69,103,496    54,428,131 
                               ------------  ------------ 
                                119,226,342   104,717,477 
 
 Long-term Debt as a % of                 -             - 
  net assets 
                               ------------  ------------ 
 

The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

- the planned level of gearing, which takes account of the Investment Manager's views on the market;

- the need to buy back equity shares for cancellation, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium);

   -    the need for new issues of equity shares; and 

- the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period and there are no imposed capital requirements.

17. Fair value hierarchy

Where an asset or liability's value is determined based on inputs from different levels of the hierarchy, the level in the fair value hierarchy assumed for the valuation assessment is the lowest level input significant to the fair value measurement in its entirety.

Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. The Company does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Investments classified within level 3 have significant unobservable inputs. Level 3 instruments consists of private equity positions. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. For certain investments, the Company utilises comparable trading multiples and recent transactions in arriving at the valuation for these positions. The Investment Manager determines comparable public companies (peers) based on industry, size, developmental stage and strategy.

Management then calculates a trading multiple for each comparable company identified. The multiple is calculated by dividing the enterprise value of the comparable company by its earnings before interest, taxes, depreciation and amortisation (EBITDA). The trading multiple is then discounted for considerations such as illiquidity and differences between the comparable companies based on company-specific facts and circumstances. New investments are initially carried at cost, for a limited period, being the price of the most recent investment in the investee company.

In accordance with IPEV valuation guidelines changes and events since the acquisition date are monitored to assess the impact on the fair value of the investment and the valuation derived from investment cost is adjusted if necessary. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The table below analyses financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy into which the fair value measurement is categorised.

 
                              Level       Level       Level 
 31 March 2017                    1           2           3           Total 
                                GBP         GBP         GBP             GBP 
 Financial assets 
  at fair value 
 through profit 
  or loss 
 Listed securities      102,297,113           -           -     102,297,113 
 Unlisted securities              -   4,533,223   3,714,598       8,247,821 
                        102,297,113   4,533,223   3,714,598     110,544,934 
                       ------------  ----------  ----------  -------------- 
 31 March 2016 
 
 Financial assets 
  at fair value 
 through profit 
  or loss 
 Listed securities       80,598,581           -           -    80,598,581 
 Unlisted securities              -           -   5,066,275     5,066,275 
                         80,598,581           -   5,066,275    85,664,856 
                       ------------  ----------  ----------  ------------ 
 
 

The following table summarises the changes in fair value of the Company's Level 3 investments for the year ended 31 March 2017.

 
                                                2017          2016 
                                                 GBP           GBP 
 Balance at 1 April                        5,066,275     9,068,055 
 Net realised (losses)/gains 
  on investments                         (1,798,896)     8,455,850 
 Unrealised gains/(losses) 
  on investments                             843,354   (6,614,894) 
 Purchase of investments                           -       250,000 
 Sale of investments                     (1,631,997)   (8,459,488) 
 Transfers from level 1 into 
  level 3                                  3,602,575     2,366,752 
 Transfers from level 3 into 
  level 2                                (2,366,713)             - 
                                        ------------  ------------ 
 Balance at 31 March                       3,714,598     5,066,275 
                                        ------------  ------------ 
 
 Change in unrealised losses 
  / (gains) on investments included 
  in Statement of Comprehensive 
  Income for Level 3 investments 
  held                                       206,215   (3,632,271) 
                                        ------------  ------------ 
 

During the year ended 31 March 2017, there were three transfers from level 1 to level 3 - one resulting from an investee company's listing being suspended and the two resulting from two investee companies being privatized and one transfer from level 3 to level 2 resulting from a change in valuation technique based on available market information (31 March 2016: There were two transfers from level 1 to level 3).

Transfers between levels are determined based on changes to the significant inputs used in the fair value estimation. The directors have selected an accounting policy to apply transfers between levels in the fair value hierarchy at the beginning of the relevant reporting period.

There were no significant unobservable inputs used at 31 March 2017 in measuring financial instruments categorised as Level 3 in fair value hierarchy.

The table below sets out information about significant unobservable inputs used at 31 March 2016 in measuring financial instruments categorised as Level 3 in fair value hierarchy

 
                  Fair Value                             Sensitivity to changes 
 Valuation         at 31 March   Unobservable             in significant unobservable 
  Method           2016 (GBP)     inputs        Factor    inputs 
 
                                                           The estimated fair 
                                                           value would increase 
   Comparative                                             if: 
   Company                         Earnings                - the Earnings 
   Multiples        598,566        multiple       4.0x     multiple was increased 
---------------  -------------  -------------  -------  ----------------------------- 
 

Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the net assets attributable to the shareholders.

