SERAPHIM SPACE INVESTMENT TRUST PLC
(the "Company" or "SSIT")
Full Year Results
Seraphim Space Investment Trust plc (LSE: SSIT), the world's first listed SpaceTech investment company, announces its results for the financial year ended 30 June 2026.
The Annual Report and Accounts will shortly be available at the National Storage Mechanism here and can be found here. A summary is set out below.
Financial Summary
|
30 June 2026 |
30 June 2025 |
Change | |
|
Total |
|||
|
NAV |
£704.4m |
£281.1m |
150.6% |
|
Portfolio valuation |
£605.5m |
£259.8m |
133.0% |
|
Fair value vs. cost1 |
359.6% |
131.9% |
22,770bps |
|
Liquid resources |
£152.9m |
£21.5m |
610.6% |
|
Market capitalisation |
£553.3m |
£203.0m |
172.5% |
|
Ordinary shares |
|||
|
NAV |
£570.4m |
£281.1m |
102.9% |
|
NAV per share1 |
240.49p |
118.52p |
102.9% |
|
Liquid resources |
£19.0m |
£21.5m |
-11.5% |
|
Market capitalisation |
£445.5m |
£203.0m |
119.4% |
|
Share price1 |
187.8p |
85.6p |
119.4% |
|
-Discount/+premium1 |
-21.9% |
-27.8% |
590bps |
|
Ongoing charges1 |
1.36% |
1.77% |
-41bps |
|
Number of shares in issue |
237.2m |
237.2m |
0.0% |
|
C shares |
|||
|
NAV |
£133.9m |
||
|
NAV per share1 |
98.11p |
||
|
Liquid resources |
£133.8m |
||
|
Market capitalisation |
£107.8m |
||
|
Share price1 |
79.0p |
||
|
-Discount/+premium1 |
-19.5% |
||
|
Ongoing charges1 |
1.56% |
||
|
Number of shares in issue |
136.5m |
1 Alternative performance measure - see Alternative Performance Measures below.
Full Year Highlights
The portfolio more than doubled in value, increasing by £374.3m (133.0%) to £605.5m at 30 June 2026. Growth was driven predominantly by substantial fair value gains across the portfolio, underpinned by strengthening defence tailwinds and major funding rounds, particularly from the Company's largest holding, ICEYE, partially offset by realised losses on disposals.
The NAV per ordinary share increased by 102.9% to 240.49p, while the ordinary share price rose by 119.4% to 187.8p and the discount narrowed from 27.8% to 21.9%.
In May 2026, the Company raised £136.5m through a C share issue, representing the largest fundraise by a UK-listed investment company since February 2023, demonstrating strong investor demand for the Company's strategy and sector exposure.
£4m was deployed in three existing portfolio companies, as we continued to selectively support existing portfolio companies ahead of the C share issue.
The Company ended the year with £152.9m of cash and liquid resources and £42.2m in listed holdings, providing substantial firepower to accelerate investment activity across both existing holdings and new portfolio companies following the C share issue.
The private portfolio, which represented 93.0% of portfolio fair value and 80.0% of NAV at 30 June 2026, delivered exceptional performance, ending the year at 385.8% of cost (381.7% excluding FX gains). Excluding HawkEye 360, which listed during the year, the aggregate fair value increased by 145.0% during the year.
The private companies in the top 10 holdings at the year end grew revenue by 237% year-on-year on a fair value-weighted average basis.
Portfolio liquidity remained strong, with 96% of holdings by fair value at the year end benefiting from a robust cash runway. Of this, just under 90% were fully funded.
Management teams representing a majority of portfolio fair value are expected to reach EBITDA profitability by the end of 2026, reflecting the increasing maturity and commercial scaling of the portfolio.
Portfolio companies collectively raised more than $4.8bn during the year, marking the strongest financing period in the Company's history. Five private portfolio companies completed six financing rounds, each exceeding $100m, underscoring both investor confidence and the quality of the portfolio.
The Company received £6.2m in disposal proceeds from the exits of Arqit and Spire Global. In addition, HawkEye 360 completed an IPO on the New York Stock Exchange in May 2026, providing further validation of the broader maturation of the SpaceTech sector.
Investments Completed During the Year
|
Company |
Segment |
HQ |
Type |
Cost |
|
ALL.SPACE |
Downlink |
UK |
Follow-on |
3.6 |
|
QuadSAT |
Downlink |
Denmark |
Follow-on |
0.3 |
|
Taranis |
Analyse |
Israel |
Follow-on |
0.1 |
|
Total |
4.0 |
Portfolio Company Developments During the Year
Major Funding Rounds
Portfolio companies attracted more than $4.8bn of new capital during the year, including multiple landmark rounds. The Company's largest holdings continued to attract substantial backing from leading global investors reinforcing both portfolio quality and the growing strategic importance of SpaceTech.
- ICEYE (53.9% of NAV) closed its €150m Series E financing round in December 2025 led by General Catalyst followed by the completion of a landmark €1bn Series F financing round in June 2026 led by General Atlantic and valuing the company at more than €10bn.
- D-Orbit (5.8% of NAV) closed its €110m Series D financing round in January 2026 led by Azimut.
- HawkEye 360 (5.3% of NAV) closed its $150m Series E financing round in December 2025 co-led by NightDragon and Center15 Capital.
- Xona Space Systems (4.0% of NAV) closed its $170m Series C financing round in March 2026 led by Mohari Ventures Natural Capital.
- SatVu (1.6% of NAV) closed its £30m Series A extension financing round in February 2026 led by the NATO Innovation Fund.
- Tomorrow.io (1.2% of NAV) closed its $210m Series F financing round in May 2026 led by Stonecourt Capital.
Major Operational Milestones
Portfolio companies delivered significant commercial, operational and strategic milestones during the year, reinforcing their leadership positions in some of the fastest growing segments of the global SpaceTech market.
- ICEYE (53.9% of NAV) continued its transformation into a global defence and intelligence leader, reporting unaudited 2025 revenue of more than €250m and EBITDA exceeding €100m. Its joint venture with Rheinmetall was awarded a €1.7bn contract to provide Germany with space-based reconnaissance capabilities. The company also signed a $168m contract with the Finnish Defence Forces and an agreement with IHI Corporation in Japan for the delivery of an initial four satellites with options for up to 20 more.
- ALL.SPACE (6.4% of NAV) strengthened its international growth strategy through a successful redomiciling to the US, announced a partnership with Aalyria to deliver autonomous multi-orbit communications networks and secured European Space Agency funding to develop capabilities for GPS-denied environments.
- HawkEye 360 (5.3% of NAV) successfully launched its 14th satellite cluster in March 2026, strengthening its leadership in radio frequency ('RF') signals intelligence for defence customers globally. In the quarter to 30 June 2026, the company reported revenue of $49.8m, representing an 87% increase year-on-year, alongside a contracted backlog of $292.2m.
- Tomorrow.io (1.2% of NAV) announced a strategic partnership with Palantir to integrate its weather intelligence capabilities into Palantir's platforms across defence, government and enterprise markets and completed deployment of its first weather satellite constellation, achieving a 60-minute global revisit rate, unveiled its AI-native DeepSky constellation and entered into a partnership with the Fédération Internationale de l'Automobile to provide AI-powered weather intelligence for motorsport operations.
- Zeno (0.7% of NAV) secured a lease agreement for the Vallecitos Nuclear Center site, including the hot cell facilities which were originally intended for decommissioning by NorthStar. The facilities provide Zeno with critical infrastructure for radioisotope power system manufacturing that would be exceptionally difficult, time consuming and costly to replicate, with replacement value likely exceeding $100m, materially strengthening the company's execution pathway and competitive position.
- AST SpaceMobile (0.3% of NAV) announced commercial agreements with Verizon and STC Group to support direct-to-device connectivity across the US and Middle East, respectively. It also secured a prime contract position on the US Missile Defense Agency's SHIELD programme, continued deployment of its BlueBird constellation, successfully launching BlueBirds 8, 9 and 10 following the lower-than-planned orbital insertion of BlueBird 7, and received US Federal Communications Commission authorisation to deploy and operate a constellation of up to 248 low earth orbit satellites.
IPO and M&A
Portfolio companies achieved major liquidity and strategic M&A milestones during the year, providing tangible validation of the growing strategic importance of SpaceTech assets.
- HawkEye 360 (5.3% of NAV) completed an oversubscribed IPO on the New York Stock Exchange in May 2026, raising approximately $416m and achieving a market capitalisation of around $2.4bn. The company further strengthened its technology leadership through the acquisition of Innovative Signal Analysis, a provider of signal processing technologies.
Voyager (0.4% of NAV) announced the acquisition of lunar lander developer Astrobotic in a transaction valued at up to $300m, comprising cash, stock and earnout consideration, expanding Voyager's position in the rapidly developing lunar economy.
The Company also realised value through full exits of Arqit and Spire Global, generating aggregate proceeds of £6.2m.
Fair Value Change
|
Company |
30 June 2025 fair value1 £m |
30 June 2026 Additions/ (disposals) over year £m |
30 June 2026 Fair value movement over year £m |
30 June 2026 Fair value £m |
30 June 2026
% of NAV |
30 June 2026 Cost2 £m |
|
ICEYE |
105.1 |
- |
274.6 |
379.7 |
53.9% |
39.6 |
|
ALL.SPACE |
28.1 |
3.6 |
13.7 |
45.4 |
6.4% |
31.6 |
|
D-Orbit |
33.5 |
- |
7.6 |
41.1 |
5.8% |
11.6 |
|
HawkEye 360 |
20.6 |
- |
16.5 |
37.0 |
5.3% |
18.6 |
|
Xona Space Systems |
10.3 |
- |
17.9 |
28.2 |
4.0% |
7.0 |
|
LeoLabs |
12.0 |
- |
6.8 |
18.8 |
2.7% |
11.7 |
|
SatVu |
11.2 |
- |
(0.0) |
11.2 |
1.6% |
7.0 |
|
Tomorrow.io |
3.6 |
- |
5.1 |
8.8 |
1.2% |
4.2 |
|
Skylo |
4.4 |
- |
3.6 |
8.0 |
1.1% |
2.8 |
|
Pixxel |
3.3 |
- |
2.9 |
6.2 |
0.9% |
2.3 |
|
Other investments3 |
27.8 |
(32.2) |
25.6 |
21.1 |
3.0% |
31.9 |
|
Total investments |
259.8 |
(28.6) |
374.3 |
605.5 |
86.0% |
168.4 |
|
Cash |
21.5 |
152.9 |
21.7% |
|||
|
Performance fee liability4 |
- |
(54.0) |
(7.7)% |
|||
|
Other net current assets/(liabilities) |
(0.2) |
(0.0) |
(0.0)% |
|||
|
Net asset value |
281.1 |
704.4 |
100.0% |
1 30 June 2025 fair value includes assets disposed of during the year to 30 June 2026.
2 Includes the cost of new and follow-on investments less the cost of holdings sold, where relevant, made since 30 June 2025 of -£28.6m in aggregate.
3 Fair value movement includes the reversal of previously booked unrealised fair value movements for the assets disposed of in the year, which is offset by the disposals and results in realised losses.
4 The calculation period for a performance fee is the 12 months to 30 June in each year. Timing of the payout of any performance fee is subject to various conditions, including sufficient cash being available and the aggregate of net realised gains, unrealised IPO gains, listed holding fair value change and investment income exceeding the amount to be paid out. In addition, 15% of any performance fee paid must be re-invested by the Investment Manager in SSIT shares.
Quarterly Valuation Changes in the Three Months Ended 30 June 2026
During the quarter ended 30 June 2026, the portfolio delivered a further £172.2m increase in fair value, ending the period at 359.6% vs. cost (361.5% excluding FX losses). This performance was driven by £175.0m of unrealised fair value gains, partially offset by £3.1m of unrealised FX losses. Significant fair value increases during the quarter at ICEYE, LeoLabs, Pixxel and Skylo more than compensated for FX headwinds and fair value adjustments at ALL.SPACE and HawkEye 360, highlighting the continued operational and commercial momentum across the portfolio. The Q4 FY2025/26 NAV Factsheet can be found here.
Post Period Events
Post year end, the Company continued to deliver significant milestones across market recognition, portfolio realisations and capital deployment.
ALL.SPACE: Acquired by York Space on 8 July 2026 for a total purchase price of approximately $300m, consisting of approximately $155m in cash (a proportion of which is held in escrow and subject to post-completion adjustments that are not expected to be significant) and 5.9m shares of York Space common stock. The company will continue to operate as a wholly owned subsidiary of York Space. Based on York Space's closing share price of $24.62 on 30 June 2026, the fair value of SSIT's investment was £45.4m at the Period end. Based on York Space's closing share price of $22.92 on 7 July 2026 (the date prior to the completion of the transaction) and the resulting share class waterfall allocations, the consideration was worth up to £40.8m, comprised of cash proceeds of £13.4m and 1,240,150 York Space shares (together worth £34.7m) and up to £6.1m of additional cash consideration held in escrow and subject to post-completion adjustments, which were not expected to be significant. Since completion, there has been a further fall in the York Space share price, reducing the value of the Company's holding in York Space from £21.3m at completion to £6.1m at 13 October 2026.
Xona Space Systems: Completed a new financing round in October, in which SSIT invested $15m for the C share portfolio. The financing has resulted in a material increase in the fair value of SSIT's holding in the ordinary share portfolio, making Xona Space Systems the Company's second largest portfolio holding. The valuation derived from the financing increased the fair value of the Company's existing holding by approximately £52.4m from the fair value as at 30 June 2026, equivalent to 22.0p per ordinary share (gross of any performance fee accrual).
ICEYE: Announced a strategic partnership with Nokia to jointly develop sovereign low earth orbit (LEO) satellite communications systems for government and defence customers. Combining ICEYE's proven space infrastructure expertise with Nokia's communications technology, the partnership aims to deliver secure, high-performance broadband connectivity for defence, border security, emergency response and critical national infrastructure applications. The first satellites are expected to launch in 2028, supporting growing demand for sovereign European space-based communications capabilities and resilient mission-critical connectivity.
C share deployment: As at 13 October 2026, £72.5m of the C share proceeds had been deployed in five existing portfolio companies and one new company (which is a portfolio company in the Manager's Venture Fund), demonstrating strong momentum in converting newly raised capital into attractive investments and executing its growth strategy. This level of deployment has satisfied the conditions for the conversion of the first tranche of C shares, with the conversion ratio to be announced on 25 November 2026 alongside the publication of the Company's 30 September 2026 results.
Will Whitehorn OBE, Chair of Seraphim Space Investment Trust plc, commented:
"The past year was a watershed period for the space sector, cementing SpaceTech as a defining technological force. SpaceX's record-breaking IPO was the exemplar, marking SpaceTech's arrival as a mainstream investment category and underscoring the sector's growing commercial and strategic importance.
That momentum extended across the sector. M&A accelerated as technology majors such as Amazon and New Space leaders, including Rocket Lab and Intuitive Machines, emerged as consolidators. Public and private investment also reached record levels, driven by rapidly rising government demand for advanced SpaceTech capabilities.
The Company captured this momentum, delivering an exceptional year in which both portfolio value and NAV more than doubled. ICEYE was the principal driver, securing a multi-billion Euro contract and with funding rounds that established it as one of the world's most valuable private SpaceTech companies.
This performance enabled the Company to raise £137m of fresh capital through its C share issue. The Company enters the new year strongly capitalised and ready to accelerate deployment into compelling new and follow-on investments."
Mark Boggett, Chief Executive Officer, Seraphim Space Manager LLP, said:
"This was a landmark year for the portfolio. Fair value more than doubled over the Period and now stands at 3.6x cost. This represents an important milestone: five years after the Company's IPO, the gross portfolio IRR was 27.9% at the Period end. Over the same period, the annualised NAV total return per ordinary share was 19.1%, broadly in line with the Company's long-term target of at least 20%.
This accomplishment reflects strong performance across the portfolio, evidenced by accelerating commercial traction, fundraising and corporate activity. The private companies in the top 10 holdings grew revenue 237% year-on-year on a fair value weighted average basis. Five private portfolio companies completed six financing rounds of more than $100m during the 12 months to 30 June 2026, making it the portfolio's strongest period of private financing to date. Much of this capital came from new investors prepared to invest at significant premiums to prior rounds, recognising the commercial progress achieved by these businesses.
ICEYE was again the standout performer. Its German joint venture with Rheinmetall secured a €1.7bn contract with the Bundeswehr, the largest contract award in the portfolio's history. This followed stellar performance in 2025, when revenue more than doubled to €250m and EBITDA exceeded €100m, while its contracted backlog provides visibility of more than €1bn of revenue in 2027. ICEYE's record-breaking Series F financing, at a valuation exceeding €10bn, reflects this progress and was by far the largest contributor to the increase in portfolio value over the Period.
Elsewhere, HawkEye 360 delivered a strong year and became the third SSIT portfolio company to list publicly. We remain confident in its prospects and expect to remain long-term shareholders. ALL.SPACE's agreement to be acquired by York Space was another important milestone, representing the portfolio's first M&A disposal. Against a backdrop of heightened sector consolidation, we believe the wider portfolio is well positioned to attract further strategic interest.
We were also encouraged by the progress of companies that have established themselves among the Company's top 10 holdings. Xona Space Systems had an excellent year, with its valuation increasing materially following completion of its Series C financing. We believe it has substantial further potential as it builds momentum towards deploying the world's first jam-resistant, high-precision commercial GPS constellation. This positive momentum was reiterated with the further raise announced on 9 October 2026 at a significantly higher price.
With the secular trends driving the sector set to persist following SpaceX's blockbuster IPO, we anticipate another period of record investment activity and believe the portfolio is well placed to extend its recent momentum."
Analyst and Investor Presentations
There will be a webinar for equity analysts at 09:30 (UK time) today and an online presentation for retail investors at 11:00 (UK time) today. To register for either event, please contact SEC Newgate by email at seraphim@secnewgate.co.uk.
Both presentations will be hosted by the Chair, Will Whitehorn and Seraphim Space Manager LLP's CEO, Mark Boggett, CIO James Bruegger, and COO Sarah Shackleton.
- Ends -
Media Enquiries
|
Seraphim Space Manager LLP (via SEC Newgate) |
|
|
Mark Boggett, CEO / James Bruegger, CIO / Rob Desborough |
|
|
SEC Newgate (Communications advisers) |
|
|
Clotilde Gros / George Esmond / Harry Handyside |
+44 (0) 20 3757 6767 |
|
Deutsche Numis |
|
|
Nathan Brown / Vicki Paine |
+44 (0) 20 7545 8000 |
|
J.P. Morgan Cazenove |
|
|
William Simmonds / Rupert Budge |
+44 (0) 20 3493 8000 |
|
Ocorian Administration (UK) Limited |
|
|
Lorna Zimny |
+44 (0) 28 9078 5880 |
Notes to Editors
About Seraphim Space Investment Trust plc
Seraphim Space Investment Trust plc (the "Company") is the world's first listed investment company focused on SpaceTech. The Company seeks exposure predominantly to growth stage private financed SpaceTech businesses that have the potential to dominate globally and that are sector leaders with first mover advantages in areas such as climate, communications, mobility and cyber security.
The Company is listed on the Main Market of the London Stock Exchange.
Further information is available at: https://investors.seraphim.vc.
About Seraphim Space Manager LLP
Seraphim Space Manager LLP ("Seraphim Space" or the "Manager") is based in the UK and manages Seraphim Space Investment Trust plc.
Further information is available at www.seraphim.vc.
About the CompanySeraphim Space Investment Trust PLC (the ‘Company’ or ‘SSIT’) is the world's first listed SpaceTech fund. It is an externally managed closed-ended investment company that was launched in July 2021. SSIT seeks to generate capital growth over the long term through investment in a diversified, international portfolio of predominantly early and growth stage privately financed SpaceTech businesses that have the potential to dominate globally and are category leaders with first mover advantages in areas such as global security, cybersecurity, food security, climate change and sustainability. The Company's shares are traded on the London Stock Exchange's main market.
Find us online:
https://investors.seraphim.vc/
Investment ManagerThe Company is managed by Seraphim Space Manager LLP (the ‘Investment Manager’ or ‘Seraphim Space’), the world’s most prolific SpaceTech investment group. The Investment Manager’s team consists of seasoned venture capitalists and some of the space sector’s most successful entrepreneurs who scaled their businesses to multi-billion Dollar outcomes.
The Investment Manager has supported more than 150 SpaceTech companies across its fund management and accelerator activities since 2016 and has a proven track record of delivering value.
Positioned at the heart of the global SpaceTech ecosystem, the Investment Manager has a differentiated model, using information asymmetry generated from its global deal flow, partnerships with leading industry players and primary research to back the most notable emerging SpaceTech companies shaping a new industrial revolution.
The Investment Manager is a signatory to the UN Principles for Responsible Investment (‘UN PRI’). Its first UN PRI report was filed in 2024.
Key Highlights
As at 30 June 2026
Key Performance Indicators
For the year ended 30 June 2026
|
Ordinary shares | |
|
NAV per share movement1 (Prior year: 23.2%) |
Share price movement1 (Prior year: 56.8%) |
|
Discount (as at 30 June 2026)1 (30 June 2025: -27.8%) |
Ongoing charges1 (Prior year: 1.77%) |
|
C shares | |
|
Discount (as at 30 June 2026)1 |
Ongoing charges1 |
|
Portfolio | |
|
Fair value vs. cost (as at 30 June 2026)1 (30 June 2025: 131.9%) | |
Financial Summary
|
30 June 2026 |
30 June 2025 |
|||||||||
|
Change |
||||||||||
|
Total |
||||||||||
|
NAV |
£704.4m |
£281.1m |
150.6% |
|||||||
|
Portfolio valuation |
£605.5m |
£259.8m |
133.0% |
|||||||
|
Fair value vs. cost1 |
359.6% |
131.9% |
22,770bps |
|||||||
|
Liquid resources |
£152.9m |
£21.5m |
610.6% |
|||||||
|
Market capitalisation |
£553.3m |
£203.0m |
172.5% |
|||||||
|
Ordinary shares |
||||||||||
|
NAV |
£570.4m |
£281.1m |
102.9% |
|||||||
|
NAV per share1 |
240.49p |
118.52p |
102.9% |
|||||||
|
Liquid resources |
£19.0m |
£21.5m |
-11.5% |
|||||||
|
Market capitalisation |
£445.5m |
£203.0m |
119.4% |
|||||||
|
Share price1 |
187.8p |
85.6p |
119.4% |
|||||||
|
-Discount/+premium1 |
-21.9% |
-27.8% |
590bps |
|||||||
|
Ongoing charges1 |
1.36% |
1.77% |
-41bps |
|||||||
|
Number of shares in issue |
237.2m |
237.2m |
0.0% |
|||||||
|
C shares |
||||||||||
|
NAV |
£133.9m |
|||||||||
|
NAV per share1 |
98.11p |
|||||||||
|
Liquid resources |
£133.8m |
|||||||||
|
Market capitalisation |
£107.8m |
|||||||||
|
Share price1 |
79.0p |
|||||||||
|
-Discount/+premium1 |
-19.5% |
|||||||||
|
Ongoing charges1 |
1.56% |
|||||||||
|
Number of shares in issue |
136.5m |
|||||||||
1 Alternative performance measure - see Alternative Performance Measures below.
Portfolio Snapshot
As at 30 June 2026
|
Fair value (30 June 2025: £259.8m) |
Top 10 investments (30 June 2025: 89.5%) |
|||
|
Private portfolio (30 June 2025: 155.8%)
Money raised by private (30 June 2025: >$390m) |
Listed portfolio (30 June 2025: 25.8%) Percentage of portfolio by fair value that is fully funded1 90% (30 June 2025: 58%) |
|||
|
Number of private portfolio companies that are fully funded or have 12 months or more of cash runway1 13 (30 June 2025: 13) |
Average cash runway of private portfolio that is not fully funded from 30 June 20261,3 (30 June 20253: 9 months) |
|||
1 Source: Portfolio company data and management projections.
2 Between 1 July 2025 and 30 June 2026.
3 Fair value weighted average (as defined in the Glossary) number of months of cash runway from 30 June 2026 for the private portfolio companies that are not fully funded, representing 10% of the portfolio fair value, taking into account cash as at year end and any fundraising raised post Period end (30 June 2025: 39% of the portfolio fair value was not fully funded).
