ACCOUNTS - Final Accounts

Commitments under operating leases

At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Registered number: 05584897

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditor's report	3 - 5
Profit and loss account	6
Statement of comprehensive income	7
Balance sheet	8
Statement of changes in equity	9
Notes to the financial statements	10 - 14

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Principal activity

The company provides on-going operational, intellectual, financial and other support services to investment management firms in which it has an economic interest. The company currently participates in one investment management partnership, Highclere International Investors LLP ('HII LLP'). The company is a corporate member of HII LLP.

Results and dividends

The profit for the year, after taxation, amounted to £6,045,295 (2024 - £4,464,721).

During the year the directors paid out dividends totalling £22,386,000: a final 2024 dividend at £3.06 per share, a 2025 first interim dividend at £28.80 per share and a second interim dividend of £2.58 per share.

Directors

The directors who served during the year were:

E Makin

F Gilmour

S Steele

T Linehan (Non Executive Director)

Directors' responsibilities statement

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 financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 1

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 7 July 2025 and signed on its behalf.

E Makin

Director

F Gilmour

Director

Page 2

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HIGHCLERE INVESTMENT MANAGEMENT LIMITED

FOR THE YEAR ENDED 31 MARCH 2025

Opinion

We have audited the financial statements of Highclere Investment Management Limited (the 'Company') for the year ended 31 March 2025, which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the directors' report has been prepared in accordance with applicable legal requirements.

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HIGHCLERE INVESTMENT MANAGEMENT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HIGHCLERE INVESTMENT MANAGEMENT LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and noncompliance with laws and regulations, our procedures included the following: enquiring of management concerning the Company’s policies with regards identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Company’s policies detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Company operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and applicable tax legislation.

A particular focus area included the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank

Page 4

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HIGHCLERE INVESTMENT MANAGEMENT LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

statements of the Company for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Richard Hinton (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

7 July 2025

Page 5

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2025


	2025	2024
Note	£	£


Administrative expenses		(178)	(155)
Operating loss	2	(178)	(155)
Income from other fixed asset investments		2,850,805	5,848,454
Realised gain on disposal of fixed asset investments		5,003,662	-
Interest receivable and similar income		134,320	104,663
Interest payable and similar expenses		(81)	-
Profit before tax		7,988,528	5,952,962
Tax on profit		(1,943,233)	(1,488,241)
Profit for the financial year		6,045,295	4,464,721

The notes on pages 10 to 14 form part of these financial statements.

Page 6

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

				2025	2024
			Note	£	£

Profit for the financial year	6,045,295	4,464,721
Other comprehensive income
Unrealised surplus on revaluation of fixed asset investments	62,157	492,500
Deferred tax on revaluation of fixed asset investments	(15,539)	(164,167)
Transfer to profit and loss account on disposal of fixed asset investments, net of tax	(3,752,746)	-
Other comprehensive income for the year	(3,706,128)	328,333
Total comprehensive income for the year	2,339,167	4,793,054

The notes on pages 10 to 14 form part of these financial statements.

Page 7

REGISTERED NUMBER:05584897

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	4		3,996,000		23,940,407
Current assets
Debtors: amounts falling due within one year	5	142,210		906,338
Cash at bank and in hand		1,653,718		2,827,887
		1,795,928		3,734,225
Creditors: amounts falling due within one year	6	(483,350)		(1,083,844)
Net current assets			1,312,578		2,650,381
Total assets less current liabilities			5,308,578		26,590,788
Provisions for liabilities
Deferred tax	7		-		(1,235,377)
Net assets			5,308,578		25,355,411

Capital and reserves
Called up share capital	8	650,000	650,000
Revaluation reserve		-	3,706,128
Profit and loss account		4,658,578	20,999,283
		5,308,578	25,355,411

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 July 2025.

E Makin	F Gilmour
Director	Director

The notes on pages 10 to 14 form part of these financial statements.

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HIGHCLERE INVESTMENT MANAGEMENT LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	650,000	3,213,628	22,638,062	26,501,690
Comprehensive income for the year
Profit for the year	-	-	4,464,721	4,464,721
Net movement on revaluation of other fixed assets after tax	-	492,500	-	492,500
Total comprehensive income for the year	-	492,500	4,464,721	4,957,221
Dividends: Equity capital	-	-	(6,103,500)	(6,103,500)

At 1 April 2024	650,000	3,706,128	20,999,283	25,355,411
Comprehensive income for the year
Profit for the year	-	-	6,045,295	6,045,295
Net movement on revaluation of other fixed assets after tax	-	46,618	-	46,618
Transfer to profit and loss account on disposal of investments	-	(3,752,746)	-	(3,752,746)
Total comprehensive income for the year	-	(3,706,128)	6,045,295	2,339,167
Dividends: Equity capital	-	-	(22,386,000)	(22,386,000)
At 31 March 2025	650,000	-	4,658,578	5,308,578

The notes on pages 10 to 14 form part of these financial statements.

Page 9

HIGHCLERE INVESTMENT MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies

1.1

Basis of preparation of financial statements

Highclere Investment Management Limited is a private limited company incorporated in the UK. The principal activity of the company is detailed in the directors' report.