No sensitivity analysis has been presented for the year ended 31 March 2017 given as mentioned above there are no significant unobservable inputs used at 31 March 2017.

As at 31 March 2016

 
 Valuation Method       Input       Sensitivity                       GBP 
                                     used 
---------------------  ----------  ------------------  ------------------ 
 Comparative Company 
  Multiples             Multiple    +/-10% (4.4/3.6)    258,580/(258,580) 
---------------------  ----------  ------------------  ------------------ 
 

18. Related parties

All transactions with related parties are carried out at arm's length and the prices reflect the prevailing fair market value of the assets on the date of the transaction.

The Investment Adviser is considered to be a related party. The fees paid are included in the Statement of Comprehensive Income and further detailed in Notes 4 and 5.

The Directors are also considered to be related parties and their fees are disclosed in the Statement of Comprehensive Income. At 31 March 2017, GBP37,708 (2016: GBP37,647) included in other accruals and payables was payable to the Directors.

Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. He is also a Partner and the Chief Executive of Harwood Capital LLP, the Company's Investment Manager and Investment Adviser and Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc "NASCIT", which is a substantial shareholder of Oryx.

Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company. The Company neither paid fees to Mourant Ozannes during the year, nor had any dues outstanding at the Statement of Financial Position date (2016: Nil).

During the year, the Company acquired a further 4,321 shares in Harwood Wealth Management Group. As at 31 31 March 2017, the Company held 2,350,000 shares in Harwood Wealth Management Group valued at GBP3,995,000. The Company considers Harwood Wealth Management Group a related party as Mr Christopher Mills, a non-executive director of Harwood Wealth Management Group, is also a member of key management personnel of the Company.

Sidney Cabessa is a Director of Harwood Capital Management Limited, the parent company of Harwood Capital LLP. No fees were paid or are payable to Harwood Capital Management Limited.

19. Subsequent Events

During the period 1 April 2017 to 6 July 2017, the Company carried out two share buybacks resulting in a total reduction of 444,000 Ordinary Shares at a cost of GBP2,782,500. These Ordinary Shares were subsequently cancelled and the Ordinary Shares in issue is now 14,415,125.

COMPANY INFORMATION

Registered Office

BNP Paribas House,

St Julian's Avenue,

St Peter Port, Guernsey, GY1 1WA

Investment Manager

Harwood Capital LLP

6 Stratton Street, Mayfair, London, W1J 8LD

Investment Adviser

Harwood Capital LLP

6 Stratton Street, Mayfair, London, W1J 8LD

Custodian

BNP Paribas Securities Services S.C.A., Guernsey Branch

BNP Paribas House, St Julian's Avenue,

St Peter Port, Guernsey, GY1 1WA

Secretary and Administration

BNP Paribas Securities Services S.C.A., Guernsey Branch

BNP Paribas House, St Julian's Avenue,

St Peter Port, Guernsey, GY1 1WA

Registrars

Capita Registrars (Guernsey) Limited

PO Box 627, St Sampson, Guernsey, GY1 4PP

Stockbroker

Winterflood Securities Limited

The Atrium Building, Cannon Bridge House

25 Dowgate, Hill, London, EC4R 2GA

Independent Auditor

KPMG Channel Islands Limited

Glategny Court, Glategny Esplanade

St Peter Port, Guernsey, GY1 1WR

Legal Advisers

To the Company as to Guernsey law:

Mourant Ozannes

1, Le Marchant Street, St Peter Port,

Guernsey, Channel Islands, GY1 4HP

To the Company as to English law:

Bircham Dyson Bell

50 Broadway

London, SW1H 0BL

Website

www.oryxinternationalgrowthfund.co.uk

The person responsible for arranging for the release of this announcement on behalf of the Company is Sarah Hendry of BNP Paribas Securities Services S.C.A., Guernsey Branch, Company Secretary.

BNP Paribas Securities Services S.C.A., Jersey Branch

Liberté House 19-23

La Motte Street St

Helier Jersey

JE2 4SY

Tel: +44 (0) 1481 750 822

A copy of the Company's Annual Report and Financial Statements is available from the Company Secretary, (BNP Paribas Securities Services S.C.A., Guernsey Branch, St Julian's Avenue, St Peter Port, Guernsey,GY1 1WA), or on the Company's website.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACSSSFSUWFWSEDW

(END) Dow Jones Newswires

July 07, 2017 05:33 ET (09:33 GMT)

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