Portfolio Key Developments
- Major milestones
-
ICEYE:
- Reported unaudited 2025 revenue of more than €250m, EBITDA in excess of €100m and a €1.5bn contracted order backlog.
- Joint venture with Rheinmetall was awarded a €1.7bn contract to provide the German Armed Forces with space-based reconnaissance data via exclusive access to a dedicated synthetic aperture radar ('SAR') satellite constellation.
- Also signed multiple other sizeable contracts for the delivery of sovereign SAR satellites for nation states, including a $168m contract with the Finnish Defence Forces, and an agreement with IHI Corporation in Japan for the delivery of an initial four satellites and options for up to 20 more.
-
ALL.SPACE:
- Redomiciled the business to the US, marking a significant milestone in the company's next phase of growth.
- Announced a partnership with Aalyria to deliver autonomous multi-orbit communications networks.
- Secured $1.1m from the European Space Agency's Navigation Innovation and Support Program to develop capabilities for GPS-denied environments.
-
HawkEye 360:
- Successfully launched its 14th satellite cluster in March 2026, strengthening its leadership in radio frequency ('RF') signals intelligence for defence customers globally.
- In the quarter to 30 June 2026, the company reported revenue of $49.8m, representing an 87% increase year-on-year, alongside a contracted backlog of $292.2m.
-
Tomorrow.io:
- Announced a strategic partnership with Palantir to integrate its weather intelligence capabilities into Palantir's platforms across defence, government and enterprise markets.
- Completed deployment of its first weather satellite constellation, achieving a 60-minute global revisit rate, unveiled its AI-native DeepSky constellation and entered into a partnership with the Fédération Internationale de l’Automobile to provide AI-powered weather intelligence for motorsport operations.
-
Zeno:
- Secured a lease agreement for the Vallecitos Nuclear Center site, including the hot cell facilities which were originally intended for decommissioning by NorthStar. The facilities provide Zeno with critical infrastructure for radioisotope power system manufacturing that would be exceptionally difficult, time consuming and costly to replicate, with replacement value likely exceeding $100m, materially strengthening the company's execution pathway and competitive position.
-
AST SpaceMobile:
- Announced commercial agreements with Verizon and STC Group to support direct-to-device connectivity across the US and Middle East, respectively.
- Secured a prime contract position on the US Missile Defense Agency's SHIELD programme, continued deployment of its BlueBird constellation, successfully launching BlueBirds 8, 9 and 10 following the lower-than-planned orbital insertion of BlueBird 7, and received US Federal Communications Commission authorisation to deploy and operate a constellation of up to 248 low earth orbit ('LEO') satellites.
- Major funding rounds
-
ICEYE:
- Closed its €150m Series E financing round in December 2025 led by General Catalyst.
- Completed its €1bn Series F financing round in June 2026 led by General Atlantic, of which €450m was fresh capital and the remaining €550m secondary capital, valuing the company at over €10bn.
-
HawkEye 360:
- Closed its $150m Series E financing round in December 2025 co-led by NightDragon and Center15 Capital.
-
Nu Quantum:
- Closed its £60m Series A financing round in December 2025 led by National Grid Partners.
-
D-Orbit:
- Closed its Series D financing round in January 2026 led by Azimut with €110m raised, of which €45m was fresh capital with the remainder being secondary capital.
-
SatVu:
- Closed its £30m Series A extension financing round in February 2026 led by Nato Innovation Fund alongside other backers.
-
Xona Space Systems:
- Closed its $170m Series C financing round in March 2026 led by Mohari Ventures Natural Capital.
-
Tomorrow.io:
- Closed its $210m Series F financing round in May 2026 led by Stonecourt Capital.
- IPOs, M&A, Exits
-
HawkEye 360:
- Acquired Innovative Signal Analysis, a provider of high-performance signal processing technologies, to bring advanced algorithms, edge and cloud-based processing solutions into HawkEye 360's rapidly evolving RF platform.
- Successfully completed an oversubscribed IPO on the New York Stock Exchange in May 2026, raising $416m in the process.
-
Voyager:
- Announced the acquisition of lunar lander developer Astrobotic in a transaction valued at up to $300m, comprising cash, stock and earnout consideration, expanding Voyager's position in the rapidly developing lunar economy.
-
Arqit:
- SSIT fully exited its holding on the back of a share price rally in early October 2025, when the price reached levels not seen since February 2023. £3.3m proceeds were received for the holding, equivalent to 15% of the initial Sterling cost of the holding.
-
Spire Global:
- SSIT fully exited its holding in October 2025. £2.9m proceeds were received for the holding, equivalent to 29% of the initial Sterling cost of the holding.
-
Altitude Angel:
- On 7 October 2025, the company appointed joint administrators after an acquisition process to sell the company unexpectedly fell through at a very late stage in the process. As a very small holding, this had a negligible impact on the Company’s NAV.
The space sector experienced a transformative year, characterised by record capital formation, major strategic acquisitions, increasing defence investment and growing commercial maturity. The Period also saw several landmark events that further established SpaceTech as a strategically important and increasingly institutionalised asset class.
- Aug-25: Firefly Aerospace, a vertically integrated space and defence platform spanning launch, lunar infrastructure and spacecraft, completed a $868m IPO on NASDAQ at an implied valuation of approximately $6.3bn.
- Oct-25: Airbus, Leonardo and Thales announced plans to combine elements of their space businesses to create a European space champion, reflecting growing efforts to strengthen sovereign space capabilities and compete more effectively with US-led providers.
- Nov-25: European Space Agency member states approved a record €22bn budget, reinforcing Europe’s long-term commitment to space infrastructure, security and commercial space development.
- Jan-26: York Space completed a $629m IPO on the NYSE, with its shares valuing the satellite manufacturer at approximately $4.75bn on its market debut.
- Apr-26: Amazon announced its $11.6bn acquisition of Globalstar, highlighting the growing strategic importance of satellite communications infrastructure, spectrum rights and direct-to-device connectivity.
- May-26: SSIT portfolio company HawkEye 360 completed a $416m IPO on the New York Stock Exchange at a valuation of approximately $2.4bn.
- Jun-26: SpaceX completed the largest IPO in history, raising approximately $85.7bn at a valuation of roughly $1.8tn, a landmark event that further established SpaceTech as a mainstream institutional asset class.
- Jun-26: Rocket Lab announced the $8bn acquisition of Iridium, expanding its presence in satellite communications and direct-to-device services.
Chair’s Statement
The past year was a watershed period for the space sector, cementing SpaceTech as a defining technological force. SpaceX’s record-breaking IPO was the exemplar, marking SpaceTech’s arrival as a mainstream investment category and underscoring the sector’s growing commercial and strategic importance.
That momentum extended across the sector. M&A accelerated as technology majors such as Amazon and New Space leaders, including Rocket Lab and Intuitive Machines, emerged as consolidators. Public and private investment also reached record levels, driven by rapidly rising government demand for advanced SpaceTech capabilities.
The Company captured this momentum, delivering an exceptional year in which both portfolio value and NAV more than doubled. ICEYE was the principal driver, securing a multi-billion Euro contract and with funding rounds that established it as one of the world’s most valuable private SpaceTech companies.
This performance enabled the Company to raise £137m of fresh capital through its C share issue. The Company enters the new year strongly capitalised and ready to accelerate deployment into compelling new and follow-on investments.
DR Will Whitehorn OBE
Chair
I am pleased to present the Annual Report of Seraphim Space Investment Trust PLC for the year ended 30 June 2026.
I would like to thank all shareholders for their ongoing support, and welcome new shareholders who participated in the C share issue in May 2026.
Progress in the PeriodDuring the Period, the Company invested £4.0m in three existing portfolio companies. The portfolio consisted of 23 active SpaceTech companies and the investment in the Seraphim Space Ventures II LP fund (the ‘Venture Fund’), valued at £605.5m, at 30 June 2026 (2025: 25 active companies and the Venture Fund, £259.8m). In addition, the Company disposed of its holdings in Arqit and Spire Global, receiving £6.2m in proceeds. This resulted in the Company holding £19.0m (2025: £21.5m) of cash reserves for the ordinary shares and £133.8m (2025: £Nil) of cash reserves for the C shares at the Period end.
In May 2026, we were delighted to raise £136.5m through the issuance of C shares, the largest fundraise by a UK-based investment company since February 2023. This will allow the Company to actively seek to invest more meaningful amounts in new target companies and as follow-on investments into existing portfolio companies. Following the successful C share issue, the Company joined the FTSE 250 Index in June 2026, marking another important milestone for SSIT. As explained in the Investment Manager’s Report, overall, the portfolio continues to be well capitalised, with a number of management teams of portfolio companies believing their companies are already fully funded and/or expected to be EBITDA positive in the near term. A detailed review of the performance of the portfolio companies can be found in the Investment Manager’s Report.
NAVNet asset year-over-year growth of 150.6%, from £281.1m to £704.4m at 30 June 2026, was driven predominantly by an increase in the fair value of the portfolio and the results of the C share issue, which was partially offset by running costs, including an accrual for the performance fee which became payable at the Period end. NAV for the ordinary shares increased 102.9%, from £281.1m to £570.4m, with NAV per ordinary share also increasing 102.9%, from 118.52p to 240.49p at the Period end, driven by the portfolio fair value increase. As at 30 June 2026, NAV for the C shares was £133.9m, with NAV per C share of 98.11p, driven by the funds raised in the placing less issue costs and other expenses from the raise to the end of the Period.
The private companies in the portfolio continue to account for the majority of the portfolio (83.3% by number of holdings and 93.0% by fair value) as at 30 June 2026. The fair value of the private portfolio (excluding HawkEye 360, which listed during the Period) increased 145.0% over the Period, reaching 385.8% vs. cost (381.7% excluding FX impact) at the Period end. ICEYE’s new funding round, which was finalised during the Period and completed post the end of the Period, drove a significant portion of the fair value increase. As at 30 June 2026, ICEYE represented 54% of SSIT’s NAV. One of the Company’s principal risks is portfolio concentration, and this is a topic discussed frequently by the Directors and the Investment Manager. The Investment Manager continues to see positive developments in a number of the other top 10 holdings, driven by market trends, contract wins and strong execution by portfolio company management teams.
The listed element of the portfolio (including HawkEye 360) saw fair value in aggregate rise by 40.9%, reaching 188.5% fair value vs. cost (204.7% excluding FX impact).
FX gains were minimal, accounting for £2.4m in the Period.
The NAV reflects a performance fee liability of £54.0m (30 June 2025: no provision or liability). Timing of the payout of the performance fee is subject to various conditions, including the Board being satisfied that there is sufficient cash available, after taking into account the Company’s working capital requirements, and the aggregate of net realised gains, unrealised IPO gains, listed holding fair value change and investment income exceeding the amount to be paid out. We note that the conditions have not yet been met and also confirm that cash attributable to the C shares will not be used to pay the performance fee. In addition, once payout does occur, 15% of any performance fee must be re-invested by the Investment Manager in SSIT shares.
The Company has no formal benchmark index. At the time of SSIT's IPO, we set a target annualised NAV total return on the Company’s portfolio of at least 20% over the long term. The Board has reviewed the target return and decided that, going forward, it should be based on the annualised NAV total return per ordinary share over the long-term, with the annualised target of 20% being retained, to provide greater transparency for shareholders. Over the period from IPO to 30 June 2026 (approximately five years), the annualised NAV total return per ordinary share was 19.1%. Over the same period, the gross portfolio Internal Rate of Return (‘IRR’) was 27.9%.
Share PriceThe Company’s ordinary share price showed significant positive momentum during the Period, reaching 187.8p on 30 June 2026, an increase of 119.4% from 85.6p at 30 June 2025. Whilst the share price traded at a discount of 21.9% vs. the NAV per ordinary share at the Period end, this was a lower discount than at the end of the prior year (30 June 2025: 27.8% discount). There was significant volatility in the ordinary share price during the Period, in line with space, defence and technology indices.
The Company’s C share price as at 30 June 2026 was 79.0p, representing a discount of 19.5% vs. the NAV per C share.
Capital Allocation PolicyEach year, the Company seeks shareholder approval at the AGM to have the ability to repurchase shares. Similar to its peers in the market, the Company’s shares continue to trade at a discount to NAV. A buy-back of shares is usually in the interests of all shareholders as it can help to stabilise the share price, and, when trading at a substantial discount to NAV, it also increases NAV per share. However, it also reduces the liquid resources of the Company and results in the capital that has been used for buy-backs no longer being available for investments.
The Company is currently focused on investing the funds raised in the recent C share issue in new and follow-on investments, which was the basis on which the money was raised, in order to facilitate potential long-term capital appreciation. The Investment Manager continues to access significant deal flow and focus on its disciplined investment and engaged portfolio monitoring process to drive portfolio value. Over the Period, this has resulted in strong portfolio performance and NAV accretion, and the Board continues to believe that this long-term strategy will lead to significant growth in the Company’s NAV per share.
Earnings and DividendThe Company made a gain after tax of £289.4m for the Period (2025: £53.0m), equal to 121.97p (2025: 22.33p) per ordinary share and 0.03p (2025: Nil) per C share. The ordinary share gain is made up of a revenue loss after tax of £4.7m (2025: loss of £3.6m), equal to -1.98p (2025: -1.52p) per ordinary share, and a capital gain after tax of £294.0m (2025: £56.6m), equal to 123.95p (2025: 23.85p) per ordinary share. The C share gain is made up of a revenue gain after tax of £0.04m (2025: £Nil), equal to 0.03p (2025: Nil) per C share. There were no capital gains or losses for the C shares during the Period.
Due to the nature of the Company’s investments and its focus on achieving capital growth over the long term, we do not anticipate recommending payment of a dividend in the foreseeable future.
Responsible InvestmentDuring the Period, the Investment Manager continued to use its proprietary due diligence tool in order to assess sustainability opportunities and ESG risks associated with each potential investment, as well as annually monitoring existing investments. The Investment Manager reviews its Responsible Investment policy annually to ensure it continues to be in line with industry practice. In addition, the Investment Manager completed its third carbon footprint assessment, achieving carbon neutrality for the year ended 31 March 2026 by retiring 186 tCO2e (2025: 258 tCO2e) in accordance with the One Carbon World Carbon Neutral International Standard. Please refer to the Responsible Investment section for more details.
Availability of Annual ReportsIn the interests of the environment and for ease of access, Annual Reports are available on the Company’s website and can be viewed and downloaded at https://investors.seraphim.vc/. Hard copies of Annual Reports will only be available on request.
Annual General Meeting
The AGM of the Company will be held at 11.30 a.m. on 25 November 2026 at Seraphim Space’s new offices: The Jellicoe, 5 Beaconsfield Street, King’s Cross, London, N1C 4EW. The AGM will include a presentation from the Investment Manager (a video of the presentation will be added to the website as soon as practicable after the AGM). Details of the resolutions to be proposed at the AGM, together with explanations, will be included in the notice of meeting to be distributed to shareholders on 21 October 2026. As a matter of good practice, all resolutions will be conducted on a poll and the results will be announced to the market as soon as possible after the AGM.
The Directors and representatives of the Investment Manager will be available at the AGM to answer shareholder questions. We do recognise that some shareholders may be unable to come to the AGM and, if you have any questions about the Annual Report, the investment portfolio or any other matter relevant to the Company, please write to us via email at seraphimteam@ocorian.com or by post to: The Company Secretary, Seraphim Space Investment Trust PLC, 5th Floor, 20 Fenchurch Street, London, EC3M 3BY. If you are unable to attend the AGM, I urge you to submit your proxy votes in good time for the meeting, following the instructions on the proxy form. If you vote against any of the resolutions, we would be interested to hear from you so that we can understand the reasons behind any objections.
Material events After the Period End- ALL.SPACE: Acquired by York Space on 8 July 2026 for a total purchase price of approximately $300m, consisting of approximately $155m in cash (a proportion of which is held in escrow and subject to post-completion adjustments that are not expected to be significant) and 5.9m shares of York Space common stock. The company will continue to operate as a wholly owned subsidiary of York Space. As explained in more detail, the fair value of SSIT's investment in ALL.SPACE was £45.4m at the Period end, whereas, on completion of the transaction, the consideration was worth up to £40.8m (the reduction in value being due to a fall in York Space's share price over the intervening period and the resulting impact on the share class waterfall allocations). Since completion, there has been a further fall in the York Space share price, reducing the value of the Company’s holding in York Space from £21.3m at completion to £6.1m at 13 October 2026.
- Xona Space Systems: Completed a new financing round in October, in which SSIT invested $15m for the C share portfolio. The financing has resulted in a material increase in the fair value of SSIT's holding in the ordinary share portfolio, making Xona Space Systems the Company's second largest portfolio holding. The valuation derived from the financing increases the fair value of the Company's existing holding by approximately £52.4m from the fair value as at 30 June 2026, equivalent to 22.0p per ordinary share (gross of any performance fee accrual).
- ICEYE: Announced a strategic partnership with Nokia to jointly develop sovereign LEO satellite communications systems for government and defence customers. Combining ICEYE’s proven space infrastructure expertise with Nokia’s communications technology, the partnership aims to deliver secure, high-performance broadband connectivity for defence, border security, emergency response and critical national infrastructure applications. The first satellites are expected to launch in 2028, supporting growing demand for sovereign European space-based communications capabilities and resilient mission-critical connectivity.
- C share deployment: As at 13 October 2026, £72.5m of the C share proceeds had been deployed in 5 existing portfolio companies and 1 new company (which is a portfolio company in the Venture Fund), demonstrating strong momentum in converting newly raised capital into attractive investments and executing its growth strategy. This level of deployment has satisfied the conditions for the conversion of the first tranche of C shares, with the conversion ratio to be announced on 25 November 2026 alongside the publication of the Company's 30 September 2026 results.
With SpaceTech sharing many of AI’s defining characteristics in terms of its capacity to reshape industries, we believe the sector is now entering a new multi-decade cycle of wider adoption of now proven technologies and the emergence of new capabilities across the on-orbit economy.
Given its scale, SpaceX will inevitably become a bellwether for the wider market. Its share price performance may continue to create periods of sector volatility while its valuation settles. However, the underlying drivers of growth for the sector remain firmly intact. Demand for sovereign space systems and defence capabilities continues to rise, while public and private capital markets retain a strong appetite for high-quality SpaceTech businesses.
Against this backdrop, SSIT is well positioned for the year ahead. Record fundraisings have strengthened the portfolio, while the recent C share issuance has provided the Company with substantial capital to deploy. With both the portfolio and the Company entering the current financial year from a position of strength, the outlook appears more exciting than ever.
DR Will Whitehorn OBE
Chair
14 October 2026
Investment Manager’s Report
“We are delighted to report a landmark year for the portfolio. Fair value more than doubled over the Period and now stands at 3.6x cost. This represents an important milestone: five years after the Company’s IPO, the gross portfolio IRR was 27.9% at the Period end. Over the same period, the annualised NAV total return per ordinary share was 19.1%, broadly in line with the Company’s long-term target of at least 20%.This accomplishment reflects strong performance across the portfolio, evidenced by accelerating commercial traction, fundraising and corporate activity. The private companies in the top 10 holdings grew revenue 237% year-on-year on a fair value weighted average basis. Five private portfolio companies completed six financing rounds of more than $100m during the 12 months to 30 June 2026, making it the portfolio’s strongest period of private financing to date. Much of this capital came from new investors prepared to invest at significant premiums to prior rounds, recognising the commercial progress achieved by these businesses.
ICEYE was again the standout performer. Its German joint venture with Rheinmetall secured a €1.7bn contract with the Bundeswehr, the largest contract award in the portfolio’s history. This followed stellar performance in 2025, when revenue more than doubled to €250m and EBITDA exceeded €100m, while its contracted backlog provides visibility of more than €1bn of revenue in 2027. ICEYE’s record-breaking Series F financing, at a valuation exceeding €10bn, reflects this progress and was by far the largest contributor to the increase in portfolio value over the Period.
Elsewhere, HawkEye 360 delivered a strong year and became the third SSIT portfolio company to list publicly. We remain confident in its prospects and expect to remain long-term shareholders. ALL.SPACE’s agreement to be acquired by York Space was another important milestone, representing the portfolio’s first M&A disposal. Against a backdrop of heightened sector consolidation, we believe the wider portfolio is well positioned to attract further strategic interest.
We were also encouraged by the progress of companies that have established themselves among the Company’s top 10 holdings. Xona Space Systems had an excellent year, with its valuation increasing materially following completion of its Series C financing. We believe it has substantial further potential as it builds momentum towards deploying the world’s first jam-resistant, high-precision commercial GPS constellation. This positive momentum was reiterated with the further raise announced on 9 October 2026 at a significantly higher price.
With the secular trends driving the sector set to persist following SpaceX’s blockbuster IPO, we anticipate another period of record investment activity and believe the portfolio is well placed to extend its recent momentum.”
Mark Boggett
CEO, Seraphim Space Manager LLP
Overview
The year to 30 June 2026 was characterised by a rapidly evolving geopolitical and macroeconomic environment. Geopolitical tensions, especially the continuation of the Ukraine-Russia war and the onset of the Iran war, increasing strategic competition between major global superpowers and a continued reassessment of global security priorities, drove governments to accelerate and further increase investment in defence, resilience and sovereign technological capabilities.
Consequently, we have seen global defence spending increase again, pushing various countries to all-time highs in 2026, including the US (approximately $1tn), the UK (£62bn) and Germany (€83bn). In lockstep, global SpaceTech investment reached its current all-time peak of $23bn over the 12 months to 30 June 2026.
Public markets showed a similar picture, with share prices up significantly over the 12 months to 30 June 2026, including the S&P Aerospace & Defense Select Industry Index (+34.8%) outperforming the S&P 500 (+21.2%). The major event in the public markets was SpaceX’s landmark IPO in Q2 2026. The company raised approximately $85.7bn at a $1.8tn market capitalisation, making it the largest IPO in history and one of the most valuable businesses of all time. The milestone reflects SpaceX’s evolution from a launch provider into a diversified infrastructure platform spanning launch, communications, national security, space transportation and AI.
These developments have further benefitted SSIT and its portfolio companies. In May 2026, SSIT successfully completed its own fundraise, adding £136.5m in fresh capital to its balance sheet through a C share issue, backed by both institutional and retail investors. On the portfolio side, the Series F fundraise of ICEYE and the IPO of HawkEye 360 stand out. ICEYE raised €450m in primary capital at a valuation exceeding €10bn, making it both one of the highest valued privately held European venture-backed start-ups ever and one of the highest valued privately held space and defence start-ups globally. HawkEye 360 successfully listed on the NYSE in May 2026, raising over $400m in the process, while achieving a market capitalisation of roughly $2.4bn.
As a reaction to the favourable environment and with the benefit of increased liquidity, our investment strategy changed towards the end of the Period. While previously the focus had been on protecting and growing existing portfolio value, thanks to the C share issue, liquidity from exits (including the sale of ALL.SPACE post the Period end) and further potential liquidity in a newly listed holding (HawkEye 360) if required, we moved to pursuing new investments following the completion of the C share issue in May 2026. Our investment strategy now centres around doubling down on SSIT’s best performing portfolio companies, where possible, and selectively adding the next generation of rising stars to the portfolio. Given the limited amount of time post the fund raise, no investments from the C share proceeds had been made by the Period end; however, deployment started in earnest in July 2026. As at 13 October 2026, £72.5 of the C share proceeds had been deployed. In addition, we continue to carefully monitor and, when appropriate, take advantage of divestment opportunities.
We are pleased to report that 15 of the companies in SSIT’s portfolio at the start of the Period successfully secured additional funding during the Period, raising over $4.8bn in total. Notably, the vast majority of these rounds were led by new investors joining existing syndicates and all rounds were either priced up or flat or were unpriced. Capital raised by SSIT’s private portfolio companies increased to over $1.4bn (30 June 2025: over $390m), reflecting the acceleration of the most mature companies.