The company's registered address is 12 Manchester Square, London, W1U 3PP.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006. The company has elected to apply the recognition and measurement provisions of IAS 39 Financial Instruments: Recognition and Measurement (as adopted for use in the EU) to its financial instruments.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.The directors do not consider there to be any key accounting estimates or judgements that materially affect the financial statements.

1.2

Cash flow

The company has taken advantage of the exemption in Section 7 of Financial Reporting Standard No. 102 from requirement to produce a cash flow statement on the grounds that it is a small company.

1.3

Valuation of investments

Investments held as fixed assets comprise investments in commingled funds and investments in associates.

Investments in commingled funds are classified as available-for-sale financial assets. They are stated at the net asset value of the company's proportionate share of the applicable fund. The company has elected to apply the provisions of IAS 39 in lieu of the FRS 102 treatment of financial assets. Accordingly revaluation gains are recognised in other comprehensive income and transferred to a revaluation reserve. Accumulated revaluation gains will be recycled through the profit and loss account on the realisation of the gain.

An associate is an entity which is not a subsidiary, but over which the company has significant influence. Investments in associates are initially measured at cost, thereafter reviewed for impairment.

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HIGHCLERE INVESTMENT MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.Accounting policies (continued)

1.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease.

1.5

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

1.6

Current and deferred taxation

Tax is recognised in the Profit and loss account, except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.

A net deferred tax asset is recognised only if it can be regarded as more than likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted.

1.7

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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HIGHCLERE INVESTMENT MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.	Operating loss
	Auditors remuneration for the company of £2,500 (2023: £2,500) is borne by Highclere International Investors LLP.

3.	Income from investments
		2025	2024
		£	£

	Profits allocated by Highclere International Investors LLP	2,850,805	5,848,454

4.	Fixed asset investments

	Investments in associates	Investment in commingled funds	Total
	£	£	£
Cost or valuation
At 1 April 2024	2,196,000	21,744,407	23,940,407
Disposals	-	(21,806,564)	(21,806,564)
Revaluations	-	62,157	62,157
Transfers intra group	1,800,000	-	1,800,000
At 31 March 2025	3,996,000	-	3,996,000

The investment in related undertakings consists of a 96.1% holding in the partnership capital of Highclere International Investors LLP. The Limited company does not have a majority of the voting rights in the LLP and accordingly does not have a controlling interest in the LLP. These accounts are therefore not prepared on a consolidated basis.

Debtors

					2025	2024
					£	£


Amounts owed by related undertakings	-	764,841
Other debtors	24,487	27,122
Prepayments and accrued income	117,723	114,375
	142,210	906,338

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HIGHCLERE INVESTMENT MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

6.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	592	-
Amounts owed to group undertakings	10,047	-
Corporation tax	169,610	711,005
Other creditors	-	6,277
Accruals and deferred income	303,101	366,562
	483,350	1,083,844

7.	Deferred taxation

		2025
		£

	At beginning of year	(1,235,377)
	Charged to other comprehensive income	(15,539)
	Utilised in year	1,250,916
	At end of year	-

The deferred taxation balance is made up as follows:
	2025	2024
	£	£

Revaluation of fixed asset investments

(1,235,377)

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HIGHCLERE INVESTMENT MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

318,269 (2024 - 318,269) A Ordinary shares of £1.00 each	318,269	318,269
331,731 (2024 - 331,731) B Ordinary shares of £1.00 each	331,731	331,731

	650,000	650,000

The holders of the B Ordinary shares are entitled to elect the majority of the Board and appoint the chairman in perpetuity. The voting rights of the A shareholders are restricted to 19.9% of the total voting rights attributable to the share capital of the company.

The shares have equal dividend rights with any declared dividend being split between the share classes in proportion to the number of allotted shares.

Not later than 1 year	455,000	455,000
Later than 1 year and not later than 5 years	976,068	1,431,068
	1,431,068	1,886,068

The company recharged the full cost of payments under the above leases, totalling £394,047 (2024: £392,619) to Highclere International Investors LLP.

10.

Related party transactions

During the year the company was allocated £2,850,805 (2024: £5,848,454) of profits by Highclere International Investors LLP ('the LLP'), of which the company is a corporate member. £9,624 (2024: £727,981) was outstanding at the year end in respect of this. At 31 March 2024 the company also owed £19,671 (2024: was owed by the LLP £36,860) by the LLP in respect of expenses incurred on its behalf. In addition to this, the company was charged management fees of £106,801 (2024: £221,175) by the LLP in relation to its holding in the funds that the LLP manages, which are deducted from the valuation of the investment.

Dividends totalling £8,942,592 (2024: £2,421,874) were paid to F Gilmour, E Makin and S Steele, directors of the company.

11.	Controlling party

Under the terms of the shareholders agreement the B Ordinary shares represent 80.1% of the voting rights attributable to the share capital of the company. E Makin is the chairman of Highclere Investment Management Limited and is the controlling shareholder of the B Ordinary shares.

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