More specifically, and a testament to the further maturing of the portfolio, the management teams of nine of SSIT’s portfolio companies, representing 90% of the fair value of the portfolio, have confirmed that their companies are fully funded based on their latest projections. In a similar vein, management teams representing a majority of the fair value of the portfolio expect their companies to reach EBITDA profitability by the end of 2026.
On the investment side, SSIT participated in a few select funding rounds across its portfolio, most notably in ALL.SPACE prior to the company’s sale to York Space, which completed post Period in July 2026. More importantly, and line with the revised investment strategy, SSIT has completed investments in existing portfolio companies Zeno, Pixxel, QuadSAT, Skylo and Xona Space Systems, and in new addition Hubble since the end of the Period.
On the divestment side, we sold SSIT’s holdings in both Arqit and Spire Global, taking advantage of a strong increase in their share prices at the time of sale.
Market overview
- SpaceTech continues to outperform the broader venture capital (‘VC’) market, driven by sustained demand for space-enabled defence, national security, communications and infrastructure capabilities. Unlike the wider VC market, where capital remains concentrated in a small number of AI leaders, SpaceTech investment is being distributed across a growing number of scaled companies and subsectors.
- The sector experienced its strongest funding environment to date. Total SpaceTech venture investment reached $23bn in the 12 months to 30 June 2026, up from $9.7bn in the prior year period, while Q2 CY26 alone delivered $7.5bn of investment, making it the second-largest quarter ever recorded.
- Deal activity also reached new highs. A record 620 deals were completed in the 12 months to 30 June 2026, up from 582 in the year prior. While overall deal volume remained robust, capital increasingly concentrated into larger growth-stage financings, with average round sizes continuing to increase as investors backed emerging category leaders.
- The market has entered a new stage of maturity. Whereas the CY20-21 funding cycle was dominated by a handful of companies such as SpaceX and OneWeb, today's capital is being deployed across a much broader set of businesses. Series D+ financings accounted for $7.2bn, or 47% of total investment, in the trailing 12 months to 30 June 2026.
- Confidence across both private and public markets remains strong, despite macroeconomic and geopolitical uncertainty. The landmark SpaceX IPO represented a major inflection point for the sector, helping establish SpaceTech as a mainstream institutional asset class and creating significant liquidity for founders, employees and early investors. While some publicly listed space companies experienced a short-term valuation uplift ahead of the IPO that subsequently moderated, investor appetite for high-quality space assets remains robust, as evidenced by record private funding levels.
Investment Activity
Year ended 30 June 2026
|
Acquisitions | ||||
|
Company |
Segment |
HQ |
Type |
Cost |
|
ALL.SPACE |
Downlink |
UK |
Follow-on |
3.6 |
|
QuadSAT |
Downlink |
Denmark |
Follow-on |
0.3 |
|
Taranis |
Analyse |
Israel |
Follow-on |
0.1 |
|
Total |
4.0 | |||
From August 2025 through February 2026, the Company invested a total of $4.9m (£3.6m) into ALL.SPACE bridge and Series D rounds alongside other existing investors. This additional funding extended the runway while the company completed its sale to York Space Systems.
In July 2025, the Company completed a DKK2.2m (£0.3m) follow-on investment into QuadSAT’s post-Series A round, led by a new investor, Join Capital, and supported by existing investors. The new capital will enable the company to scale up delivery to the defence sector in Europe.
Finally, the Company completed a $100k (£0.1m) follow-on investment in Taranis in August 2025, alongside existing investors. Taranis will use this funding to accelerate its commercial partnerships.
In the Period, the Company received £6.2m in proceeds from disposals.
Arqit was fully exited on the back of a share price rally in early October 2025, when the price reached levels not seen since February 2023. £3.3m proceeds were received for the holding at a sale price equivalent to 15% of the initial Sterling cost of the holding. A loss of £19.3m, which was already previously factored into the Company’s NAV, was realised on this disposal.
Spire Global was also fully exited in October 2025. £2.9m proceeds were received for the holding at a sale price equivalent to 29% of the initial Sterling cost of the holding. A loss of £7.0m, which was already previously factored into the Company’s NAV, was realised on this disposal.
Portfolio Performance
Year ended 30 June 2026
Holdings
|
Company |
30 June 2025 fair value1 £m |
30 June 2026 Additions/ (disposals) over Period £m |
30 June 2026 Fair value movement over Period £m |
30 June 2026 Fair value £m |
30 June 2026 % of NAV |
30 June 2026
Cost2 |
|
|
ICEYE |
105.1 |
- |
274.6 |
379.7 |
53.9% |
39.6 |
|
|
ALL.SPACE |
28.1 |
3.6 |
13.7 |
45.4 |
6.4% |
31.6 |
|
|
D-Orbit |
33.5 |
- |
7.6 |
41.1 |
5.8% |
11.6 |
|
|
HawkEye 360 |
20.6 |
- |
16.5 |
37.0 |
5.3% |
18.6 |
|
|
Xona Space Systems |
10.3 |
- |
17.9 |
28.2 |
4.0% |
7.0 |
|
|
LeoLabs |
12.0 |
- |
6.8 |
18.8 |
2.7% |
11.7 |
|
|
SatVu |
11.2 |
- |
(0.0) |
11.2 |
1.6% |
7.0 |
|
|
Tomorrow.io |
3.6 |
- |
5.1 |
8.8 |
1.2% |
4.2 |
|
|
Skylo |
4.4 |
- |
3.6 |
8.0 |
1.1% |
2.8 |
|
|
Pixxel |
3.3 |
- |
2.9 |
6.2 |
0.9% |
2.3 |
|
|
Other investments3 |
27.8 |
(32.2) |
25.6 |
21.1 |
3.0% |
31.9 |
|
|
Total investments |
259.8 |
(28.6) |
374.3 |
605.5 |
86.0% |
168.4 |
|
|
Cash |
21.5 |
152.9 |
21.7% |
||||
|
Performance fee liability4 |
- |
(54.0) |
(7.7)% |
||||
|
Other net current assets/(liabilities) |
(0.2) |
(0.0) |
(0.0)% |
||||
|
Net asset value |
281.1 |
704.4 |
100.0% |
1 30 June 2025 fair value includes assets disposed of during the year to 30 June 2026.
2 Includes the cost of new and follow-on investments made less the cost of holdings sold, where relevant, since 30 June 2026 of -£28.6m in aggregate.
3 Fair value movement includes the reversal of previously booked unrealised fair value movements for the assets disposed of in the Period, which is offset by the disposals and results in realised losses.
4 The calculation period for a performance fee is the 12 months to 30 June in each year. Timing of the payout of any performance fee is subject to various conditions, including sufficient cash being available and the aggregate of net realised gains, unrealised IPO gains, listed holding fair value change and investment income exceeding the amount to be paid out. In addition, 15% of any performance fee paid must be re-invested by the Investment Manager in SSIT shares.
Private portfolio
- The private portfolio, which comprises a significant majority of the Company’s investments representing 93.0% of fair value and 80.0% of NAV, performed exceptionally, with its fair value closing the Period at 385.8% vs. cost (381.7% excluding FX gains).
- In aggregate, the fair value of the private portfolio (excluding HawkEye 360 which went public during the Period) increased 145.0% over the Period.
- The private holdings continued to deliver on milestones and a number have seen substantial revenue growth leading to their management teams expecting them to become EBITDA profitable during CY26.
- Over the Period, there were significant increases in the fair values of ICEYE (fair value vs. cost: 959%), driven by large contracts signed in the Period and a recent funding round which closed post the Period end, as well as Xona Space Systems (fair value vs. cost: 405%), driven by a new round raised at a higher price than the previous round, and ALL.SPACE (fair value vs. cost: 144%), driven by the expected acquisition price (the sale completed shortly after the Period end).
- These gains more than offset small fair value reductions experienced by a few private portfolio companies that have experienced some underperformance.
- The proposed acquisition of ALL.SPACE by York Space was announced on 30 April 2026. At the Period end, the fair value of the ALL.SPACE investment was £45.4m, based on the transaction terms, York Space’s closing share price of $24.62 on 30 June 2026 and the resulting share class waterfall allocations. Based on York Space’s closing share price of $22.92 on 7 July 2026 (the date prior to the completion of the transaction) and the resulting share class waterfall allocations, the consideration was worth up to £40.8m, comprised of cash proceeds of £13.4m and 1,240,150 York Space shares (together worth £34.7m at completion) and up to £6.1m of additional cash consideration which is held in escrow and subject to post-completion adjustments that are not expected to be significant. Since completion, there has been a further fall in the York Space share price, reducing the value of the Company’s holding in York Space from £21.3m at completion to £6.1m at 13 October 2026.
Listed portfolio
- Following the disposals of Arqit and Spire Global and the IPO of HawkEye 360, there were four listed holdings at the Period end. Fair value vs. cost for the listed holdings was 188.5% at the end of the Period (204.7% excluding FX impact), significantly up from 25.8% at 30 June 2025 due to the disposals and inclusion of HawkEye 360.
- The listed portfolio (16.7% of the portfolio by number of holdings) represented just 6.0% of NAV and 7.0% of portfolio fair value at the end of the Period.
- Share price increases at AST SpaceMobile (NASDAQ: ASTS; fair value vs. cost: 609%) and Astroscale (TYO: 186A; fair value vs. cost: 77%) were partially offset by a share price decline at Voyager (NYSE: VOYG; fair value vs. cost: 111%) over the Period.
- HawkEye 360 went public on the New York Stock Exchange under the ticker HAWK on 7 May 2026. The IPO was priced at $26 per share, at the high end its marketed range of $24 - 26, offering approximately 16m shares and raising around $416m. The listing provided strong validation of its position as a critical provider of space‑based intelligence to the US Department of War and allied governments globally.
Portfolio fundraising activity
- In aggregate, over $4.8bn was raised by existing portfolio companies during the Period (2025: c.$2.1bn), including additional closes on rounds closed in the prior year, with over $1.4bn (2025: over $390m) raised by private portfolio companies and over $3.3bn (2025: over $1.7bn) by public portfolio companies.
-
Of the 13 funding rounds by the 11 existing private portfolio companies that raised new rounds in the Period:
- 77% were led by or had significant participation from external investors (2025: 60%), demonstrating the attractiveness of those companies to new investors;
- 62% raised up rounds (2025: 30%);
- 23% raised unpriced rounds (2025: 60%);
- 15% raised flat rounds (2025: 0%); and
- no company closed funding rounds at a reduced valuation relative to its previous round (2025: 10%).
Portfolio cash runway
- We are pleased with the cash position of the portfolio companies in aggregate and the success of the portfolio in accessing funding during the past year as described above.
- 96% of the portfolio by fair value has a robust cash runway, with just under 90% fully funded based on latest projections from the companies’ management teams and just under 7% funded for 12 months or more from 30 June 2026, including raises completed post the Period end (2025: 66% robust cash runway, 58% fully funded and 8% funded for 12 months or more).
- The management teams of nine companies (seven of which are top 10 holdings) are projecting that their companies are fully funded (2025: six, of which five were in the top 10 holdings).
- Nine companies representing 3% of the fair value of the portfolio have less than 12 months of cash runway (2025: nine companies, 31% of fair value). These companies are executing measures to extend their cash runways (from 30 June 2026), including reducing cash burn, increasing their focus on government business development and grants to increase revenues and reducing costs. The companies are actively fundraising, with several having closed new funding rounds post Period, and, where appropriate, sale processes are under consideration.
- We note that it is not atypical for VC-backed companies to have less than 12 months cash runway. Most companies typically raise on c.18-month cycles. To date, SSIT’s portfolio companies that have required additional financing to extend their cash runways have largely been able to raise the necessary funding.
- Excluding the fully funded companies, the remainder of the private portfolio has a fair value weighted average cash runway of 20 months from 30 June 2026 (2025: nine).
Valuation policy
Overview
In respect of private company valuations, fair value is established by using recognised valuation methodologies, in accordance with the International Private Equity and Venture Capital Valuation (‘IPEV’) Guidelines. The Company has a valuation policy for unquoted securities to provide an objective, consistent and transparent basis for estimating their fair value in accordance with IFRS as well as the IPEV Guidelines. The unquoted securities valuation policy and the associated valuation procedures are subject to review on a regular basis, and updated, as appropriate, in line with industry best practice.
In summary, the Company determines fair value in accordance with the IPEV Guidelines by focusing on updating the enterprise value (for mature businesses with predictable recurring revenue, by applying a comparable multiples approach or, for less mature businesses, either through there being a new priced funding round or through a valuation recalibration exercise or adjustment for milestones) and then applying the implied equity value (based on adjustments for new debt, etc) to the company’s capital structure (i.e. preference stack). In the event of commercial (or technical) underperformance of a portfolio company, a write down can then also be applied, typically in increments of 10% to 25%, although the reduction is assessed on a case-by-case basis and based on specific known or knowable facts, to reduce fair value.
Quarterly valuation process
All valuations are considered on a quarterly basis, either through updating the comparables for mature businesses or calibrating against the price of the last priced funding round for less mature businesses, to ensure this price remains reasonable, looking at private and public comparatives, company performance and/or whether the company has achieved or missed any expected key milestones. The latter valuation methodology is described as ‘calibrated price of recent investment’. Should the calibration indicate that the price of the last priced funding round was no longer reasonable, a discount or premium would be applied to the price, typically in 10% to 25% increments, although the change is assessed on a case-by-case basis and based on specific known or knowable facts, to reduce or increase fair value.
Recalibration event
In addition, for the material portfolio companies that are not yet mature and (a) whose last priced funding rounds took place more than 12 months earlier or (b) which had experienced a significant milestone event or material under or overperformance during the relevant quarter (each a ’recalibration event’), the Company undertakes a recalibration across a greater number of datapoints. This process entails assessing the enterprise value following the last priced funding round against a composite of four elements: observable market data for the company (where possible), recent relevant private investment transactions, public market valuations of comparable companies and the company’s internal metrics and performance. This exercise is conducted when a recalibration event occurs and every quarter thereafter until a new priced funding round is completed. In situations where a recalibration is performed, the valuation methodology is described as ‘recalibrated enterprise value’.
Portfolio fair value
Portfolio valuation methodologies
All but four portfolio companies representing 77.3% of the portfolio by fair value are valued using either available market price, expected acquisition price, a calibrated price of recent investment less than six months old or an enterprise value (‘EV’) that has been recalibrated in the last six months using the extended process associated with a recalibration event as explained under the ‘Valuation policy’ section.
Quarterly valuation changes in the three months ended 30 June 2026
- During the quarter ended 30 June 2026, the portfolio fair value increased by £172.2m, increasing fair value to 359.6% vs. cost (361.5% excluding FX losses).
- £3.1m in unrealised FX losses were offset by an unrealised fair value increase of £175.0m.
- Fair value increases during the quarter at ICEYE, LeoLabs, Pixxel and Skylo offset FX losses and fair value adjustments at ALL.SPACE and HawkEye 360.
Performance of the Company
Year ended 30 June 2026
Portfolio Attribution
- £4.0m of follow-ons was offset by £6.2m in proceeds from disposals in the Period.
- Increase in unrealised fair value of £371.9m, which includes reversal of previously booked unrealised fair value losses on the Arqit and Spire Global holdings, and £2.4m of unrealised FX gains more than offset £26.3m of realised fair value losses during the Period from the Arqit and Spire Global disposals.
- £605.5m fair value of portfolio at the end of the Period.
- 22,770bps increase in closing portfolio fair value vs. portfolio cost, including FX movements and after disposals.
NAV
- NAV increased 150.6% over the Period to £704.4m (30 June 2025: £281.1m).
- The portfolio fair value (including FX movements) increased by £374.3m over the Period (2025: £14.1m).
- The C share issue drove an increase in liquid resources to £152.9m (21.7% of NAV) at 30 June 2026 (30 June 2025: £21.5m, 7.7% of NAV).
- A performance fee liability has been calculated at £54.0m based on the NAV as at 30 June 2026 (30 June 2025: no liability, provision or accrual). Timing of the payout of the performance fee is subject to various conditions which have not yet been met, including sufficient cash being available and the aggregate of net realised gains, unrealised IPO gains, listed holding fair value change and investment income exceeding the amount to payout. The Board does not regard cash attributable to the C shares as being available to pay the performance fee.
- NAV for the ordinary shares increased 102.9%, from £281.1m to £570.4m, with NAV per ordinary share also increasing 102.9%, from 118.52p to 240.49p at the Period end, driven by the portfolio fair value increase. As at 30 June 2026, NAV for the C shares was £133.9m, with NAV per C share of 98.11p, driven by the funds raised less issue costs and other expenses in the period from the raise to the end of the Period.
The Company is targeting an annualised NAV total return per ordinary share of at least 20% over the long term. Over the period from IPO to 30 June 2026, the annualised NAV total return per ordinary share was 19.1%.
The Company has no formal benchmark index but has tracked its NAV per share and share price movements against the following indices for reference.
- MSCI World Aerospace and Defense Index (£) – a significant proportion of portfolio companies’ revenues are derived from the broader aerospace and defence industry and/or have governments as significant customers.
- MSCI World Climate Change Index (£) – a significant proportion of portfolio companies’ revenues are derived from climate change products and services.
- FTSE All-Share Index (£) – the Company is listed on the London Stock Exchange.
- NASDAQ (£) – the Company invests in SpaceTech, a subset of the broader technology market, and two of its holdings are listed on NASDAQ.
- Dow Jones Global Technology Index (£) – the Company invests globally in SpaceTech, a subset of the broader technology market.
- S&P Kensho Space Index (£) – the Company invests globally in SpaceTech, a subset of the broader space sector.
- Goldman Sachs Future Tech Leaders Equity ETF (£) – the Company invests globally in SpaceTech, a subset of the broader technology market.
The Company’s ordinary share price has been more volatile than its NAV per ordinary share. During the Period, space, technology and defence indices largely showed positive upward trajectories, with the SSIT ordinary share price and NAV per ordinary share outperforming all indices. Following the C share issue, the C share price has shown a decline.
Longer term performance – ordinary shares
The tables below show how an investment in the Company’s ordinary shares have performed since IPO compared to their underlying net asset value. No equivalent information is presented for the C shares as they are intended to be short term and will convert into ordinary shares in the coming quarters.
Cumulative performance
|
Period to 30-Jun-26 |
3 months |
6 months |
1 year |
3 years |
Since launch |
|||||
|
NAV per share |
35.4% |
69.0% |
102.9% |
158.9% |
145.0% |
|||||
|
Share price |
25.2% |
56.5% |
119.4% |
595.6% |
87.8% |
Outlook
While ongoing volatility in listed space stocks remains a cautionary indicator, we remain optimistic about the portfolio’s overall trajectory and expect the supportive geopolitical and macroeconomic environment to persist. Most of the Company’s key holdings are well capitalised, growing rapidly and starting to become profitable, providing a strong foundation for further performance in the year ahead.
We also anticipate continued momentum in portfolio fundraising, including further large-scale rounds at higher valuations. This should provide additional validation of the commercial progress and growing maturity of the portfolio’s leading companies.
With the Company holding more available liquidity, across cash and listed equities, than at any point in its history, we expect a significant increase in investment activity in the year ahead. Our focus will be on increasing exposure to the portfolio companies with the greatest potential, while adding a new cohort of emerging category leaders as we seek to capitalise on the continued structural transformation and rapid expansion of the SpaceTech market. We continue to be mindful of the concentration risk, and expect the deployment and continued progress of multiple portfolio companies to mitigate this risk in the future.
Mark Boggett
CEO
Seraphim Space Manager LLP
Investment Manager
14 October 2026
Portfolio
At 30 June 2026
Top 10 Investments
|
ICEYE |
ALL.SPACE |
D-Orbit |
HawkEye 360 |
Xona Space Systems | |
|
Web |
www.iceye.com |
www.all.space |
www.dorbit.space |
www.he360.com |
www.xonaspace.com |
|
HQ |
Finland |
UK |
Italy |
US |
US |
|
Taxonomy |
Platform / Earth Observation |
Downlink / Ground Terminals |
Launch / In-orbit Services |
Platform / Earth Observation |
Platform / Navigation |
|
Status |
Private / Unicorn |
Private / Minicorn |
Private / Unicorn |
Public / Listed |
Private / Soonicorn |
|
Stake category |
0-5% |
>15-25% |
>5-10% |
0-5% |
0-5% |
|
Fair value vs. cost |
959% |
144% |
353% |
199% |
405% |
|
Valuation method |
Discount to price of recent investment (post-period) |
Expected acquisition price |
Calibrated price of recent investment (>6 months) |
Available market price |
Calibrated price of recent investment (3-6 months) |
|
Description |
ICEYE operates the world’s first and largest constellation of miniaturised satellites that use radar to image the earth both during day and night, even through cloud. ICEYE’s radar technology has the ability to monitor change in near real-time. |
ALL.SPACE is aiming to create a mesh network of satellite connectivity by developing an antenna capable of connecting to any satellite in any constellation in any orbit. |
D-Orbit is the market leader in the space logistics and orbital transportation services industry. |
HawkEye 360 operates the world’s largest satellite constellation collecting radio frequency signals to identify and geolocate previously invisible activities. |
Xona Space Systems is developing a next-generation GPS satellite constellation for more secure and precise position and timing. |
|
Total estimated long-term addressable market |
$10bn+ |
$10bn+ |
$1-5bn |
$10bn+ |
$10bn+ |
|
Key sectors addressed. |
insurance,defence,climate |
communications,defence,transport |
space logistics,datacentres |
maritime,defence |
transport,defence,logistics |
|
Principal UN SDG alignment: |
13, 11, 16 |
9, 8, 10 |
8, 9, 11 |
9, 16, 8 |
8, 9, 11 |
|
LeoLabs |
SatVu |
Tomorrow.io |
Skylo |
Pixxel | |
|
Web |
www.leolabs.space |
www.satellitevu.com |
www.tomorrow.io |
www.skylo.tech/ |
www.pixxel.space/ |
|
HQ |
US |
UK |
US |
US |
US |
|
Taxonomy |
Product / Data Platforms |
Platform / Earth Observation |
Platform / Data Platforms |
Downlink / Satcoms |
Platform / Earth Observation |
|
Status |
Private / Minicorn |
Private / Minicorn |
Private / Unicorn |
Private / Minicorn |
Private / Minicorn |
|
Stake category |
0-5% |
>10-15% |
0-5% |
0-5% |
0-5% |
|
Fair value vs. cost |
161% |
160% |
207% |
282% |
267% |
|
Valuation method |
Recalibrated enterprise value |
Calibrated price of recent investment (3-6 months) |
Calibrated price of recent investment (3-6 months) |
Recalibrated enterprise value |
Discount to price of recent investment (post-period) |
|
Description |
LeoLabs is providing a mapping service for space by deploying a network of ground-based antennas capable of detecting objects as small as 2cm as far as 1,000km away. |
SatVu is aiming to monitor the heat signatures of any building on the planet in near real time to determine valuable insights into economic activity, energy efficiency and carbon footprint. |
Tomorrow.io is powering actionable weather insights around the world. The company’s mission is to help countries, businesses and individuals better manage their weather-related challenges with the best information and insights. |
Skylo provides seamless satellite connectivity to mobile phones and Internet-of-Things endpoints. Consumers can access emergency services, send messages, use messaging apps and more from any place on earth. Skylo has partnerships with some of the largest technology and mobile network operators globally including Google, Verizon and Deutsche Telekom. |
Pixxel is building a constellation of hyperspectral satellites capable of slicing over 400 spectral bands with a high spatial resolution that will image the same place on earth every day. Pixxel’s hyperspectral imagery has the ability to see things in 50x more spectral detail, in bands invisible to the human eye. |
|
Total estimated long-term addressable market |
$1-5bn |
$1-5bn |
$30bn+ |
$10bn+ |
$5-10bn |
|
Key sectors addressed |
space,insurance,defence |
energy,property,climate,defence |
logistics,aviation,maritime,defence |
communications,consumer tech,IoT |
agriculture,oil & gas,mining,climate,defence |
|
Principal UN SDG alignment: |
9, 16, 17 |
7, 11, 13 |
9,14,15 |
9 |
2,12,13 |
Responsible Investment
‘The Investment Manager continues to see positive sustainability impacts driven by the SpaceTech industry and a number of the portfolio companies.’
Sarah Shackleton
COO, Seraphim Space
The Company is focused on being a responsible investor and taking into consideration environmental, social and governance (‘ESG’) factors.
The Investment Manager is a signatory to the Principles of Responsible Investment, the UN-supported network of investors dedicated to promoting sustainable investment through incorporating ESG factors into their investment and ownership decisions (the ‘UN PRI’).
Responsible Investment Policy
The Investment Manager’s Responsible Investment Policy, which has been adopted by the Company, can be found at https://seraphim.vc/esg/. The Investment Manager reviews its Responsible Investment Policy annually to ensure it continues to be in line with industry practice.
The Directors and Investment Manager believe that ensuring robust assessment of ESG-related risks and opportunities as part of the investment analysis and decision-making processes leads to investment in more robust businesses, ultimately creating long-term, sustainable value.
Potential Sustainability Impact
The Investment Manager believes that the portfolio companies’ contribution to the United Nations Sustainable Development Goals (the ‘SDGs’) and their underlying targets is a key factor in the delivery of sustainability impact by the portfolio and, as such, consideration of the SDGs is an integral part of Seraphim Space’s decision-making process. Each portfolio company contributes to at least one SDG, and every SDG is addressed by at least one portfolio company. SDG 9 (innovation/infrastructure) is, unsurprisingly, the most common SDG, with 21 portfolio companies contributing to it.
Seraphim Space is represented on the Advisory Board of the Space Sustainability Principles by the Earth & Space Sustainability Initiative[1].
Ownership and ESG reporting
Seraphim Space works with the shareholders, boards and management teams of portfolio companies to help them achieve sustainability impacts and mitigate ESG risks. During the Period, it helped portfolio companies predominantly with improving board and senior management diversity.
In situations where a portfolio company fails to address adequately any significant risks identified at investment, Seraphim Space will take this into consideration when assessing follow-on investment opportunities into the company.
Objective Reporting Metrics for ESG Factors
|
Percentage of desired measures1 in place across the portfolio2 to manage ESG risk 87% (30 June 2025: 77%) |
Proportion of the active3 portfolio with a founder who identifies as female or from an ethnic minority 26% (30 June 2025: 24%) |
|
|
Proportion of active portfolio senior management identifying as female or from an ethnic minority within the portfolio2 14% (30 June 2025: 15%) |
Proportion of Seraphim Space staff identifying as female/from an ethnic minority 44% / 17% (30 June 2025: 44% / 19%) |
|
|
Average portfolio company headcount growth2 (30 June 2025: 12%) |
Percentage of portfolio company energy consumption that is renewable2 67% (30 June 2025: 49%) |
|
1 Desired measures as explained under ‘ESG Governance and Risk Management’ below. Source: Portfolio company data.
2 Fair value weighted average (as defined in the Glossary) of the holdings providing information (which represented 92% of the fair value as at 30 June 2026 and 93% of the fair value as at 30 June 2025). Source: Portfolio company data.
3 Active portfolio excludes the holding in Seraphim Space Ventures II LP.
92% of the portfolio by fair value as at 30 June 2026 (2025: 93%) provided the above data, with the remaining 8% (2025: 7%) comprised of Seraphim Space Ventures II LP, listed portfolio companies or private companies where SSIT had no information rights.
ESG Governance and Risk Management
The Investment Manager allocates points (up to a maximum of 15) to private portfolio companies based on the number of measures that it would like to see and which they have in place to manage ESG risk, including frequency of discussion of such topics by the board and the policies and processes to assess and mitigate such risks. On a fair value weighted average basis, 87% of the desired measures were in place across the portfolio as at 30 June 2026 (higher than 77% at the prior year end), as companies continue to engage on ESG and risk matters, driven by shareholder influence and general market adoption.
Diversity
A growing body of evidence suggests that diverse teams outperform less diverse teams. A McKinsey study from December 2023 found that companies in the top quartile for gender or ethnic diversity are 39% more likely to achieve financial outperformance compared to those in the bottom quartile[2]. Forbes outlines the outperformance of diverse teams, explaining that companies with at least one female or ethnically diverse founder generate over 60% in business value[3]. The SSIT active portfolio (excluding Seraphim Space Ventures II LP) includes six companies (26%) with a diverse founder (i.e. one that identifies as female or from an ethnic minority) (2025: six, 24%).
Compared to the diversity information outlined in the UK Private Capital (previously BVCA) Diversity
in Limited Partner Investment Teams 2026 Report and the BVCA and Level 20 Diversity in UK Private Equity and Venture Capital 2025 Report, as at 30 June 2026, Seraphim Space generally outperformed the market in overall female representation, but lagged in terms of ethnic minority representation.
Job creation
As portfolio companies continue to access funding and continue to deliver against milestones, they also drive job creation. On a fair value weighted average basis, headcount grew 49% in the 12 months to 30 June 2026 (compared to 12% in the prior year).
Carbon emissions/energy reduction
In 2026, Seraphim Space conducted its third carbon footprint assessment, validated by One Carbon World Ltd. This assessment encompassed all activities under Seraphim Space’s operational control, including Scopes 1, 2 and partial Scope 3, as outlined in The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition) (the ‘Protocol’).
The Protocol aligns with international standards ISO 14064 and PAS 2060. During the measurement period from 1 April 2025 to 31 March 2026, Seraphim Space’s greenhouse gas emissions were recorded at 185.96 tCO2e (2025: 258.03 tCO2e). To achieve carbon neutrality for this period, the Investment Manager balanced all emissions by retiring 186 tCO2e through N2O abatement in industrial chemical processes in India. The carbon neutrality of the Investment Manager’s activities has been achieved in accordance with the One Carbon World Carbon Neutral International Standard.
Given the fact that the private portfolio companies are relatively early in their life, a number are not yet measuring energy consumption, and Scope 1/2 and 3 carbon emissions are only measured by two and two private portfolio companies respectively (lower than the prior year when five and four companies were measuring these, respectively). On a fair value weighted average basis, 67% of energy consumption is renewable (up from 49% in the prior year).
Business ReviewBusiness Model
Seraphim Space Investment Trust PLC is the world's first and only listed SpaceTech fund providing public access to private SpaceTech businesses.
The Company carries on business as an investment trust, which is a form of a collective investment vehicle constituted as a closed-ended public limited company. The Company's shares are traded on the London Stock Exchange's main market.
The Company has no employees. It is managed by the Board, currently comprising four independent non-executive Directors who are responsible for the overall stewardship and governance of the Company. The management of the Company's investments in accordance with its investment objective and policy is delegated to the Investment Manager and the Company's other day-to-day functions, including administrative, financial and share registration services, are carried out by duly appointed service providers. The Board oversees the activities and performance of the Investment Manager and other key service providers.
Investment Strategy
The Company provides investors with exposure to nascent SpaceTech companies, being businesses which rely on space-based connectivity or precision, navigation and timing signals, or whose technology or services are already addressing, originally derived from or of potential benefit to the space sector. These businesses comprise companies providing the SpaceTech infrastructure for collecting and communicating data, principally via satellites, as well as companies with the technology that facilitates the exploitation of this data for terrestrial applications in areas such as climate, communications, mobility and security (including cyber security).
Investment ObjectiveThe Company's objective is to generate capital growth over the long term through investment in a diversified, international portfolio of predominantly early and growth stage unquoted SpaceTech businesses with the potential to dominate globally.
Investment PolicyThe Company seeks exposure to early and growth stage privately financed SpaceTech businesses, acquiring primarily minority holdings. The Company intends to realise long-term value through exiting its investments over time.
The Company invests internationally with a view to maintaining a diversified portfolio primarily located in the US, UK and continental Europe. The Company's portfolio is expected to comprise 20 to 50 holdings. The Company will at all times invest and manage the portfolio in a manner consistent with spreading investment risk.
Investments are mainly in the form of equity and equity-related instruments although the Company may invest in a range of financial instruments including, without limit, securities, derivatives, warrants, options, futures, convertible bonds, convertible loan notes, convertible loan stocks or convertible preferred equity. The Company may also on occasion invest in other debt-based investments not referred to above, including, without limit, loan stock, payment-in kind instruments and shareholder loans. In addition to participating in new issues, the Company may also undertake secondary transactions that involve the acquisition of existing stakes.
The Company may invest in companies, as well as other forms of legal entity, including partnerships and limited liability partnerships. The Company may acquire investments directly or by way of holdings in special purpose vehicles, intermediate holding entities or other structures. The Company will not invest in other listed closed-ended investment funds.
Investment restrictions
Each of the restrictions referred to below is calculated at the time of investment. The Company will not be required to dispose of any investment or to rebalance the portfolio as a result of a change in the respective valuations of its assets.
The Company will invest and manage its assets with the objective of spreading risk through the following investment restrictions:
- other than the ability for the aggregate value of the Company's holding in one single portfolio company or other entity to represent up to 20% of gross asset value, the aggregate value of the Company's holding in any other single portfolio company or other entity will represent no more than 15% of gross asset value; and
- the Company's aggregate investment in publicly quoted companies will represent no more than 30% of gross asset value.
The Company will generally only invest in publicly quoted companies that constituted part of the portfolio which the Company agreed to acquire as part of its IPO arrangements (the ‘IPO Portfolio’) or in circumstances where it has already made an initial investment prior to the portfolio company's initial public offering. However, the Company may invest up to 5% of gross asset value in aggregate in publicly quoted companies that do not constitute part of the IPO Portfolio or in which it has not already made an initial investment prior to an initial public offering. For the avoidance of doubt, any process by which an unlisted investment of the Company becomes listed shall be deemed not to be a new investment by the Company.
Hedging and derivatives
Save for investments made using equity-related instruments as described above, the Company will not employ derivatives of any kind for investment purposes other than to potentially hedge downside risk on a quoted portfolio company for specific reasons, such as where the Company is subject to lock-up provisions. Derivatives may be used for currency hedging purposes (note: no derivatives have been used to date).
Borrowings
Although the Company does not intend to use structural gearing with a view to enhancing returns on investments, the Company may, from time to time, use borrowings for the purpose of bridging investments, managing its working capital requirements and efficient portfolio management purposes. Borrowings will not exceed 10% of NAV, calculated at the time of drawdown of the relevant borrowings.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market-type funds and tradeable debt securities ('Cash and Cash Equivalents'). There is no restriction on the amount of Cash or Cash Equivalents that the Company may hold.
Cash and Cash Equivalents will be held with approved counterparties and in line with prudent cash management guidelines agreed between the Board and the Investment Manager.
The Company will hold sufficient Cash or Cash Equivalents for the purpose of making follow-on investments in accordance with the Company's investment policy and to manage the working capital requirements of the Company.
Target Returns and Dividend Policy
The Directors intend to manage the Company's affairs to achieve shareholder returns through capital growth rather than income.
The Company has no formal benchmark. However, at the time of its IPO, set a target annualised NAV total return on the Company’s portfolio of at least 20% over the long term. Since the end of the Period, the Board has reviewed the target return and decided that, going forward, it should be based on the annualised NAV total return per ordinary share over the long-term, with the annualised target of 20% being retained, to provide greater transparency for shareholders. Over the period from IPO to 30 June 2026, the annualised NAV total return per ordinary share was 19.1% (the gross portfolio IRR was 27.9%).
This is a target only and reflects the Investment Manager's expectations of the potential returns that can be generated by investing in a portfolio of early and growth stage private SpaceTech companies which have the potential to generate substantial returns for their shareholders over the long term whilst recognising that not all portfolio companies will achieve their potential and that some may fail in their entirety. This should not be taken as an indication of the Company's expected future performance, return or results over any period and does not constitute a profit forecast. The actual return generated by the Company over any period will depend on a wide range of factors, including, but not limited to, the terms of the investments made, the performance of its portfolio companies, general macroeconomic conditions and fluctuations in currency exchange rates.
As the Company's priority is to produce capital growth over the long term, it has no dividend target and will not seek to provide shareholders with a particular level of distribution. However, the Company intends to comply with the requirements for maintaining investment trust status for the purpose of section 1158 of the Corporation Tax Act 2010 regarding distributable income. Therefore, in accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, the Company will not (except to the extent permitted by those regulations) retain more than 15% of its income (as calculated for UK tax purposes) in respect of each accounting period and any excess will be distributed in the form of a final dividend.
Share Rating Management
The Board recognises the need to address any sustained and significant imbalance of buyers and sellers which might otherwise lead to the shares trading at a material discount or premium to their NAV.
The Board has not adopted any formal discount or premium targets which would dictate the point at which the Company would seek to buy back or issue ordinary shares. However, the Board is committed to utilising its share buy-back and issuance authorities where appropriate in such a way as to mitigate the effects of any such imbalance. In considering whether buy-back or issuance might be appropriate in any particular set of circumstances, the Board will take into account, amongst other things, prevailing market conditions, (in the case of buy-backs) the level of the Company's discount relative to those of other listed investment companies investing mainly in private companies, the cash resources readily available to the Company, the anticipated shorter-term funding requirements of existing portfolio companies, the Company's immediate pipeline of investment opportunities, the level of the Company's borrowings (if any), the Company's working capital requirements and the degree of NAV accretion that will result from the buy-back or issuance, and, in the case of buy-backs, whether higher returns could be made from investing capital than buying back ordinary shares.
The Board will keep shareholders informed, on a regular and ongoing basis, of the approach which it has adopted to share rating management, principally through commentary in the Company's Annual and Interim Reports.
Key Performance Indicators
The Board uses a number of performance measures to assess the Company's success in meeting its strategic objectives. The key performance indicators ('KPIs') (also referred to as alternative performance measures), which have not changed since the Company's IPO, are:
- the movement in NAV per ordinary share (as the Company does not pay dividends, this is the same as the NAV total return per ordinary share);
- the movement in the ordinary share price (as the Company does not pay dividends, this is the same as the total ordinary shareholder return);
- the premium/discount of the ordinary share price to the NAV per ordinary share;
- ongoing charges; and
- the portfolio fair value vs. cost.
The first four KPIs are established industry measures.
During the first five years of the Company's life, whilst the portfolio was being built and most investee companies were at an early stage in their development, we believed that the fifth KPI listed above was the most appropriate measure of portfolio performance. As the portfolio has shown significant progress and a number of portfolio companies have matured, the Board plans to add an additional KPI for the year to 30 June 2027 to show progress against the target annualised NAV total return per ordinary share of at least 20% over the long term.
Due to the unique nature of the Company's investment strategy, there are no direct listed competitors or directly comparable indices. Consequently, we do not consider that there is a relevant external comparison against which to assess the KPIs and, as such, performance against the KPIs is considered on an absolute basis.
An explanation of the KPIs can be found in the Alternative Performance Measures section. The KPIs for the year ended 30 June 2026 (and the prior year) are shown above. Additional comments on the performance of the Company during the year are provided in the Chair's Statement and Investment Manager's Report respectively.
Environmental, Social and Governance Matters
Socially responsible investment
The Board has endorsed the Investment Manager's Responsible Investment Policy, which seeks to ensure that the Investment Manager's management of SSIT's investments takes account of environmental, social, governance and ethical factors, where appropriate. However, the Company does not have explicit sustainability investment objectives or policies and does not, and will not seek to, apply a sustainability label under the FCA's UK Sustainability Disclosure Requirements and investment labels regime.
The Investment Manager actively engages with portfolio companies on ESG factors and often has a participation role at board level with such companies, helping to guide their governance policies. Details of the Investment Manager's Responsible Investment Policy are included below.
Environment
As an investment company with all its activities outsourced to third parties, the Company does not have any physical assets, property, employees or operations of its own and, therefore, the Company's own direct environmental impact is minimal. The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Reporting) Regulations 2018. For the same reasons, the Company considers itself to be a low energy user (i.e. it used less than 40,000kWh of energy in the reporting period) for the purpose of Streamlined Energy and Carbon Reporting and, therefore, is not required to disclose energy and carbon information.
As an investment company, the Company is exempt from the FCA's UK Listing Rules requirement to report against the Taskforce for Climate-related Financial Disclosures framework.
A key focus of the Investment Manager's Responsible Investment Policy, and its engagement with portfolio companies, is on the management of environmental risks, particularly those associated with climate change, and the ability to develop products and services that help address climate change impacts.
Employees, human rights and community issues
The Board recognises the requirement under section 414C of the Companies Act 2006 to provide information about employees, human rights and community issues, including information in respect of any of its policies in relation to these matters and their effectiveness. This requirement does not apply to SSIT as it has no employees, all of the Directors are non‑executive and it has outsourced all of its functions to third-party service providers. Consequently, SSIT has not reported further in respect of this requirement.
Modern slavery
The Company does not provide goods or services in the normal course of business and, as an investment company, does not have customers. Consequently, the Directors do not consider that the Company is required to make a statement under the Modern Slavery Act 2015 in relation to slavery or human trafficking.
Diversity
The Board and Investment Manager strongly believe that having diversity in professional skills, experience, identity and cognitive thought has significant benefits when making decisions.
The Board's diversity policy is set out in the Corporate Governance Report. The Board currently comprises four independent Directors appointed on merit-based qualifications. The professional skills and experience which the current members of the Board bring to the Company’s leadership are described below. Currently, the Board has 75% female representation (greater than the FCA's target for listed companies of 40%) and the Senior Independent Director (Sue Inglis) is also female (in line with the FCA's target for listed companies of one senior position being held by a woman). The Board does not currently have at least one member from a minority ethnic background (contrary to the FCA's target for listed companies). As explained in its Report, the Remuneration and Nomination Committee intends to recruit an additional Director during the current financial year. Ethnic representation will be an important consideration in the recruitment but, in accordance with the Company's diversity policy, the appointment will be made on merit with the objective of enhancing the overall capability and skill set of the Board.
The Investment Manager (together with its affiliates) has a diverse employee base (currently, 44% female and 17% from ethnic minority backgrounds) and continues to dedicate recruiting resources to increasing its diversity across all positions and levels.
Integrity and business ethics
We have a zero-tolerance policy in relation to business ethics and tax evasion. As the Company's operations are delegated to third-party service providers, as part of the annual evaluation of the Investment Manager, Administrator and other key service providers, we seek confirmation that our key service providers have adopted adequate anti-bribery and anti-corruption policies and also have processes in place to maintain information security and client confidentiality. The key service providers are also asked to confirm they have the required Market Abuse Regulation processes and insider list arrangements in place.
Risk and Risk Management
Risk appetite
The Board is ultimately responsible for defining the level and type of risk that the Company considers appropriate, ensuring it remains in line with the Company's investment objective and investment policy which set out the key components of its risk appetite. The Company's risk appetite is considered in light of the principal and emerging risks that the Company faces.
Risk management
The Board, through the Audit Committee, has established, in conjunction with the Investment Manager and Administrator, an ongoing process that is designed to identify, manage and mitigate on a timely basis both the principal and emerging risks inherent to the Company's business and activities.
The risk management process includes undertaking, at least half-yearly, a robust assessment of the principal and emerging investment, financial, regulatory and operational risks facing the Company. Particular attention is given to those risks that might threaten the long-term viability of the Company and identified key risks are recorded in the Company's risk matrix, which, in the case of each risk, assesses the likelihood of it occurring and its potential impact, the controls in place to mitigate it, the effectiveness of those controls and the residual likelihood of it occurring and the residual potential impact.
Further information on the Company's risk management and internal controls can be found in the Corporate Governance Report.
Principal risks and uncertainties
Based on the Company's risk matrix, the principal risks and uncertainties faced by the Company are those listed in the table below, which also summarises the potential impact of those risks and the controls in place to mitigate them. During the year the Board reviewed and concluded that the risks faced by the Company are consistent with those faced in the previous year, with the exception of Concentration Risk, which has increased following the additional investment in ICEYE during the year.
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Risk |
Potential impacts |
Mitigation/controls |
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1. Portfolio company performance Risk that portfolio companies, being predominantly early and growth stage private companies which may lack breadth and depth of management team and capital and have a higher risk profile than larger, more established companies, are unable to commercialise their technology, products, business concepts or services and/or otherwise fail to achieve their business objectives, due to, for example, the risk of space launch delays |
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2. Portfolio concentration Risk that the performance and valuations of one large investment or a few companies leads to concentration risk in the portfolio |
Performance of the Company is linked to a small number of portfolio companies |
• The Company cannot invest more than 20% of NAV into any one portfolio company at the time of investment. Where the increase in the fair value of a portfolio company increases the Company’s holding to over 20% of NAV, there is no need for the Company to reduce its holding. However, such scenarios are discussed at the quarterly meetings at which provisional portfolio valuations are discussed by the Directors and Investment Manager ('Valuation Meetings') to understand the risks posed by the portfolio concentration • There is a growing secondary market in the SpaceTech sector, which the Investment Manager can consider if it feels that the concentration of any portfolio company poses a significant risk to the Company • Portfolio companies posing portfolio concentration risk are likely to be the larger and more mature companies in SSIT's portfolio and are more likely to be planning for future IPOs and, in the meantime, secondary market activity in their shares is likely to be more active |
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3. Liquidity Risk that SSIT has insufficient liquid resources to participate in subsequent funding rounds by portfolio companies or make new investments |
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4. Valuation Risk that estimates, assumptions and judgements used in valuing SSIT's investments in private companies lead to a material misstatement of the valuations and, consequently, of SSIT's NAV |
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5. Realisation Risk that, as SSIT's private company investments are illiquid and its investments may have restrictions on sale or transfer of shares, SSIT may be unable to realise investments at short notice or at all and/or the price achieved on any realisation may be at a material discount to the prevailing valuation |
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6. Macroeconomic Risk that the performance and business continuity of portfolio companies may be materially adversely affected by geopolitical risks, including conflict, a pandemic/epidemic, climate change and/or other macroeconomic conditions, including, interest rate rises and inflation |
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7. Foreign exchange Risk that FX movements materially adversely affect the value of investments made in currencies other than Sterling |
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8. Investment return Risk that SSIT fails to achieve its investment objective and provide a satisfactory investment return |
• Reduced demand for SSIT's shares • Reduced liquidity in SSIT's share trading • Increase in share price discount |
• The returns on SSIT's private company investments are the principal drivers of the overall investment return; as set out in other risks, in particular, 'Portfolio company performance', 'Liquidity' and 'Realisation' above, there are robust controls in place to mitigate the principal risks associated with such investments • The Board conducts a rigorous strategy review annually |
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9. Discount Risk that SSIT's shares trade at a material discount to NAV as a result of an imbalance between buyers and sellers which may occur for a wide variety of reasons |
• Reduced liquidity in SSIT's share trading • Reduced shareholder return • Discount may attract short-term investors, including activist investors, with return aspirations materially different to SSIT's investors supportive of its long-term strategy • SSIT's access to additional capital constrained |
• The Board, the Investment Manager and SSIT's corporate brokers monitor the SSIT share price discount (and premium) on an ongoing basis and movements in the share register on a regular basis, taking into account broader market conditions • Any discount to NAV is kept under regular review, with mitigating actions considered where appropriate • Proactive investor communication and engagement by the Board, the Investment Manager and SSIT’s corporate brokers to enhance investors’ understanding of SSIT, its strategy, associated risks and potential returns • Shareholders are encouraged to engage freely with the Board on matters that are of concern to them so that the Board can understand their views and concerns and consider them in its discussions and decision-making • SSIT has authorities in place to buy back shares, which the Board may use when deemed to be in the best interests of shareholders as a whole (further information on discount management is set out under ‘Share Rating Management’) |
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10. Key persons Risk that one or more of Mark Boggett, James Bruegger and Rob Desborough (key members of the Investment Manager’s team at the time of IPO) cease to be actively engaged in the management of SSIT’s portfolio |
• Adverse impact on SSIT's ability to implement its investment strategy • Reduced NAV and shareholder returns |
• The Investment Manager has controls and incentives in regard to key person retention, including annual profit share, share of any performance fee payable by SSIT and succession planning • The Investment Manager’s recruitment and appointments since SSIT's IPO have added further depth to its team • The Investment Management Agreement may be terminated by SSIT if a key person leaves the Investment Manager and is not replaced by (a) person(s) of equal or satisfactory standing within a specified timeframe |
Following consideration of the investment, financial, regulatory and operational risks facing the Company, the Board concluded that there were no new risks requiring to be added to the principal risks and uncertainties.
Longer-term ViabilityAs required by the AIC Code, the Directors have assessed the prospects of the Company over a longer period than 12 months from the approval of these financial statements. The Board, with the assistance of the Audit Committee, has assessed the Company's prospects over the period of three years ending 30 September 2029. The Board has chosen this period because it is consistent with the three-year basis that the Directors evaluate the Company's financial position on a quarterly basis and projecting financial and economic scenarios over a longer period would be imprecise given the lack of long-term economic visibility. During the viability assessment period ending 30 September 2029, an ordinary resolution will be proposed at the AGM in 2026 (and, if passed, every five years thereafter) pertaining to the Company continuing as an investment company.
In assessing the Company's prospects and longer-term viability, we have taken into account:
- the nature of the Company's business;
- the principal risks and their mitigation identified under 'Principal risks and uncertainties' above;
- the Company's cash and cash equivalents, as well as the value of its listed holdings;
- the Company's cash requirements to meet ongoing fees and expenses (including in stress-tested scenarios where fees and expenses are set to be 15% higher than budgeted) are monitored by the Investment Manager, and the Company expects to maintain sufficient assets in cash reserves or cash equivalents to meet these obligations;
- the ability of the Investment Manager and Directors to minimise the level of cash outflows, if necessary, as the Investment Manager considers the Company's future cash requirements before making investments and the Board receives regular updates from the Investment Manager on the Company's cash position and forecast cash flows, which allows the Board to limit funding for existing and/or new investments as required;
- the circumstances in which a performance fee is payable to the Investment Manager as outlined in note 5 to the financial statements; and
- the Company does not have any gearing or any obligation to pay dividends or buy back shares.
We have also assumed that the Company’s performance will continue to be satisfactory and that there will continue to be demand for UK-listed investment companies. Based on this and recent feedback received through regular shareholder engagement, we currently anticipate that the ordinary resolution to be proposed at the 2026 AGM to continue the Company as an investment company will be passed.
The process for identifying, evaluating and managing significant and any emerging risks faced by the Company and periodic reports from the Investment Manager and Administrator regarding such risks are reviewed routinely at Audit Committee and Board meetings. The Board ensures that effective controls are in place to mitigate these risks and that a satisfactory compliance regime exists to ensure all applicable local and international laws and regulations are upheld. When required, the Company seeks expert advice regarding tax, legal and other factors.
Based on a robust assessment of the principal and emerging risks facing the Company, the Board believes that the most significant risks to the Company's longer-term viability are:
- a significant and prolonged economic downturn which could affect the Company through adverse impacts to growth company valuations, leading to poor investment performance, a wide share price discount and a tough fundraising environment;
- a significant majority of the Company's investments are in private companies that are not liquid and may be subject to restrictions on sale or transfer, which may limit the Company's ability to realise investments at short notice and/or at a reasonable price or at all; and
- the inability to raise funds, should the need arise.
The Board has considered the Company's viability over the three-year period, based on a working capital model prepared by the Investment Manager. The working capital model forecasts key cash flow drivers, such as capital deployment rate and operating expenses, and includes robust downside scenarios, where expenses are assumed to be 15% higher, as well as including the deployment of a significant proportion of the C share fund raise proceeds in the near term. Realisations and share buy-backs are assumed to not occur during the three-year period, unless already predetermined; similarly, whilst additional capital raises may occur, none are assumed during the three-year period.
Based on its assessment, the Board has concluded there is a reasonable expectation that the Company will continue to meet its liabilities as they fall due and remain viable, even in a scenario where global macroeconomic and geopolitical uncertainty persists for an extended period and including severe but plausible downside scenarios over the three-year period of the assessment.
Life of the Company
The Company has no fixed life but, in accordance with its Articles of Association, an ordinary resolution proposing that it continues in existence as an investment company will be proposed at its AGM in 2026 and, if passed, every five years thereafter. If any such resolution is not passed, proposals will be put forward by the Directors within three months from the date of the resolution to the effect that the Company be wound up, liquidated, reconstructed or unitised.
Future Development of the Company
While the future development of the Company is dependent on the success of its investment strategy, which is subject to various factors including external ones (such as the geopolitical and macroeconomic environments and market developments) which are outside the control of the Board and Investment Manager, and the future attractiveness of the Company as an investment vehicle, the Board's intention is that the Company will continue to pursue its investment objective and policy. The Chair's Statement and the Investment Manager's Report includes commentary on the outlook for the Company.
Approval of Strategic Report
The Strategic Report is provided in accordance with The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 and is intended to provide information about the Company's strategy and business needs, its performance and results for the year and the information and measures which the Directors use to assess, direct and oversee the Investment Manager in the management of the Company's activities. The Strategic Report has been approved by the Board and is signed on its behalf by:
Dr Will Whitehorn OBE
Chair
14 October 2026
Section 172: Promoting the Success of the Company
‘Our responsibilities to stakeholders, together with consideration of the long-term consequences of our decisions and maintaining high standards of business conduct, are integral to the way we operate as a Board and are foremost in our minds in our discussions, decision-making and reporting. We place great importance on our engagement with shareholders and other stakeholders and welcome, therefore, their views and concerns so that we can consider them in our discussions and decision-making. ’
Dr Will Whitehorn OBE
Chair
S.172 Responsibilities
Under section 172 of the Companies Act 2006 (‘s.172’), the Directors have a duty to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors are required to take into account (amongst other matters) the likely long-term consequences of their decisions, the need to foster relationships with the Company's wider stakeholders, the desirability of the Company maintaining a reputation for high standards of business conduct and the impact of the Company's operations on the community and environment.
As an externally managed investment company, the Company has no premises, employees or customers and conducts its core activities through third-party service providers. Currently, the Company has no debt finance. We consider, therefore, shareholders to be the Company's principal stakeholders but also regard potential shareholders, the Investment Manager, the Administrator, other key service providers (corporate brokers, Auditor, legal advisers, public relations and communications adviser, depositary and registrar) and portfolio companies as key stakeholders. The Investment Manager's Responsible Investment Policy is integrated into its investment process, ensuring that it has regard to the impact of the Company’s investments on the wider community and environment.
Stakeholder Engagement
The table below sets out the principal ways in which we engage with the Company's key stakeholder groups.
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Stakeholder group |
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Shareholders and potential investors |
Why they are important Continued shareholder support and engagement and attracting new investors are critical to the continuing existence of the Company and the delivery of its long-term strategy. How we engage The Company has a broad range of ordinary and C share shareholders, comprising both professional and retail investors, and has developed various ways of engaging with them, including:
We welcome diversity of thought and opinions. Shareholders may contact the Company via the Company Secretary on seraphimteam@ocorian.com or by post on any matters that they wish to discuss with the Board and the Company Secretary will arrange for the relevant Board member to contact them. Target outcomes
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Investment Manager (Seraphim Space Manager LLP) |
Why it is important The Investment Manager's specialist knowledge and experience is vital to implementing the Company’s investment strategy successfully and achieving its long-term success. How we engage Important components in our collaboration with the Investment Manager are:
We engage with the Investment Manager in numerous ways, including:
Target outcomes
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Administrator/ Company Secretary (Ocorian Administration (UK) Limited) |
Why it is important The Administrator provides accounting, company secretarial and other administrative services to the Company. Maintaining a strong, collaborative relationship with the Administrator is therefore critical to the effective running of the Company’s day-to-day operations. How we engage We engage with the Administrator in several ways, including:
In addition, the Investment Manager, on our behalf, engages with the Administrator on at least a weekly basis and ensures service levels are satisfactory and appropriate controls are in place. Target outcomes
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Other key service providers (corporate brokers, Auditor, legal advisers, public relations and communications adviser, depositary, registrar) |
Why they are important For the Company to operate as a listed investment company, the Board relies on its other key service providers for essential services and for advice and support in meeting relevant obligations and complying with best practice. Constructive working relationships with the other key service providers helps ensure the Company continues to operate effectively. How we engage We engage with the other key service providers in several ways, including receiving regular and, as needed, ad hoc reports, face-to-face meetings (at the request of the Board or the relevant service provider) and other dialogue as and when appropriate. In addition, the Investment Manager and/or Administrator, on our behalf, engage with the other key service providers on a regular basis and ensure service levels are satisfactory. Target outcomes
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Portfolio companies |
Why they are important For the Company to deliver capital appreciation, it needs to invest in portfolio companies that ultimately develop their products and services and successfully grow. How we engage The Investment Manager, on our behalf, engages with portfolio companies on a regular basis through participation on their boards, interaction with their shareholders, introductions to partners, customers and potential funding providers and value-add support and advice. In addition, we engage with portfolio companies during investor events. Target outcomes Portfolio companies benefit from the engagement, leading to their growth and, ultimately, higher value for the Company. |
Examples of Stakeholder Considerations and Outcomes
Set out below are examples of decisions and actions during the year which have required the Directors to have regard to applicable s.172 factors.
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Topic |
Stakeholder considerations and outcome |
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C share fund-raising and adoption of new Articles of Association |
S.172 consideration: the likely consequences of any decision in the long term In response to improved market and investor sentiment and scale of investment opportunities, the Board decided to carry out a fundraising via an issue of C shares. The Board considered the key benefits to existing shareholders of increasing the Company's net assets via the fundraising would be:
Having considered the rights of the C shares set out in the then existing Articles of Association, which were adopted at IPO, the Directors proposed adopting new Articles to amend the rights attaching to the C shares to provide for relevant proportions of the C shares to convert into ordinary shares on a periodic basis based on the quarterly NAVs as the proceeds of a C share issue are invested (under the original Articles, none of the C shares would convert until at least 80% of the proceeds have been invested or, if earlier, 12 months after the date of their issue). The principal benefits of periodic conversions were considered to be:
The C share fundraising and the adoption of the new Articles were approved by shareholders at a general meeting held on 6 May 2026 and a total 136,508,663 C shares were subsequently issued on 12 May 2026, raising gross proceeds of approximately £137m, with strong participation from both existing shareholders and new investors across the spectrum of endowment funds, institutions, family offices and wealth managers, alongside robust demand from retail investors. Stakeholders influencing considerations and/or impacted by outcome: Shareholders and potential investors, Investment Manager. |
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Capital allocation and share price discount |
S.172 consideration: the likely consequences of any decision in the long term Having regard to the challenging environment for raising additional capital (debt and/or equity) over the last several years, the Board and Investment Manager regularly reviewed the Company's cash resources and other sources of liquidity, identified the anticipated shorter-term funding requirements of the Company’s portfolio companies and agreed capital allocations for supporting portfolio companies and new investment opportunities until such time as the fundraising environment improved sufficiently to raise additional capital (as was possible in May 2026) or a significant liquidity event occurred. In addition, when the ordinary shares were trading at a discount, the Board kept under review whether NAV-accretive share buy-backs would be in the best interests of shareholders as a whole having regard to market conditions generally, the ratings of other UK-listed investment companies, the anticipated shorter-term funding requirements of SSIT's portfolio companies, the investment opportunities available to the Company and the prospective returns from those opportunities, feedback from shareholder meetings and advice from SSIT's corporate brokers. During the year under review, the Company invested £4.0m in follow-on investments and bought back no shares, whilst its ordinary share discount narrowed from 27.8% to 21.9%. The C share discount at 30 June 2026 was 19.5%. These capital allocations were consistent with the Company’s long-term strategy and enabled the Company to continue to foster good relationships with portfolio company management teams and maintain its standing as a key investor in the SpaceTech sector and were aimed at supporting the long-term growth of the NAV per share. Stakeholders influencing considerations and/or impacted by outcome: Portfolio companies, shareholders and potential investors, Investment Manager. |
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Annual review of service providers |
S.172 consideration: the need for the Company to foster business relationships with suppliers, customers and others The Management Engagement Committee met during the year to review the Company's external service providers and, in particular, the quality and costs of the services provided (details of the review are included in the Management Engagement Committee Report). For the reasons noted in its Report, the Management Engagement Committee concluded that the interests of the Company's shareholders would be best served by the ongoing appointments of the Investment Manager, the Administrator and the Company’s other key service providers on the existing terms. Stakeholders influencing considerations and/or impacted by outcome: Investment Manager, Administrator, other key service providers, shareholders. |
Directors and Investment Manager
Board of Directors
The Board of the Company, which combines considerable knowledge of the SpaceTech industry, venture and growth capital investment, the investment company sector and corporate governance, is responsible for ensuring conformance to the investment strategy, monitoring the performance of the Investment Manager and ensuring good governance, including in relation to ESG matters.
The Directors are all non-executive and independent.
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Photo Dr William (Will) Whitehorn OBE Chair |
Photo Susan (Sue) Inglis Senior Independent Director |
Photo Angela Lane Director |
Photo Christina McComb OBE Director | |
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Date of appointment |
14 June 2021 |
14 June 2021 |
1 January 2022 |
14 June 2021 |
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Committee membership |
AC, RNC, MEC |
AC, RNC©, MEC |
AC©, RNC, MEC |
AC, RNC, MEC© |
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Professional skills and experience |
Will joined Virgin in 1986 where he established a career as Sir Richard Branson’s corporate affairs advisor and brand development director for the group globally. He helped develop Virgin Galactic, Virgin Trains and Virgin Media as businesses and went on to become the first President of Virgin Galactic, taking the business from dream to reality. He has since pursued a private equity and non-executive career, including chairing AAC Clyde Space AB between 2018 and 2024. In addition to these corporate roles, he was a member of the UK Space Agency's Space Exploration Advisory Committee between 2021 and 2025 and has been a Fellow of the Royal Aeronautical Society since 2013. He was awarded an OBE in the King's Birthday Honours 2025 in recognition of his outstanding services to the aerospace and space industry. |
Sue has a wealth of experience from more than 30 years advising listed investment companies and financial institutions. Her executive roles included Managing Director, Corporate Finance in the investment companies team at Cantor Fitzgerald Europe and investment companies and financial institutions teams at Canaccord Genuity. Sue is a qualified lawyer and was a partner and head of the funds and financial services group at Shepherd & Wedderburn, a leading Scottish law firm. In 1999 she was a founding partner of Intelli Corporate Finance, an advisory boutique firm focusing on the asset management and investment company sectors, which was acquired by Canaccord Genuity in 2009. |
Angela has decades of experience working with private equity-owned companies and investment companies and as the Chair of Audit and Remuneration Committees. She is a Fellow of the Institute of Chartered Accountants in England and Wales and began her career at PwC before joining 3i PLC and becoming a partner of 3i's Growth Capital business, overseeing the UK Growth Capital portfolio. Subsequently, she has held a number of positions as Chair of private equity-backed businesses. She is currently on the board of or acting as Chair of the Audit Committee for two investment trusts investing in quoted and unquoted companies. |
Christina has over 25 years' experience of venture capital and growth investment as a former director of 3i PLC and other venture funds. She is the non-executive Chair of Aegon UK plc. She has been a director of other investment companies, including as Chair of Standard Life European Private Equity Trust PLC, from which role she retired in April 2022. She has also held a number of senior public sector roles involved in SME and growth business finance, including as Senior Independent Director at the British Business Bank. She was awarded an OBE in the Queen's Birthday Honours 2018 for services to the economy. |
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External appointments |
Listed companies: Chair of Craneware PLC. Other significant appointments: None. |
Listed companies: Senior Independent Director of Baillie Gifford Growth US Growth Trust PLC, Senior Independent Director and Audit Committee Chair of CT Global Managed Portfolio Trust PLC and Chair of Invesco Global Equity Income Trust PLC. Other significant appointments: None. |
Listed companies: Non-executive director of BlackRock Smaller Companies Trust PLC and Chair of the Audit Committee of Pacific Horizon Investment Trust PLC. Other significant appointments: None. |
Listed companies: None. Other significant appointments: Chair of Aegon UK plc, non-executive director and Investment Committee member of Midlands Mindforge Ltd. |
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Committee membership key | |
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AC |
Audit Committee |
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MEC |
Management Engagement Committee |
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RNC |
Remuneration and Nomination Committee |
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Chair |
Investment Manager
The Company has appointed Seraphim Space Manager LLP as its alternative investment fund manager. The Seraphim Space team is comprised of seasoned venture capitalists and some of the sector's most successful entrepreneurs who scaled their SpaceTech businesses to multi-billion Dollar exits.
The senior individuals responsible for executing and overseeing the Company's investment strategy are listed below.
Mark Boggett, General Partner & CEO
Mark is a pioneer in SpaceTech investment and the co-founder of Seraphim Space Manager LLP, Generation Space LLC, Seraphim Space Accelerator and Generation Space Accelerator. He played a key role in launching Seraphim Space LP and Seraphim Space Investment Trust PLC. Prior to his current role, Mark served as a director at YFM Equity Partners, where he contributed to the success of the British Smaller Companies VCTs 1 and 2. He also held positions at Brewin Dolphin and Williams de Broe. Mark holds an undergraduate degree in Accounting & Finance and a master's degree in Economics and Finance from the University of Leeds.
James Bruegger, General Partner & CIO
James is the co-founder and Chief Investment Officer of Seraphim Space Manager LLP, and a co-founder of Generation Space LLC, Seraphim Space Accelerator and Generation Space Accelerator. He is a prolific venture capital investor in the global SpaceTech domain. James was an early investor in several leading SpaceTech companies and has played a key role in leading investments in companies that have gone public, including Spire Global and AST SpaceMobile. Previously, James worked at YFM Equity Partners and Burlington Consultants, a boutique strategy consultancy that was acquired by Deloitte & Touche. James holds a first-class degree in History from University College London.
Rob Desborough, General Partner
Rob is a General Partner at Seraphim Space Manager LLP, where he leads early-stage investments. He is also a co-founder of Seraphim Space Accelerator, launched in 2018, and Generation Space Accelerator, which together have become one of the world’s leading accelerator programs for SpaceTech startups. Prior to joining Seraphim Space, Rob was an Investment Director at YFM Equity Partners. Rob holds a BSc (Hons) in Biomedical Sciences from the University of Glasgow and a Postgraduate Diploma (PGDip) in Information Technology Systems from the University of Strathclyde. Under Rob’s leadership, Seraphim Space Accelerator and Generation Space Accelerator have graduated 119 SpaceTech startups, which have collectively raised over $1.56bn.
Andre Ronsoehr, Investment Partner
Andre is a Partner at Seraphim Space Manager LLP. Andre joined the business following a career in finance and investing with a long-standing focus on the space sector. Previously, he worked for almost a decade at Virgin Management, the family office of Sir Richard Branson. Andre co-led the seed investment in One Web in 2015 and was instrumental in investments into Virgin Galactic and Virgin Orbit. During this time, Andre worked hand-in-hand with the boards and C-level teams of each of these three pioneering space businesses. Andre holds an MBA from HEC Paris and Yale University and a BBA from FOM Essen, Germany.
Sarah Shackleton, Partner & COO
Sarah is the COO at Seraphim Space Manager LLP and has 25 years of finance experience. Previously, Sarah was a partner at Development Partners International since its inception in 2007. She was responsible for administration of the firm and its funds, including legal, compliance, HR, IT, operations, facilities and ESG and also sat on the investment committee. Sarah has experience as an active board director on private equity fund general partners and investment holding companies. Before joining Development Partners International, Sarah was an Associate Director in the Technology Equity Research team at UBS in London, specialising in the telecommunications equipment sector and covering large-cap European companies, including Nokia, Ericsson and Alcatel-Lucent. Sarah holds a BSc (Hons) in Economics and Accounting from the University of Bristol.
Kenny Mumford, Partner & General Counsel
Kenny is General Counsel at Seraphim Space Manager LLP and has 25 years of legal experience with growth companies and venture capital investors. Previously, Kenny was a partner at MBM Commercial LLP for nearly 15 years, latterly as Head of Corporate. In that role, Kenny acted for high-growth companies and investors (including Seraphim Space) concerning all aspects of equity investment, fund formation, business sales and acquisitions, joint ventures and restructuring, alongside general corporate advice. Previous roles before MBM included In-house Counsel at Braveheart Investment Group plc, Investment Manager at Scottish Enterprise and Solicitor, Shepherd and Wedderburn. Kenny is a solicitor and notary public in Scotland and holds an LLB (Hons) and Diploma in Legal Practice from the University of Edinburgh.
Patrick McCall, Venture Partner
Patrick joined Seraphim Space as a Venture Partner after working for Virgin Group for 25 years where he was Senior Partner. He was chair or on the board of eight companies that grew from being startups to being valued at over $1bn. He was chair of Virgin Galactic, Virgin Orbit, Virgin Trains, Trainline and Virgin Unite, and was also a board director of many Virgin Group companies, including Virgin Active, Virgin Blue, Virgin Mobile USA, OneWeb and Virgin Money. He also spent 10 years as an investment banker at S.G. Warburg and has a degree in Economics and Agricultural Economics from Exeter University. Patrick is a non-executive director of one SSIT company, SatVu.
Maureen Haverty, Investment Principal
Maureen is an Investment Principal at Seraphim Space Manager LLP. Maureen joined the business after a successful career in the space industry. She was COO at Apollo Fusion, a space start-up that was sold for $145m. She was responsible for business development, manufacturing and complex programmes. She was also Senior Director of Corporate Development at Astra, a rocket launch company listed on NASDAQ. She has a first-class Bachelor of Civil and Environmental Engineering (BE) degree from University College Cork and a PhD in Nuclear Engineering from the University of Manchester. Maureen is focused on deal origination, deal execution, portfolio management and fund operations, in addition to actively supporting the associated accelerator activities.
Lewis Jones, Investment Principal
Lewis is an Investment Principal at Seraphim Space’s US subsidiary, Generation Space LLC, and was previously an analyst at Seraphim Space. Lewis holds a first-class Aeronautics and Astronautics MEng degree from the University of Southampton, specialising in Spacecraft Engineering. Previously, he worked as a Thermal Analyst in the Rotatives Department at Rolls-Royce, primarily focusing on the safety aspects of jet engines on civil aircraft. He also completed an internship at RBS in the Data and Analytics division.
Matthew Rutter, Head of Finance & Reporting
Matthew is Head of Finance & Reporting at Seraphim Space Manager LLP. He is a Certified Public Accountant (CPA) with over 10 years of international finance experience spanning San Francisco, Bangalore and London. Prior to joining Seraphim, Matthew was Finance Manager at Ardian, where he oversaw fund finance and reporting across a $30bn fund platform comprising multiple investment vehicles with exposure to hundreds of underlying private equity funds. Prior to this, he held a fund accounting role at Helios Investment Partners. Matthew began his career at KPMG in San Francisco, auditing some of the most iconic venture capital firms in the Bay Area, before spending a year at KPMG's Global Delivery Centre in Bangalore. He holds a Master of Science in Accountancy from San Francisco State University and a BA (Hons) in International Business from Nottingham Trent University.
Candace Johnson, Independent Advisory Committee Member
Candace has a long and distinguished career as founder/co-founder of space ventures such as SES ASTRA, SES Global, Loral-Teleport Europe and Europe Online, as well as having played critical roles in developing space sector leaders, including Iridium and ILS. An experienced venture capitalist and investor, she has been a member of the Strategic Committee of Iris Capital for the past decade and served as President of EBAN and is now President Emeritus. Candace serves and has served on the boards of a number of emerging space leaders, including NorthStar Earth and Space and Kacific. Candace serves on Seraphim Space's Investment Committee as an independent member to advise on and address any conflicts of interest.
Matt O'Connell, Independent Advisory Committee Member
Matt is a recognised thought leader in the geospatial intelligence industry. Currently an Operating Partner at DCVC, supporting its investments, including space companies Capella and Planet. Matt has been working with Seraphim Space since 2018. Before that, he was CEO of OneWeb until July 2016. In 2006, he founded GeoEye, a leading global provider of satellite and aerial imagery and digital mapping information, which was acquired by Digital Globe in 2013 for $1.3bn. He has served on several private company boards and government and industry advisory commissions. Matt serves on Seraphim Space's Investment Committee as an independent member to advise on and address any conflicts of interest.
Ann Winblad, Independent Advisory Committee Member
Ann is a Managing Director of Hummer Winblad Venture Partners, a venture capital firm she co-founded in 1989. She is a well-known and respected software industry entrepreneur and technology leader. Ann's firm has launched over 160 enterprise software companies and led investments that pioneered successful companies across the enterprise software sector. She served as a director of numerous private and public companies including MuleSoft, Hyperion, Sonatype, The Knot, Liquid Audio, Net Perceptions and Ace Metrix. She also currently serves as a Director of OptiMine. Ann serves on Seraphim Space's Investment Committee as an independent member to advise on and address any conflicts of interest.
Directors' Report
The Directors present their Report for the year ended 30 June 2026. The Corporate Governance Report is deemed to form part of this Report.
Company Status
The Company is incorporated and domiciled in the United Kingdom and registered in England and Wales.
The Company is an investment company as defined in section 833 of the Companies Act 2006, approved as an investment trust in accordance with section 1158 of the Corporation Tax Act 2010 (‘s.1158’) and an alternative investment fund under the EU Alternative Investment Fund Managers Regulations (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019). The Directors intend at all times to conduct the affairs of the Company to enable it to continue to qualify as an investment trust for the purposes of s.1158.
The Company manages its affairs so as to be a qualifying investment for inclusion in an Individual Savings Account and it is the Directors' intention that the Company should continue to do so.
Business Review
The Company's principal activity is investment in a diversified, international portfolio of predominantly early and growth stage privately financed SpaceTech businesses that have the potential to dominate globally and are category leaders with first mover advantages in areas such as global security, cybersecurity, food security, climate change and sustainability with the objective of generating capital growth over the long term.
A detailed review of the Company's business and performance during the year, any likely future developments in the Company and the outlook for the Company are contained in the Strategic Report and should be read as part of this Report.
Results and Dividends
The total comprehensive income for the year was a profit of £289.4m (2025: £53.0m), comprising a loss of £4.6m (2025: loss of £3.6m) attributable to revenue and a profit of £294.0m (2025: profit of £56.6m) attributable to capital. As the Company is focused on generating capital growth over the long term and given the nature of the Company's investments, the Board does not anticipate recommending paying any dividends in the foreseeable future.
Share Capital
As at 30 June 2026, the Company's issued share capital comprised 239,384,928 (2025: 239,384,928) ordinary shares of £0.01 each and 136,508,663 (2025: nil) C shares of £0.10 each, of which 2,186,344 (2025: 2,186,344) ordinary shares were held in treasury. The total number of voting rights of the Company at 30 June 2026 was, therefore, 373,707,247 (2025: 237,198,584).
On a winding-up, provided the Company has satisfied all its liabilities, if there are C shares in issue, the net assets of the Company attributable to the C shares shall be divided pro rata among the holders of the C shares. The holders of ordinary shares shall be entitled to all of the Company’s remaining net assets after taking into account any net assets attributable to the C shares. Neither class of share is redeemable.
Holders of each class of share are entitled to receive, and to participate in, any dividends declared in relation to that class; however, the Company does not expect to pay dividends in the foreseeable future.
Holders of ordinary and/or C shares are entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each ordinary or C share held.
Shares held in treasury have no rights to capital, dividends or vote.
There are:
- no restrictions on the transfer of securities in the Company save where (a) the Company is legally entitled to impose such restrictions, such as restrictions on transfers by Directors during closed periods, or (b) the Company's Articles of Association allow the Board to decline to register a transfer of shares or otherwise impose a restriction on shares to prevent the Company breaching any law or regulation;
- no agreements between holders of securities regarding their transfer which are known to the Company;
- no restrictions on exercising voting rights save where the Company is legally entitled to impose such restrictions, such as if, having been served with a notice under section 793 of the Companies Act 2006, a shareholder fails to disclose details of any past or present beneficial interest;
- no special rights with regard to control attached to securities in the Company; and
- no agreements to which the Company is a party that might affect its control following a successful takeover bid.
Share Issues and Buy-backs
The Board has not adopted any formal premium or discount targets which would dictate the point at which the Company would seek to issue or buy back ordinary shares.
During the year ended 30 June 2026, the Company issued 136,508,663 C shares. It did not issue any new ordinary shares or buyback any ordinary shares.
The Company's current general authorities to allot for cash on a non-pre-emptive basis up to 23,719,858 (2025: 23,719,858) ordinary shares, representing c.10% of the ordinary shares in issue on the date the authority was granted, expire at the conclusion of the 2026 AGM. Ordinary resolution 11 will be proposed at the forthcoming AGM seeking authority to issue up to 79,066,195 ordinary shares, representing approximately one-third of the issued ordinary shares (excluding treasury shares) as at 15 October 2026. Special resolutions 12 and 13 will be proposed at the forthcoming AGM seeking authority to issue or sell ordinary shares from treasury for cash on a non-pre-emptive basis up to 10% and 10%, respectively, (so 20% in total) of the ordinary shares in issue (excluding treasury shares) as at 15 October 2026 until the next AGM or, if earlier, 31 December 2027. Unless specifically authorised by shareholders, no issue of ordinary shares (or sale of ordinary shares from treasury) on a non-pre-emptive basis will be made at a price less than the prevailing NAV per ordinary share at the time of issue (or sale). The Company is not seeking authority at the 2026 AGM to issue any further C shares.
The Company's current authority to make market purchases of up to 35,556,067 (2025: 35,556,067) ordinary shares, representing 14.99% of the issued ordinary shares (excluding treasury shares) on the date the authority was granted, expires at the conclusion of the 2026 AGM. Special resolution 14 will be proposed at the forthcoming AGM seeking renewal of this authority until the next AGM or, if earlier, 31 December 2027. The Company may hold bought-back ordinary shares in treasury and then re-sell such shares (or any of them) for cash or cancel bought-back shares (or any of them). In view of the purpose and transient nature of the C shares, the Company has no current authority to make market purchases of C shares and will not be seeking any such authority at the forthcoming AGM.
Major Interests in Shares
At 30 June 2026 and 30 September 2026, the Company had been notified under the FCA's Disclosure Guidance and Transparency Rules or was otherwise aware of the following shareholders who were directly or indirectly interested in 3% or more of the voting rights in the Company's voting share capital:
|
Holder |
% of voting rights |
% of voting rights |
|
Hargreaves Lansdown Asset Mgmt |
14.86 |
14.98 |
|
Interactive Investor Services Limited |
12.41 |
12.50 |
|
Schroders Plc |
6.04 |
6.02 |
|
British Business Finance Ltd |
5.59 |
5.59 |
|
AJ Bell Securities |
4.98 |
5.08 |
|
T. Rowe Price Associates Inc |
4.08 |
4.00 |
|
RBC Dominion Securities Inc |
3.35 |
3.35 |
Directors
The names and biographical details of the Directors who all served throughout the year are shown above. Details of the interests of the Directors and their connected persons in the ordinary shares and C shares, the Directors' remuneration policy and their remuneration can be found in the Directors' Remuneration Report. No Director has a service contract with the Company and there are no agreements between the Company and its Directors providing for compensation for loss of office.
The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of Association and the Companies Act 2006. Further details are provided in the Corporate Governance Report.
In line with the AIC Code and the Company's Articles of Association, all of the Directors are retiring at the forthcoming AGM and each offers themself for re-election. The Board has reviewed the performance and commitment of the Directors standing for re-election and considers that each should continue to serve on the Board as they bring wide, current and relevant experience that allows them to contribute effectively to the leadership of the Company and have demonstrated full commitment to and independence in their roles.
Directors' Insurance and Indemnification
Directors' and officers' liability insurance cover is in place in respect of the Directors and was in place throughout the year.
The Company's Articles of Association provide that the Company may, subject to the Companies Act 2006 and other applicable UK legislation for the time being in force affecting the Company, indemnify any person who is a Director of the Company against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by that person in relation to the Company or any associated company, save for the exclusions outlined in the Company’s Articles of Association, or (b) any other liability incurred by or attaching to that person in the actual or purported execution and/or discharge of that person's duties and/or the exercise or purported exercise of that person's powers and/or otherwise in relation to or in connection with that person's duties, powers or office.
Related Party and Investment Manager Transactions
The Company's transactions with related parties during the year were with its Directors. There were no material transactions between the Company and its Directors during the year other than the amounts paid to them in respect of Directors' remuneration for which there were no outstanding amounts payable at the year end. Details of amounts paid to the Directors during the year are included in the Directors' Remuneration Report.
Details of amounts paid to the Investment Manager during the year are included in note 5 to the financial statements.
Risks and Risk Management
The principal risks and uncertainties facing the Company are set out above. Further details of the Company's key financial risks are set out in note 15 to the financial statements.
Going ConcernIn light of the conclusions drawn in the longer-term viability statement and as set out in note 2 to the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of this Annual Report. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
Disclosure of Information to the Company's Auditor
Having made enquiries of the Investment Manager and Administrator, each of the Directors confirms that, at the date of approval of this Report:
- as far as they are aware, there is no relevant audit information of which the Auditor is unaware; and
- they have taken all the steps a Director might reasonably be expected to have taken to be aware of any relevant audit information and to establish that the Auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Independent Auditor
The Directors will propose the re-appointment of BDO LLP as the Company's Auditor and resolutions concerning this and to authorise the Audit Committee to determine the Auditor's remuneration will be proposed at the forthcoming AGM.
Annual Report
As disclosed in the Audit Committee Report, after due consideration the Audit Committee concluded that this Annual Report, taken as a whole, is fair, balanced and understandable. Therefore, the Board is of the opinion that this Annual Report provides the information necessary for shareholders to assess the position and performance, strategy and business model of the Company.
Events After the Balance Sheet Date
Save as disclosed in note 18 to the financial statement, there have been no significant events since 30 June 2026.
2026 AGM
The next AGM will be held at The Jellicoe, 5 Beaconsfield Street, King’s Cross, London, N1C 4EW at 11.30 on 25 November 2026. The formal notice convening the AGM, together with an explanation of the resolutions to be considered at it, will be sent to shareholders in due course and a copy of the notice will be published on the Company's website (https://investors.seraphim.vc).
We believe that all the resolutions to be proposed at the AGM are in the best interests of shareholders as a whole and therefore recommend shareholders to vote in favour of them as we will be doing with our own holdings.
Articles of Association
The Company's Articles of Association may only be amended by special resolution at a general meeting of shareholders.
UK Listing Rule 6.6.4
The FCA's UK Listing Rule 6.6.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross-reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard.
Approval
This Directors' Report was approved on 14 October 2026.
On behalf of the Board:
Dr Will Whitehorn OBE
Chair
14 October 2026
Corporate Governance ReportCorporate Governance Framework and Compliance
The FCA's Disclosure Guidance and Transparency Rules (the 'Disclosure Rules') require listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council (the 'FRC') in January 2024 (the 'UK Code'). The UK Code can be viewed at www.frc.org.uk.
The related Code of Corporate Governance issued by the Association of Investment Companies (the ‘AIC’) in August 2024 (the 'AIC Code') addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to listed closed-ended investment companies, such as the Company. The AIC Code is available on the AIC website (www.theaic.co.uk). The AIC Code includes an explanation of how it adapts the principles and provisions set out in the UK Code to make them relevant for listed closed-ended investment companies. The FRC has endorsed the AIC Code and confirmed that AIC member companies who report against the AIC Code will be meeting their obligations in relation to the UK Code and the associated disclosure requirements of the Disclosure Rules.
The Company is a member of the AIC and the Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information on the Company's governance arrangements to shareholders than reporting against the principles and provisions of the UK Code.
The Board operates under a governance framework which is consistent with the principles and provisions of the AIC Code. This Report describes how the Company applies those principles and provisions. The Audit, Management Engagement and Remuneration and Nomination Committee Reports are deemed to form part of this Report. The Board confirms that the Company complied with the relevant principles and provisions of the AIC Code during the year.
As an externally managed investment company, the Company has no employees and all its substantive operations are conducted on its behalf by its third-party service providers. Consequently, the Company has not complied with the provisions in the UK Code relating to the role of the chief executive, executive directors' remuneration and the need for an internal audit function. However, the Audit Committee considers the need for an internal audit function at least annually.
Board Leadership and Purpose
Role of the Board
The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders whilst having regard to the interests of wider society.
The Board's role is to provide leadership and direction within a robust framework of risk management and internal controls. It sets the Company's strategic objectives (subject to the Company's Articles of Association and such approval of the shareholders in general meeting as may be required from time to time) and ensures that the necessary resources are in place to enable the Company's objectives to be met.
In managing the Company, the aim of both the Board and the Investment Manager is always to ensure the Company’s long-term sustainable success and, therefore, the likely long-term consequences of any decision are a key consideration. The Investment Manager's Responsible Investment Policy is integrated into its investment process, ensuring that it has regard to the interests of wider society in managing the Company’s portfolio.
Company purpose and strategy
The Company's purpose is to provide a vehicle through which a broad range of investors can gain exposure to a diversified, international portfolio of predominantly early and growth stage privately financed SpaceTech businesses that have the potential to dominate globally and are category leaders with first mover advantages in areas such as global security, cybersecurity, food security, climate change and sustainability. The Company seeks to generate capital growth over the long term for shareholders.
Operating as an externally managed investment company, the Company seeks to fulfil its purpose by delegating operational matters to specialist third-party service providers, subject to oversight by the Board. In particular, the Investment Manager and Administrator are responsible for implementing the Company's investment strategy and managing the Company's day-to-day operations, respectively. The Company's success is based on such implementation and management being effective. The Board's strategy is, therefore, to work closely with the Investment Manager and Administrator in a long-term relationship designed to foster an environment that is consistent with the Company’s culture and values and contributes to achieving its strategic objectives.
Culture and values
As an externally managed investment company, the Company’s culture and values are primarily the product of the behaviours of both the Board and the Investment Manager and the way in which they interact with each other and with the Company's other stakeholders.
The Board operates in an open, respectful and inclusive manner, where differences of perspective are welcomed and constructive challenge is encouraged. Advice and input are sought from external advisers and others, as required, to ensure a broad range of views are available and to guard against groupthink.
The Investment Manager has established an organisation driven by purpose where its employees are united by a passion to work with the most impactful companies in the SpaceTech sector. The Investment Manager strives to develop a culture of candour and openness, with employees empowered to innovate and work autonomously. Value is placed on output (the quality of work produced) rather than input (the number of hours logged). Team cohesion and collaboration are core tenets of the Investment Manager's people strategy.
Both the Board and Investment Manager aim to ensure that the Company is run in a manner that is consistent with their beliefs in integrity, fairness, transparency and diligence and responsive to the views of the Company's shareholders and other stakeholders. Both seek to maintain high standards of business conduct at all times.
We believe that the culture and values of the Board and Investment Manager encourage constructive and robust challenge and debate, lead to coherent discussions, generate strong collective wisdom and ultimately lead to good decision making, all of which are important to the successful implementation of the Company's strategic objectives.
Conflicts of interest
Directors have a duty to avoid situations where they have, or could have, a direct or indirect interest that conflicts, or possibly could conflict, with the Company's interests (‘conflict situations’). As permitted by the Companies Act 2006, the Company's Articles of Association allow the Directors to authorise conflict situations, where appropriate.
The Board has a procedure in place to deal with conflict situations. As part of this process, Directors must submit any actual or potential conflict situations they may have to the Board for approval as soon as possible. In deciding whether to approve a conflict situation, the Board will act in a way it considers, in good faith, will be most likely to promote the Company's success, taking into consideration whether the Director's ability to act in accordance with their wider duties is affected. The Company Secretary maintains the register of approved conflict situations (which also includes a list of other external positions held). Directors have a duty to keep the Board updated about any changes to their approved conflict situations. In certain circumstances the conflicted Director may be required to absent themself from discussions or decisions on the matter on which they are conflicted. No such circumstances arose in the year. None of the Directors have, or have had, any potential conflicts of interest of the nature listed in Provisions 6 and 12 of the AIC Code.
The Board also has a procedure in place to manage potential conflicts of interest of the Investment Manager. These can arise, for example, where share options and/or warrants have been granted to an affiliate of the Investment Manager by a participant in an accelerator programme run by that affiliate and the Company subsequently has the opportunity to invest in the participant. In such instances, only the independent advisory committee members of the Investment Manager's Investment Committee consider the investment at the Investment Committee meeting, and the final stage of the Board's conflict management process requires any such investment to be approved by the Board before it is made.
Division of Responsibilities
The Board has overall responsibility for the Company's activities. However, the Company has delegated or outsourced various matters to its standing Committees and key service providers, most notably the Investment Manager and the Administrator, all of which operate within clearly defined terms of reference or agreements that set out their roles, responsibilities and authorities.
Board
The Board's principal responsibilities include:
- determining the Company's strategic objectives;
- overseeing the execution of the Company's strategy, business conduct and implementation of its key investment, financial, operational and compliance policies, ensuring they are aligned with the Company’s purpose and strategy and the Board's culture and values and that any necessary corrective action is taken;
- ensuring that an appropriate risk management and internal control framework is in place to enable risk to be managed and monitored;
- scrutinising the performance of the Investment Manager, Administrator and other key service providers and holding them to account; and
- ensuring effective engagement with, and encouraging participation from, shareholders and other key stakeholders.
Matters not delegated or outsourced to Committees and key service providers are reserved for consideration and approval by the Board (including those matters listed in a formal schedule of reserved matters approved by the Board), thus enabling the Board to maintain full and effective control over appropriate strategic, financial, operational and compliance matters. The reserved matters include:
• approving the Company’s long-term objectives and any matters of a strategic nature, including any change in investment objective, policy and restrictions, including those which may need to be submitted to shareholders for approval;
• the appointment and removal of key service providers and any material amendments to the Company's agreements with them;
• approval of any other material contracts and agreements (apart from investment-related contracts and agreements which are within the discretion of the Investment Manager) entered into, varied or terminated;
• approving any transactions with related parties;
• approval of quarterly and any ad hoc NAV and other financial announcements;
• approval of the Company's operating and marketing budgets;
• approving any new Director appointments;
• approving the Company's corporate governance arrangements; and
• approving any actual or potential conflicts of interest, including any potential investments in respect of which the Investment Manager may have a potential conflict of interest.
The full schedule of matters reserved for the Board is available on the Company's website (https://investors.seraphim.vc/).
The primary focus at Board meetings is a review of investment performance and associated matters (such as new investments, progress of portfolio companies, investment pipeline, projected cash flow and market environment), share price discount/premium, investor relations, industry issues, legal and regulatory (including corporate governance) developments and principal and emerging risks and uncertainties, in particular those identified in the Strategic Report.
Chair
The Company’s Chair is Will Whitehorn. His primary role as Chair is to provide leadership to the Board. The principal responsibilities of the Chair include:
• ensuring the overall effectiveness of the Board in directing the Company;
• taking a leading role in setting the Company's strategic objectives;
• facilitating open, honest and constructive debate among Directors and the effective contribution of all Directors;
• ensuring the Company is meeting its responsibilities to shareholders and wider stakeholders; and
• engaging with shareholders to ensure that the Board has a clear understanding of their views.
Full details of the Chair's role and responsibilities are available on the Company's website (https://investors.seraphim.vc/).
Senior Independent Director ('SID')
The Company’s SID is Sue Inglis. Her primary responsibilities as such are to serve as a sounding board for the Chair, act as an intermediary for other Directors and be available to respond to shareholders' concerns if they cannot be resolved through the normal channels of communication (i.e. through the Chair). The SID leads the annual performance review of the Chair and the Board. Full details of the SID's role and responsibilities are available on the Company's website (https://investors.seraphim.vc/).
Board Committees
The Board has three standing Committees, being the Audit Committee, Management Engagement Committee and Remuneration and Nomination Committee. Given the size of the Board, and their experience, all current Directors are members of each Committee. The roles and responsibilities of the Committees are included in their respective Reports and the terms of reference of each Committee are available on the Company's website (https://investors.seraphim.vc/). The Committees review their terms of reference at least annually, with any proposed changes recommended to the Board for approval. Committee Chairs attend the Company’s AGM to answer any questions on their respective Committee's activities.
The Board may also establish additional Committees from time to time to take operational responsibility on specific matters. These Committees ensure that key matters are dealt with efficiently.
Investment Manager
The Investment Manager is the Company's alternative investment fund manager (the ‘AIFM’) for the purpose of the EU Alternative Investment Fund Managers Directive as incorporated into UK legislation. The Investment Management Agreement dated 22 June 2021 between the Company and the Investment Manager (the ‘IMA’) sets out the matters in respect of which the Investment Manager has authority and responsibility, subject to the overall control and supervision of the Board. These include the Investment Manager having full discretion in relation to the Company’s portfolio management activities in accordance with its investment policy and any other restrictions imposed by the IMA or the Board from time to time. The Investment Manager is also responsible for promoting the Company's investment proposition to professional and retail investors.
In advance of Board meetings, the Investment Manager provides regular reports, which include operating updates on the Company's investments, information on potential new investment opportunities, cash flow forecasts and other financial information and other relevant information. Senior representatives of the Investment Manager attend Board meetings. The Investment Manager is responsible for keeping the Board informed, in a timely manner, of any material developments arising from its portfolio management activities or other relevant matters, including interactions with shareholders and other key stakeholders.
Under the IMA, the Investment Manager is entitled to management and performance fees, details of which are included in note 5 to the financial statements. The Investment Manager's appointment is terminable by the Company or Investment Manager on not less than 12 months' notice. The IMA may be terminated with immediate effect on the occurrence of certain events.
Administrator/Company Secretary
The Company has appointed the Administrator to provide fund accounting, company secretarial and other administrative services. The Administrator's responsibilities include:
• undertaking the day-to-day financial and administration functions of the Company, including calculation of the NAV and maintenance of the Company's accounting and statutory records;
• providing the company secretarial functions required by the Companies Act 2006;
• ensuring that the Company complies with applicable laws, rules and regulations, including laws and regulations applicable to investment trusts and the rules of the FCA and London Stock Exchange;
• advising on governance matters;
• supporting the Board to ensure that it has the policies, processes and information it needs to function effectively and efficiently;
• ensuring that Board procedures are followed; and
• facilitating good and timely information flows within the Board and its Committees and between Directors and the Investment Manager and other service providers.
In advance of Board meetings, the Administrator provides regular reports, which include financial and other operational information, details of any breaches or complaints and relevant legal and regulatory, corporate governance and other technical updates. The Administrator is responsible for keeping the Board informed, in a timely manner, of any material developments regarding matters within the scope of its role and responsibilities.
Board and Committee Meetings
Regular Board and Committee meetings are scheduled throughout the year (Board: four; Audit Committee: eight, including four valuation meetings; Management Engagement Committee: one; Remuneration and Nomination Committee: one). In addition, the Board and Committees meet between scheduled meetings in preparation for or to follow-up after scheduled meetings and any other matters that may arise between scheduled meetings. The Company also holds an annual strategy meeting to enable the Directors to consider strategic matters outside of standard Board meetings.
The Company Secretary assists the Board and Committee Chairs in agreeing the agenda in sufficient time before the relevant meeting to allow input from key stakeholders. Care is taken to ensure that papers are presented clearly and with the appropriate level of detail and delivered in a timely manner in advance of the relevant meeting to ensure the Directors have sufficient time to prepare properly for the meeting and to make further enquiries about any matter prior to the meeting, should they so wish. This also allows any Director who is unable to attend to submit views in advance of the meeting.
The Investment Manager, the Administrator and, as required, the Company's other key service providers are expected to be present at formal Board and Committee meetings unless identified conflicts require otherwise.
The proceedings at all Board and Committee meetings are fully recorded, including any Director's concerns, in the minutes. After each Board and Committee meeting, the Company Secretary operates a follow-up procedure to ensure that actions are completed as agreed by the Board or Committee.
Attendance at meetings
The number of scheduled meetings during the year, and the attendance of the individual Directors at those meetings, is shown in the table below.
|
Board |
Audit Committee |
Management Engagement Committee |
Remuneration and Nomination Committee | |
|
No. of meetings |
4 |
8 |
1 |
2 |
|
Will Whitehorn |
4 |
8 |
1 |
2 |
|
Sue Inglis |
4 |
8 |
1 |
2 |
|
Angela Lane |
4 |
7[4] |
1 |
2 |
|
Christina McComb |
4 |
8 |
1 |
2 |
In addition, there were 10 ad hoc meetings during the year. Typically, all Directors attend ad hoc meetings, although this is not always feasible or necessary and Directors who are unable to attend a meeting can communicate their views ahead of the meeting. The Board also meets from time to time on an informal basis to discuss, in particular, developments affecting the Company and progress on identified workstreams.
Board Composition and Succession
Board composition and independence
At the date of this Report, the Board consists of four non-executive Directors, all of whom are (and were on appointment) independent of the Investment Manager. Each of the Directors is (and was on appointment) independent when assessed against the circumstances set out in Provision 13 of the AIC Code.
The current Board was selected to bring a breadth of professional skills, experience and knowledge relevant to the Company's structure and strategy. Three of the Directors were appointed prior to the IPO and the fourth joined the Board on 1 January 2022. Details of the Directors, including their professional skills and experience, are set out above.
The composition of the Board is a fundamental driver of its success as the Board must provide strong and effective leadership of the Company without any one individual or small group dominating the decision-making. The strong and diverse mix of experienced individuals on the current Board enables high calibre debate and constructive challenge. The Board is able to use the professional skills, experience and knowledge of the individual Directors to their maximum potential and make decisions that are in the best long-term interests of the Company.
The Board's tenure, succession and diversity policies seek to ensure that the Board continues to be well-balanced and refreshed from time to time by the appointment of new Directors with the necessary professional skills, experience, knowledge and personal qualities and who can bring fresh perspectives.
Board diversity
In accordance with the FCA's UK Listing Rule 6.6.6(9), we are required to disclose on a 'comply or explain' basis whether the Board has met the following targets: (a) at least 40% of the Board should be women; (b) at least one of the senior Board positions should be held by a woman; and (c) at least one member of the Board should be from a minority ethnic background. The required disclosures are set out in the tables below and are based on information provided by individual Directors in response to a request from the Administrator.
As an externally managed investment company with solely non-executive Directors, the Company does not have a chief executive or a chief financial officer (both being 'senior positions' under the relevant FCA UK Listing Rule) and has no employees. Accordingly, no disclosures about executive management positions have been included. However, given the nature of the Company, the Board considers the Chair of the Audit Committee to be a senior position and, therefore, we have added a further (last) column to the prescribed tables below to show the Board-defined senior positions.
Board gender representation at 30 June 2026
|
No. of Board members |
% of Board |
No. of senior positions on Board (Chair, SID) |
No. of Board-defined senior positions (Chair, SID, Audit Committee Chair) | |
|
Men |
1 |
25% |
1 |
1 |
|
Women |
3 |
75% |
1 |
2 |
|
Other categories |
- |
- |
- |
- |
|
Not specified/prefer not to say |
- |
- |
- |
- |
Board ethnicity representation at 30 June 2026
|
No. of Board members |
% of the Board |
No. of senior positions on Board (Chair, SID) |
No. of Board-defined senior positions (Chair, SID, Audit Committee Chair) | |
|
White British or other White (including minority-white groups) |
4 |
100 |
2 |
3 |
|
Mixed/Multiple Ethnic groups |
- |
- |
- |
- |
|
Asian/Asian British |
- |
- |
- |
- |
|
Black/African/ Caribbean/Black British |
- |
- |
- |
- |
|
Other Ethnic group, including Arab |
- |
- |
- |
- |
|
Not specified/ prefer not to say |
- |
- |
- |
- |
As shown in the tables above, the Board has met the gender-based diversity targets but has not met the ethnicity-based diversity target. The Board supports the principle of boardroom diversity, of which gender and ethnicity are important aspects. The Company's policy is that the Board should be comprised of Directors who collectively display the necessary balance of professional skills, experience, knowledge, perspectives and length of service and that appointments to the Board should be made on merit, against objective selection criteria, including diversity in its broadest sense.
The objective of the Company's diversity policy is to have a broad range of professional skills, experience, knowledge backgrounds, approaches and length of service represented on the Board. The Board believes that this ensures that there is a breadth of perspectives among the Directors and the challenge needed to support good decision-making and, ultimately, will make the Board more effective in promoting the long-term sustainable success of the Company and generating value for shareholders. Consequently, achieving a diversity of perspectives and backgrounds on the Board is a key consideration in any Director search process.
As part of its 2025 annual performance review of the Board, the Remuneration and Nomination Committee debated whether it would be in shareholders' interests to recruit a Director that would allow the Board to meet the ethnicity-based diversity target referred to above and concluded that, based on the Company's then size, a Board of four Directors was appropriate and, accordingly, the recruitment of an ethnically diverse Director would either require an existing Director to stand down (noting all Directors had been in office for less than five years) or add additional cost for the Company. The Remuneration and Nomination Committee further concluded that shareholders’ interests would not be best served by recruiting a Director at that stage solely for the purpose of meeting the FCA’s ethnicity-based diversity target.
As explained in its Report, the Remuneration and Nomination Committee has since decided to initiate the process of recruiting an additional Director to the Board. Ethnic representation will be an important consideration in the recruitment process but, in accordance with the Company's diversity policy, the appointment will be made on merit with the objective of enhancing the overall capability and skill set of the Board.
Appointments to the Board
The Remuneration and Nomination Committee reviews at least annually the composition of the Board and its Committees, including the balance of professional skills, experience, knowledge, diversity (including age, gender, social and ethnic backgrounds and cognitive and personal strengths) and length of service, and makes recommendations to the Board when it considers that a new Director should be recruited.
Once a decision has been taken by the Board to recruit a new Director, the Remuneration and Nomination Committee oversees the recruitment process. At the outset, the Committee reviews the current balance and diversity of the Board, identifies any specific professional skills, experience, knowledge and personal qualities that are required to ensure the continued effective operation of the Board and then sets objective selection criteria to ensure a formal and transparent appointment process. The Remuneration and Nomination Committee intends to use non-executive director recruitment consultants when recruiting new Directors. Following the creation of a shortlist of candidates, the decision-making process will be based on merit, with due consideration of the objective selection criteria identified.
When considering new appointments, the Remuneration and Nomination Committee also takes into account other demands on the candidates' time. In advance of joining the Board, successful candidates will be asked to confirm any existing significant commitments with an indication of the time involved and to confirm that they are able to allocate sufficient time to the business of the Company and that there are no situations where they have, or could have, a direct or indirect interest that conflicts, or possibly could conflict, with the Company's interests.
Directors are not appointed for any specific term and are subject to election at the first AGM following their appointment and, thereafter, annual re-election at AGMs and may resign by notice in writing to the Board at any time. At the time of appointment, a new Director receives a letter of appointment that sets out their duties and obligations. Copies of the letters of appointment of the current Directors are available for inspection at the Company's registered office and at each AGM.
Board induction and training
New Directors receive an induction on joining the Board covering the Company's strategy, policies, operational structure and governance, which is coordinated by the Company Secretary. In addition, new Directors are briefed fully about the Company's strategy and portfolio by the Investment Manager.
The Company Secretary is charged with assisting in the ongoing training and development of all Directors, including providing the Directors with details of the Company's regulatory and statutory obligations (and changes thereto). Directors are able to receive training or additional information on any specific subject pertinent to their role as a Director that they request or require. The Directors are encouraged to participate in relevant industry events and to attend any other relevant seminars and conferences, if necessary, at the Company's expense.
Information and support
To enable the Board to function effectively and the Directors to discharge their responsibilities, the Directors are regularly updated on investment, financial, investor and other stakeholder engagement and other matters. In addition to periodic reporting at scheduled Board and Committee meetings, the Directors receive, and may request, ad hoc information from the Investment Manager, Administrator and other key service providers.
The Directors have access to the advice and services of the Administrator. In addition, there is a procedure in place for Directors to take independent professional advice at the Company's expense should this be required to aid them in their duties. No such independent professional advice was sought during the year under review.
Time commitment
All Directors are aware of the need to allocate sufficient time to the Company in order to discharge their responsibilities effectively. Directors must obtain prior approval from the Board when they take on any additional external appointments and it is their responsibility to ensure that such appointments will not prevent them meeting their time commitments to the Company.
Election and re-election by shareholders
Directors are required to stand for election at the first AGM following their appointment and for annual re-election at each subsequent AGM. Directors' appointments are reviewed by the Remuneration and Nomination Committee ahead of their submission for election or re-election, with submission being contingent on satisfactory performance and their willingness to continue to act.
If, at a general meeting at which a Director retires, the Company neither re-elects that Director nor appoints another person to the Board in the place of that Director, the retiring Director shall, if willing to act, be deemed to have been re-elected unless at the general meeting it is resolved not to fill the vacancy or a resolution for the re-election of the Director is put to the meeting and not passed.
All of the Directors will retire at the forthcoming AGM and are willing to continue to act. Having considered their effectiveness, demonstration of commitment to the role, attendance at meetings and contribution to the Board's and Committees' deliberations, the Board has approved the nomination for re-election of all of the Directors.
Board tenure
The Board's policy on Director, including Chair, tenure is that a Director should normally serve no longer than nine years but, where it is in the best interests of the Company, its shareholders and other stakeholders, a Director may serve for a limited time beyond that.
The Board believes that the continuity of experience and knowledge of its Directors is important and that a suitable balance requires to be struck with the need for refreshing the professional skills and experience of the Board. The Board believes that some limited flexibility in its approach to Director, including Chair, tenure will enable it to manage succession planning more effectively.
Succession planning
The Remuneration and Nomination Committee is responsible for succession planning and its approach to succession planning is explained in its Report.
Annual Performance Review and Evaluations
Board, Committees, Chair and individual Directors
Details on the annual performance review of the Board, its standing Committees, the Chair and individual Directors, conducted by the Remuneration and Nomination Committee, are included in that Committee's Report. Having considered the Committee's report and recommendations, the Board accepted all the Committee's recommendations.
The Company became a FTSE 250 Index constituent in June 2026. Accordingly, it is anticipated that an externally facilitated Board performance review will be undertaken in or before 2029.
Investment Manager
Details on the annual evaluation of the Investment Manager, conducted by the Management Engagement Committee, are included in that Committee's Report. Having considered the Committee's report and recommendations, the Board believes that the continued appointment of the Investment Manager on the terms agreed is in the interests of shareholders as a whole.
Administrator and other key service providers
Information on the annual evaluations of the Administrator and other key service providers is included in the Management Engagement Committee Report. Having considered the Committee's report and recommendations, the Board accepted all the Committee's recommendations.
Risk Management and Internal Controls
A critical factor in achieving the long-term sustainable success of the Company is understanding the risks that the Company faces and ensuring that controls are in place to manage and mitigate them. The Company's principal and emerging risks, together with details of how we seek to manage and mitigate them, are set out in the Strategic Report. The Company's financial risks are discussed in note 15 to the financial statements.
Responsibility for risk management and internal controls
The Board is responsible for determining the nature and extent of the principal and emerging risks the Company is willing to take in order to achieve its long-term strategic objectives. The Board is also responsible for maintaining the Company's systems of risk management and internal controls (such as financial, operational, reporting and compliance controls).
Risk management and internal control systems
The Board, through the Audit Committee, has established, in conjunction with the Investment Manager and Administrator, an ongoing process that is designed to identify, manage and mitigate on a timely basis both the principal and emerging risks inherent to the Company's business and activities and safeguard the Company's assets. The process takes into account that the Company has delegated its day-to-day activities to the Investment Manager and Administrator and has clearly defined their roles, responsibilities and authorities. The Investment Manager, which is regulated by the FCA, and Administrator have their own risk management and internal control systems that operate on an ongoing basis. The Administrator has an annual type 2 report produced under the International Standard on Assurance Engagements (ISAE) 3402, which entails an independent rigorous examination and testing of its controls and processes.
The Company has a risk-based approach to risk management and internal controls through a detailed matrix that identifies each of the key risks associated with the Company's business and activities and the controls employed to mitigate those risks. Accordingly, the process seeks to manage rather than eliminate the risk of failure to achieve the Company's business objectives and provides reasonable, but not absolute, assurance against material misstatement or loss.
The Audit Committee is responsible for monitoring and regularly reviewing the Company's risk management and internal control framework, including the risk matrix, and reports its findings and conclusions to the Board. Where changes in risk are identified during the year, the risk matrix is updated as appropriate and an assessment made as to whether further action is required to manage and/or mitigate the changes identified and then the updated risk matrix is recommended by the Audit Committee to the Board for approval.
The Board, either directly or through the Audit Committee, oversees the ongoing performance and actions of the Investment Manager and Administrator at scheduled meetings and, as required, at ad hoc meetings. At the scheduled Board and Audit Committee meetings, the Investment Manager reports on the performance and valuation of the Company's investments, activities since the last scheduled meetings, any specific new or merging risks identified relating to the Company's investment activities and cash projections and the Administrator reports on the Company's corporate activity and financial, compliance, governance, legal and regulatory matters. The Board also receives updates from the Investment Manager and Administrator on material developments affecting the Company's business, activities or investments between scheduled Board meetings.
The Board, Investment Manager and Administrator, together, review all financial performance and results notifications. In addition, the Investment Manager reports to the Board twice a year regarding the Company's longer-term viability, which includes financial sensitivities and stress testing of the business to ensure that the adoption of the going concern basis continues to be appropriate.
The Company is ultimately dependent upon the quality and integrity of the management and staff of the Investment Manager and Administrator. In each case, qualified and able individuals have been selected at all levels. The Investment Manager and Administrator are aware of the Company's risk management and internal controls relevant to their activities and are collectively accountable for the operation of those controls.
Each year a detailed review of the quality of services and performance of the Investment Manager, Administrator and other key service providers pursuant to their terms of engagement is undertaken by the Management Engagement Committee.
The Company's risk management and internal control systems accord with the AIC Code and the FRC's 'Guidance on Risk Management, Internal Control and Related Financial and Business Reporting' and did not change materially throughout the year and up to the date of this Report.
Effectiveness of risk management and internal controls
The AIC Code requires the Board to review the effectiveness of the Company's systems of risk management and internal controls at least annually. At its October 2026 meeting, the Audit Committee carried out an annual assessment of the Company's risk management and internal controls for the year ended 30 June 2026 and took into account events since the year end. The Committee determined that the risk management and internal controls were operating effectively and as expected.
Based on the ongoing work of the Audit Committee in monitoring the risk management and internal control systems on behalf of the Board and the Audit Committee's report to the Board on its findings and conclusions regarding those systems, the Board:
- is satisfied that it has carried out a robust assessment of the principal and emerging risks facing the Company, including those that could threaten its business model, future performance, solvency, liquidity or reputation; and
- has reviewed the adequacy and effectiveness of the risk management and internal control systems and no significant failings or weaknesses were identified.
Internal Audit Function
For the reasons stated in the Audit Committee Report, the Board does not currently consider that an internal audit function is required.
Relations with Shareholders and Other Stakeholders
We place great importance on communication with shareholders and potential investors, as well as with the Investment Manager, Administrator and other key stakeholders. Details of our engagement with all of the Company's key stakeholders and examples of how we had regard to those stakeholders in our decision-making processes during the year are set out in the Strategic Report. In addition, the Chairs of the Board's standing Committees will seek to engage with shareholders on significant matters related to their areas of responsibility.
The Board recognises that relationships with service providers and other suppliers are enhanced by prompt payment and the Administrator, in conjunction with the Investment Manager, ensures all payments are processed within the contractual terms agreed with individual suppliers.
Approval
This Corporate Governance Report was approved by the Board on 14 October 2026.
On behalf of the Board:
Dr Will Whitehorn OBE
Chair
14 October 2026
Audit Committee ReportI am pleased to present my report as Chair of the Audit Committee. All Board members are also members of the Committee.
The Committee members have considerable business and financial experience. In particular, I am a Fellow of the Institute of Chartered Accountants in England and Wales. The AIC Code permits the Chair of the Board to be a member of the Committee and the Board believes that Will Whitehorn's SpaceTech industry experience and knowledge is a significant benefit to the Committee. The Board considers that the membership of the Committee as a whole has sufficient recent and relevant sector and financial experience to discharge the responsibilities of the Committee. All members of the Committee are independent of the Company's Auditor, Investment Manager and Administrator.
The role of the Committee is to assist the Board in protecting shareholders' interests through fair, balanced and understandable financial reporting, ensuring effective risk management and internal controls and maintaining an appropriate relationship with the Company's Auditor. The Committee operates to a forward-planned agenda linked to the Company's financial calendar. The Committee meets eight times a year (four valuation meetings and four meetings to, amongst other matters, approve the quarterly NAVs) and at such other times as the Committee Chair shall require.
Representatives of the Investment Manager and Administrator attend Committee meetings and the Committee Chair may invite other external specialists as and when deemed appropriate. The Auditor attends the Committee meetings at which the interim and year end valuations and Annual Report are considered and such other meetings as may be agreed with the Committee Chair. At least once a year the Committee meets with the Auditor without any representative of the Investment Manager or Administrator being present.
The Committee's authority and duties are clearly defined in its written terms of reference which are available on the Company's website (https://investors.seraphim.vc/). The terms of reference include all matters indicated by the FCA's Disclosure Guidance and Transparency Rule 7.1 and the AIC Code. The terms of reference are reviewed at least annually.
|
Key responsibilities
|
Principal Activities
The Committee met eight times during the year and two times in the subsequent period to the date of this Report. In addition, there was ongoing liaison and discussion between the Auditor (BDO LLP), Investment Manager, Administrator and me with regard to the audit approach and progress and other matters pertinent to the Committee.
The main matters reviewed and discussed at the Committee’s meetings included:
- the Investment Manager's valuation approach and the quarterly valuations of the Company's investments prepared by the Investment Manager;
- SSIT's key risks, including emerging risks, and its risk matrix;
- the adequacy and effectiveness of the Company's risk management and internal control systems;
- SSIT's costs budget and costs incurred relative to budget;
- SSIT's ability to continue as a going concern and its longer-term viability;
- SSIT's periodic financial statements, including accounting policies;
- the format and content of the Annual and Interim Reports, associated results announcements and related matters;
- whether there is a need for an internal audit function;
- the Financial Reporting Council's latest Annual Review of Audit Quality, including the appendix relating to BDO LLP;
- the Auditor's independence, fee and terms of engagement;
- the audit plan of the Auditor and its implementation; and
- planning for the implementation of Provision 34 of the AIC Code with effect from the Company's financial year starting on 1 July 2026.
Significant Areas of Judgement
The most significant risk of misstatement of the Company's financial statements relates to the valuations of its private company investments, which are held at fair value through profit or loss and represent a significant proportion of the Company's net assets (80.0% as at 30 June 2026), as the valuation process includes the use of estimates, assumptions and judgements. Whilst the Administrator calculates the NAV, the most significant input to calculating the NAV is the valuations of the Company's investments, which are prepared by the Investment Manager. Accordingly, there is also an inherent risk of management override as the Investment Manager's performance fee is calculated based on NAV (see note 5 to the financial statements for details of the performance fee). Valuations are subject to review by the Committee and approval by the Board.
The Company's private company investments are predominantly early or growth stage companies. Valuations are prepared in accordance with the IPEV Valuation Guidelines and the Investment Manager's valuation policy, which is formally reviewed by the Audit Committee on at least an annual basis and is approved by the Board. The Investment Manager's approach to valuation of investments is outlined in its Report to the financial statements respectively.
On a quarterly basis, the Investment Manager provides a detailed analysis of the proposed valuations of the Company's investments with supporting materials. These are initially reviewed and discussed in detail by the Committee at a valuation meeting and the Committee, as necessary, challenges the analysis and supporting materials, including the methodology and integrity of the valuations, and may request additional information. The final proposed valuations are then considered by the Committee at its meeting to approve the quarterly NAV. Once the Committee has satisfied itself that the key estimates, assumptions and judgements used in the valuations are appropriate and that the investments have been fairly valued, it recommends the valuations for approval by the Board.
The Auditor has explained the results of its audit work on valuations in its Report. There were no adjustments proposed that were material in the context of this Annual Report as a whole.
Risk Management and Internal Controls
Under the AIC Code, the Board is required to establish procedures to manage risk, oversee the internal control framework and determine the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives. A principal role of the Committee is to assist the Board in this regard. Details of the Company's risk management and internal controls framework are set out under 'Principal Risks and Uncertainties'. The Company's principal and emerging risks, together with details of how the Board seeks to manage and mitigate them, are also set out under 'Risk and Risk Management'. The Committee continued to monitor the effectiveness of the Company's risk management and internal control framework during the year, making changes as required.
The AIC Code requires the Board to review the effectiveness of the Company's risk management and internal controls systems at least annually. At its October 2026 meeting, the Committee carried out an annual assessment of the Company's risk management and internal control systems for the year ended 30 June 2026 and took into account events subsequent to the year end. No significant weaknesses in the systems were identified and the Committee concluded that they were operating effectively and as expected.
Financial Reporting
The primary role of the Committee in relation to financial reporting is to review, with the Administrator, Investment Manager and, in the case of the Annual Report, Auditor, and report to the Board on the integrity of the financial statements and the appropriateness of the Annual or Interim Report, as appropriate, 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 are applied or where there have been discussions with the Auditor, including the valuation of unlisted investments and going concern and viability statements;
- the Company's longer-term viability;
- whether the strategic report in the Annual Report includes a fair review of the development and performance of the business and financial position of the Company, together with a description of the principal and emerging risks and uncertainties that it faces; and
- whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
To aid its review, the Committee considers reports from the Administrator and Investment Manager and, in relation to the Annual Report, the report from the Auditor on the outcome of its annual audit. Information on the assessment of the Company’s longer-term viability is set out in the Strategic Report.
Having completed a comprehensive review of this Annual Report and made enquiries of the various parties involved in its preparation, the Committee concluded that this Annual Report, taken as a whole, is fair, balanced and understandable and provides the necessary information for shareholders to assess the Company's financial position, performance, business model and strategy. The Committee reported its conclusion to the Board.
Internal Audit
The Committee considers at least once a year whether there is a need for an internal audit function. Currently, the Committee does not consider there to be a need for an internal audit function on the basis that the Company has no employees and all outsourced functions are with parties who have their own internal controls and procedures. The Management Engagement Committee regularly reviews the performance of the Investment Manager, Administrator and other key service providers and their risk and control processes.
Auditor
BDO LLP was appointed as the Company's Auditor following its incorporation. The reappointment of the Auditor is subject to annual shareholder approval at the AGM. There are no contractual obligations restricting the choice of Auditor and the Company will put the audit services contract out to tender at least every 10 years. In accordance with professional guidelines, the Company's statutory auditor will be rotated at least every five years. Eran Wieder, the Company's current statutory auditor, has now completed his fifth year in the role and will be replaced by Peter Smith following the completion of this audit.
To form a view on audit quality and the effectiveness of the external audit process, the Committee reviewed and considered:
- the Auditor's fulfilment of the agreed audit plan and variations from it;
- discussions or reports highlighting the major issues that arose during the course of the audit;
- the Committee's own observations and interactions with the Auditor and feedback from the Administrator and Investment Manager on the performance of the audit team, including:
- the audit team's understanding of the Company's business and activities;
- the level of diligence, professional scepticism and challenge offered by the audit team;
- the technical competence, skills, experience and overall quality of the audit team;
- the timeliness of delivering the tasks required for the audit and reporting to the Committee;
- the overall quality of the service; and
- the overall robustness of the audit.
Following this review, the Audit Committee was satisfied that BDO LLP had carried out its duties in a diligent and professional manner and provided a high level of service.
The Committee monitors the Auditor's independence through three aspects of its work:
- its policy regulating the non-audit services that may be provided by the Auditor to the Company;
- assessing the appropriateness of the fees paid to the Auditor for all work undertaken by it; and
- reviewing the information and assurances provided by the Auditor on its compliance with the relevant ethical standards.
Details of the audit fees paid to BDO LLP in respect of the year under review and the prior year are set out in note 6 to the financial statements. During the last three financial years, there were no payments made to BDO LLP for non-audit services.
The Committee considered BDO LLP to be independent of the Company. BDO LLP confirmed that all its partners and staff involved with the audit were independent of any links to the Company and that these individuals had complied with BDO LLP's ethics and independence policies and procedures which are fully consistent with the Financial Reporting Council's Ethical Standards.
The Committee also considered the findings regarding BDO LLP in the FRC's 2026 Annual Review of Audit Quality. The FRC concluded that BDO LLP's inspection results continue to be lower than for the other largest firms. However, following discussions with BDO LLP, the Committee was satisfied that BDO LLP was committed to addressing the issues identified by the FRC with urgency and transparency and that those issues were not directly relevant to the process for auditing the Company’s financial statements. Further, the Committee has recommended to the Board that BDO LLP be reappointed as Auditor for the year ending 30 June 2027. Accordingly, a resolution proposing the reappointment of BDO LLP as the Auditor will be put to shareholders at the 2026 AGM.
In line with the recommendations under the Audit Committees and the External Audit – Minimum Standard, as published by the FRC, the Committee will continue to monitor the performance of the Auditor on an annual basis and will consider its independence and objectivity, taking account of appropriate guidelines. In addition, the Committee Chair will continue to maintain regular contact with the lead audit partner outside the formal Committee meeting schedule, not only to discuss formal agenda items for upcoming meetings, but also to review any other significant matters.
Annual Review of Committee
The Audit Committee's composition and performance are assessed annually as part of the Board's annual performance review undertaken by the Remuneration and Nomination Committee (see the Remuneration and Nomination Committee Report for further information). Having completed the annual performance review in May 2026, the Remuneration and Nomination Committee concluded that the Audit Committee had the right balance of membership in terms of breadth of professional skills, experience and knowledge relevant to the Company's structure and strategy and was operating effectively with the appropriate level of diligence and challenge.
Approval
This Audit Committee Report was approved on 14 October 2026.
On behalf of the Committee:
Angela Lane
Audit Committee Chair
14 October 2026
Management Engagement Committee Report
I am pleased to present my report as Chair of the Management Engagement Committee. All Board members are also members of the Committee.
The Committee's authority and duties are clearly defined in its written terms of reference which are available on the Company's website (https://investors.seraphim.vc/). The terms of reference are reviewed at least annually.
The Committee meets once a year and at such other times as the Committee Chair shall require. It met once during the year.
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Key responsibilities
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Principal Activities During the Year
Evaluation of the Investment Manager
The performance of the Investment Manager is considered at every Board meeting, with a formal evaluation by the Committee at least once each year. To assist in ongoing monitoring, the Board receives detailed reports and views from the Investment Manager on the Company's investment strategy, investment portfolio and pipeline (including associated risks) and investment performance.
The Committee met in May 2026 for the purpose of the formal annual evaluation of the Investment Manager's performance and to review the terms of the Investment Management Agreement (details of which are included under 'Investment Manager' and in note 5 to the financial statements), including the fee and notice to terminate provisions. The Committee reviewed a detailed questionnaire completed by the Investment Manager, which included sections on the Investment Manager's systems, controls and policies. The results of the detailed questionnaire completed by the Directors and the Investment Manager in connection with the annual Board performance review, to the extent that they were relevant to the Investment Manager evaluation, were also reviewed. Other factors reviewed included:
- depth, quality and continuity of the Investment Manager's team responsible for the Company;
- investment results achieved to date;
- the Investment Manager's engagement with the Board, investors and other key stakeholders;
- the Investment Manager's ongoing commitment to promoting the Company;
- the Investment Manager's compliance with contractual arrangements and duties, including compliance with the Company’s investment policy;
- the methodology and level of the management and performance fees (see note 5 to the financial statements for details) having regard to those of comparable listed investment companies; and
- the Investment Manager's culture and its strategy and goals for developing its business.
Following its review, the Committee concluded that the Investment Manager was performing well against the requirements set by the Board and that it was satisfied, in all material respects, with the services provided by, performance of and support from the Investment Manager and also with the interaction between the Board and the Investment Manager.
The Committee concluded that, in its opinion, the continuing appointment of the Investment Manager on the terms agreed was in the best interests of shareholders as a whole and recommended this to the Board. The Board agreed with the Committee's recommendation and approved the continuing appointment of the Investment Manager on the terms agreed.
Evaluation of other key service providers
The performance of the Company's other key service providers is monitored by the Board on an ongoing basis and formally evaluated by the Committee at least once a year, with a key focus on the Administrator and Company Secretary.
At its meeting in May 2026, the Committee undertook the formal annual evaluation of the other key service providers' performance and reviewed their respective remuneration. The Committee reviewed the detailed questionnaires completed by the other key service providers, which included sections on their systems, controls and policies. In most instances, relationships with the other key service providers are managed by the Investment Manager and/or Administrator and Company Secretary on behalf of the Board and the Committee considered feedback received from them regarding the levels of service provided by, and relationships with, the other key service providers.
The Committee was satisfied, in all material respects, with the levels of service provided by the other key service providers. The Committee concluded that, in its opinion, the continuing appointments of the other key service providers on the terms agreed remained appropriate and in the best interests of the Company and recommended this to the Board. The Board agreed with the Committee's recommendations and approved the continuing appointments of the other key service providers on the terms agreed.
Annual Review of Committee
The Management Engagement Committee's composition and performance are assessed as part of the Board's annual performance review undertaken by the Remuneration and Nomination Committee (see the Remuneration and Nomination Committee Report for further information). Having completed the annual performance review in May 2026, the Remuneration and Nomination Committee concluded that the Management Engagement Committee had the right balance of membership and was discharging its duties effectively.
Approval
This Management Engagement Committee Report was approved on 14 October 2026.
On behalf of the Committee:
Christina McComb OBE
Management Engagement Committee Chair
14 October 2026
Remuneration and Nomination Committee Report
I am pleased to present my report as Chair of the Remuneration and Nomination Committee. All Board members are also members of the Committee. Individual Directors are not involved in decisions connected with their own appointments and remuneration.
The Committee's authority and duties are clearly defined in its written terms of reference which are available on the Company's website (https://investors.seraphim.vc/). The terms of reference are reviewed at least annually.
The Committee meets once a year and at such other times as the Committee Chair shall require. It met twice during the year.
|
Key responsibilities
|
Principal Activities During the Year
Annual performance review of Board, Committees and Directors
The Committee ensures that there is a formal and rigorous annual review of the performance of the Board, its standing Committees, the Chair and other individual Directors.
The review, which was facilitated by the Company Secretary and undertaken during May 2026, consisted of performance appraisals, questionnaires and discussions to determine effectiveness and performance in various areas. The areas considered included (a) the composition, knowledge, professional skills and independence of the Board and its standing Committees, (b) governance and processes, (c) the contributions of individual Directors to the work of the Board and its standing Committees, (d) the relationships and communication between the Directors, as well as between the Board and the Investment Manager, the Administrator and other key service providers, (e) investment matters, (f) shareholder engagement, (g) delivering shareholder value and (h) key priorities for the financial year ending 30 June 2027. The Committee also sought the views of the Investment Manager as part of the review process. The performance review of the Chair was led by me as the Company's Senior Independent Director and Chair of the Committee.
Following consideration and discussion of the performance review results, the Committee concluded, at its scheduled meeting in May 2026, that:
- each Director continued to be independent in character and judgement, their professional skills, experience and knowledge were a significant benefit to the Board and its Committees and they had demonstrated their ability to commit the time required to fulfil their responsibilities;
- the Directors (individually and collectively as the Board and members of the Committees) had been operating effectively;
- the Board and each of its Committees had a good balance of relevant professional skills, experience and knowledge relevant to the Company's structure and strategy; and
- there were no specific additional training requirements for any of the Directors.
The Committee was cognisant that the Board does not currently have at least one member from a minority ethnic background (contrary to the FCA's target for listed companies) and had a robust debate as to whether to recruit specifically an ethnically diverse Director in the near future. The Committee also noted that all Directors had been in office for approximately five years. Given the Company’s potential inclusion in the FTSE 250 Index later in the year and as part of the Committee’s succession planning discussions, the Committee concluded a Board of four Directors was no longer appropriate and, accordingly, the recruitment of an additional Director should be initiated, with the intention of appointing a fifth Director during the current financial year. The Committee supports the principle of boardroom diversity, including ethnic diversity, and ethnic representation will be an important consideration during the recruitment process for the new Director. However, in accordance with the Company's diversity policy, the appointment will be made on merit, with due consideration of the objective selection criteria identified.
The Committee agreed that the proposed re-election of each Director at the 2026 AGM should be recommended.
The Committee made recommendations to the Board based on the outcome of its deliberations.
Annual review of Directors' remuneration
Details of the annual review of Directors' fees and its outcome can be found in the Directors' Remuneration Report.
Other routine activities
The Committee also reviewed:
- the Board's policies on diversity and Board tenure and recommended them to the Board for approval (see 'Board diversity' and 'Board tenure' for details of these policies, as approved by the Board);
- the Board's succession plan; and
- the Directors' remuneration policy, which is set out in the Directors' Remuneration Report.
Succession Planning
The tenure of all Directors, including the Chair, is expected not to exceed nine years unless exceptional circumstances warrant, such as to allow for phased retirements of the current Directors who were all appointed at, or shortly after, the Company's IPO in 2021. The Committee considers succession planning annually and has developed a succession plan that seeks to achieve an appropriate balance between preservation of experience and knowledge and bringing in fresh ideas and perspectives and is consistent with the Company's policies on Board tenure and diversity. The succession plan envisages that there may be temporary increases in the number of Directors to ensure an orderly handover of, in particular, the roles of Chair and Chair of the Audit Committee. Notwithstanding the succession plan, the continuation of each Director’s term remains subject to annual shareholder approval.
The aim of the Company's succession plan is:
- to preserve continuity by phasing the retirement of the current Directors so that they do not all retire at once after serving nine years; and
- to ensure the necessary balance of professional skills, experience, perspectives and length of service is maintained.
In line with our commitment to robust governance and continuity, we anticipate the succession of the original Directors will be staggered and take place in the coming years to ensure a seamless transition whilst maintaining the strategic direction of the Company. The process for recruiting additional Directors is described under 'Appointments to the Board'.
Annual Review of Committee
The Committee's composition and performance are assessed as part of the annual Board performance review. As noted above, the last review was completed in May 2026, with the Committee concluding it was operating effectively with the right balance of membership and professional skills.
Approval
This Remuneration and Nomination Committee Report was approved on 14 October 2026.
On behalf of the Committee:
Sue Inglis
Remuneration and Nomination Committee Chair
14 October 2026
Directors' Remuneration Report
This Report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. By law, the Company's Auditor is required to audit certain of the disclosures provided in this Report. Where disclosures have been audited, they are indicated as such.
Annual Statement from the Chair of the Board
The Company's remuneration policy, which is set out below, is subject to shareholder approval every three years or sooner if an alteration to the policy is proposed. The remuneration policy was approved at the AGM held on 25 November 2025 and, accordingly, is subject to approval at the AGM in 2028.
The Remuneration and Nomination Committee reviews the level of Directors’ fees at least annually, having regard to the remuneration policy. For the year ended 30 June 2026, each Director was paid a fee of £54,400. Whilst the Company's flat fee structure has served SSIT well since its IPO, it is unusual. In reviewing the fees for the current financial year, the Committee was mindful that the intention is to recruit an additional Director during the year and to implement the succession plan for the current Directors over subsequent financial years. The Committee concluded that it would be prudent to move to a more conventional fee basis which takes into account the duties, responsibilities and required time commitment of each Director based on their respective roles to ensure that the Company can offer a competitive level of remuneration necessary to attract, retain and motivate Directors of the calibre required to govern the Company successfully.
The Remuneration and Nomination Committee's review of the level of Directors' fees for the year ending 30 June 2027 included:
- analysing Directors' fees paid by alternative investment companies and technology investment companies meeting the following criteria: (a) their shares are traded on the London Stock Exchange's main market; (b) they are not self-managed or in run-off; and (c) if they were not in the AIC's growth capital sector, they had gross assets between £500m and £1.5bn (this resulted in a 'peer group' of 26 companies);
- consideration of the AIC's paper regarding director remuneration for investment company directors published in July 2026;
- an assessment of duties, responsibilities and ongoing workload, taking into account the increasingly complex valuations of SSIT's private company investments as they mature and the growing legal, regulatory and reporting requirements;
- consideration of the Company’s performance;
- having regard to the macroeconomic environment and inflation;
- having regard to the significant increase in the size of the Company since IPO through a combination of strong investment performance and the C share issue earlier in the year and its resulting admission to the FTSE 250 Index in June 2026; and
- consultation with the Company's corporate brokers in relation to their experiences of current market practice and investor expectations.
The Remuneration and Nomination Committee concluded that, to bring the Directors’ fees more in line with current market practice and levels, the Directors’ fees for the current financial year should be as follows:
- base Director’s fee: £52,000 per annum (2026: £54,400 per annum).
- Chair of the Board: an additional fee of £16,000 per annum (2026: n/a), so £68,000 in total;
- Chair of the Audit Committee: an additional fee of £8,000 per annum (2026: n/a), so £60,000 in total;
- Senior Independent Director: an additional fee of £6,000 per annum (2026: n/a), so £58,000 in total; and
- Chair of the Nomination Committee or Remuneration and Nomination Committee: an additional fee of £4,000 per annum (2026: n/a), so £56,000 in total;
provided that no Director will be entitled to more than one additional fee and, where any Director performs more than one of the defined roles, they will be entitled to the highest additional fee applicable to those roles. The Board accepted the Remuneration and Nomination Committee's conclusions and recommendations.
Based on the Remuneration and Nomination Committee's conclusions, the aggregate fees payable to the current Directors for the year ending 30 June 2027 will be £242,000, a year-on-year increase of 11.2%. It should be noted, however, that the Directors' fees remained unchanged for the first three financial years following SSIT's IPO. Had the Directors' fees been increased in line with inflation since IPO, the aggregate fees payable for the year ending 30 June 2027 would be £258,000.
Remuneration Policy
It is the Company's policy to determine the level of Directors' fees which should be sufficient to attract and retain Directors with appropriate professional skills and experience necessary for the effective stewardship of the Company and the expected contribution of the Board as a whole in achieving the Company's objectives. The time committed to the Company's business and the specific responsibilities of individual Directors are taken into account. The policy aims to be fair and reasonable in relation to the level of fees payable to non-executive directors of comparable investment companies and other investment companies of similar size and complexity as the Company.
The Company's Articles of Association limit the aggregate fees payable to the Directors to £500,000 per annum (any change to that limit requires shareholder approval). Within that limit, it is the responsibility of the Board as a whole to determine and approve the Directors' fees, following a recommendation from the Remuneration and Nomination Committee. The fees are fixed and payable in cash, quarterly in arrears. Annual fees are pro-rated where a change takes place during a financial year. Directors have no entitlement to pensions or pension-related benefits, medical or life insurance schemes, share options or long-term incentive schemes.
The Directors’ fee rates are reviewed by the Remuneration and Nomination Committee at least annually, but reviews will not necessarily result in a change to the rates. In exceptional circumstances, where an individual Director is required to undertake further specific work on behalf of the Company which is outside of their normal duties and requires a meaningful time commitment, the Remuneration and Nomination Committee may determine that an additional fee is appropriate. Any such fees will be subject to Board approval and considered on a case-by-case basis and details of any such fees and the associated work undertaken will be disclosed in the Directors’ Remuneration Report in the next Annual Report. Any feedback received from shareholders will be taken into account when setting fee rates. Directors abstain from voting on their own fees.
The Directors are entitled to the reimbursement of reasonable fees and expenses incurred by them in the performance of their duties. Where expenses are recognised as a taxable benefit, a Director may receive the grossed-up costs of that expense as a benefit.
The Directors do not have service contracts. Each Director has signed a letter of appointment with the Company. The letters of appointment do not include any minimum period of notice of termination by either party or any provision for compensation for loss of office.
Annual Report on Directors' Remuneration (Audited Information)
The table below shows all remuneration earned by each individual Director during the year.
|
Role |
30 June 2026 £ |
30 June 2025 £ | |
|
Will Whitehorn |
Chair |
54,400 |
52,500 |
|
Sue Inglis |
Senior Independent Director and Remuneration and Nomination Committee Chair |
54,400 |
52,500 |
|
Angela Lane |
Audit Committee Chair |
54,400 |
52,500 |
|
Christina McComb |
Management Engagement Committee Chair |
54,400 |
52,500 |
|
Total |
217,600 |
210,000 |
None of the Directors received any taxable benefits or other remuneration or additional discretionary payments during the year from the Company (2025: £nil).
Changes in Directors' Remuneration
The table below shows the percentage changes in the level of Directors' fees from year to year since the Company's IPO in 2021.
|
Change - year ending /ended | |||||
|
30 June 2027 |
30 June 2026 |
30 June 2025 |
30 June 2024 |
30 June 2023 | |
|
Aggregate Directors’ remuneration |
11.2%(1) |
3.6% |
5.0% |
- |
- |
(1) For an explanation of this increase, see the ‘Annual Statement from the Chair’.
Relative Importance of Spend on Pay
The remuneration of the Directors with respect to the year totalled £217,600 (2025: £210,000). As explained under 'Target Returns and Dividend Policy', the Directors manage the Company's affairs to achieve shareholder returns through capital growth rather than income. Therefore, no dividends were declared or paid during the year (2025: none) and a comparison of amounts paid to Directors against distributions to shareholders would not be relevant.
Directors' Interests (Audited Information)
The Directors who held office during the year and their interests (including the interests of their connected persons, where applicable) in the ordinary shares and C shares of the Company at 30 June 2026 are shown in the table below. There have been no changes to the Directors' interests between 30 June 2026 and the date of this Report.
|
Ordinary shares |
C shares | |||
|
30 June 2026 |
30 June 2025 |
30 June 2026 |
30 June 2025 | |
|
Will Whitehorn |
169,000 |
150,000 |
57,450 |
- |
|
Sue Inglis |
50,000 |
50,000 |
30,000 |
- |
|
Angela Lane |
47,000 |
47,000 |
25,000 |
- |
|
Christina McComb |
57,283 |
57,283 |
20,000 |
- |
There are no requirements for the Directors to own shares in the Company.
Statement of Voting at Annual General Meeting
An ordinary resolution to approve the Directors' remuneration policy requires to be put to shareholders at least every three years and an advisory ordinary resolution to approve the Directors' Remuneration Report (excluding the Directors' remuneration policy) requires to be put to members at each AGM. The results of the last resolutions put to shareholders, which were both proposed on polls, were as set out in the table below.
|
Votes for |
Votes against |
Total votes |
Votes withheld | |||
|
No. |
% |
No. |
% |
No. |
No. | |
|
Approval of Directors' remuneration policy at 2025 AGM |
76,173,773 |
99.3 |
534,244 |
0.7 |
76,708,017 |
200,063 |
|
Approval of Directors' remuneration report (excluding Directors’ remuneration policy) for year ended 30 June 2025 at 2025 AGM |
76,384,231 |
99.6 |
330,316 |
0.4 |
76,714,547 |
193,533 |
Approval
This Directors' Remuneration Report was approved by the Board on 14 October 2026.
On behalf of the Board:
Dr Will Whitehorn OBE
Chair
14 October 2026
Directors' Responsibilities Statement
Responsibilities
The Directors are responsible for preparing the Annual Report, including the financial statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under company law, the Directors are required to prepare the Company's financial statements in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006. 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 for the Company for the relevant financial year.
In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with UK-adopted International Accounting Standards, 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; and
- prepare a Directors' report, strategic report and Directors' remuneration report which comply with the requirements of the Companies Act 2006.
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 enable them to ensure that the financial statements comply with the Companies Act 2006;
- safeguarding the assets of the Company and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities; and
- ensuring that the Annual Report, 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.
Website Publication
The Directors are responsible for ensuring the Annual Report and financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the UK governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors, which they have delegated to the Investment Manager. The Directors' responsibilities also extend to the ongoing integrity of the financial statements contained on the website.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
- the Company's financial statements have been prepared in accordance with UK-adopted International Accounting Standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company;
- the Strategic Report includes a fair review of the development and performance of the business and financial position of the Company, together with a description of the principal and emerging risks and uncertainties that it faces; and
- the Annual Report, including the financial statements, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
This responsibility statement was approved by the Board on 14 October 2026.
On behalf of the Board
Dr Will Whitehorn OBE
Chair
14 October 2026
Statement of Comprehensive IncomeFor the year ended 30 June 2026
|
Year ended 30 June 2026 |
Year ended 30 June 2025 | ||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total | ||
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 | |
|
Investment gains |
|||||||
|
Net gains on investments held at fair value through profit or loss |
9 |
- |
347,975 |
347,975 |
- |
56,581 |
56,581 |
|
- |
347,975 |
347,975 |
- |
56,581 |
56,581 | ||
|
Income |
|||||||
|
Dividend income |
4 |
- |
- |
- |
354 |
- |
354 |
|
Investment income |
4 |
325 |
- |
325 |
- |
- |
- |
|
325 |
- |
325 |
354 |
- |
354 | ||
|
Expenses |
|||||||
|
Management fee |
5 |
(4,034) |
- |
(4,034) |
(2,905) |
- |
(2,905) |
|
Performance fee |
5 |
- |
(53,965) |
(53,965) |
- |
- |
|
|
Other operating expenses |
6 |
(1,589) |
- |
(1,589) |
(1,582) |
- |
(1,582) |
|
Total expenses |
(5,623) |
(53,965) |
(59,588) |
(4,487) |
- |
(4,487) | |
|
Operating (loss)/profit for the year |
(5,298) |
294,010 |
288,712 |
(4,133) |
56,581 |
52,448 | |
|
Finance income |
|||||||
|
Interest income |
646 |
- |
646 |
537 |
- |
537 | |
|
Total finance income |
646 |
- |
646 |
537 |
- |
537 | |
|
(Loss)/profit for the year before tax |
(4,652) |
294,010 |
289,358 |
(3,596) |
56,581 |
52,985 | |
|
Tax |
7 |
- |
- |
- |
- |
- |
- |
|
(Loss)/profit and total comprehensive (expense)/income for the year |
(4,652) |
294,010 |
289,358 |
(3,596) |
56,581 |
52,985 | |
|
(Loss)/profit and total comprehensive (expense)/income attributable to: |
(4,695) |
294,010 |
289,315 |
(3,596) |
56,581 |
52,985 | |
|
C shareholders |
43 |
- |
43 |
- |
- |
- | |
|
Profit per share |
|||||||
|
Basic and diluted (losses)/earnings per ordinary share (pence) |
8 |
(1.98) |
123.95 |
121.97 |
(1.52) |
23.85 |
22.33 |
|
Earnings per C share (pence) |
8 |
0.03 |
- |
0.03 |
- |
- |
- |
All Revenue and Capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year or prior year.
The Total column of this statement is the profit and loss account of the Company, and the revenue and capital columns represent supplementary information prepared under guidance issued by the Association of Investment Companies.
Statement of Financial PositionAs at 30 June 2026
|
30 June 2026 |
30 June 2025 | ||
|
£'000 |
£'000 | ||
|
Note |
|||
|
Non-current assets |
|||
|
Investments at fair value through profit or loss |
9 |
560,101 |
259,821 |
|
560,101 |
259,821 | ||
|
Current assets |
|||
|
Investments classified as held for sale |
9 |
45,396 |
- |
|
Trade and other receivables |
10 |
559 |
100 |
|
Cash and cash equivalents |
11 |
152,881 |
21,513 |
|
198,836 |
|||
|
Non-current liabilities |
|||
|
Performance fee liability |
5, 12 |
(53,965) |
- |
|
(53,965) |
- | ||
|
Current liabilities |
|||
|
Trade and other payables |
12 |
(602) |
(311) |
|
(602) |
(311) | ||
|
Net assets |
704,370 |
281,123 | |
|
Equity |
|||
|
Share capital |
13 |
16,045 |
2,394 |
|
Share premium |
13 |
180,615 |
60,377 |
|
Treasury shares |
13 |
(987) |
(987) |
|
Retained profits |
335,521 |
46,163 | |
|
Special distributable reserve |
13 |
173,176 |
173,176 |
|
Total shareholders' funds |
704,370 |
281,123 | |
|
Shareholders' funds - ordinary shares |
570,438 |
281,123 | |
|
Number of ordinary shares in issue at year end |
14 |
237,198,584 |
237,198,584 |
|
Net asset value per ordinary share |
14 |
240.49 |
118.52 |
|
Shareholders' funds - C shares |
133,932 |
- | |
|
Number of C shares in issue at year end |
14 |
136,508,663 |
- |
|
Net asset value per C share |
14 |
98.11 |
- |
The financial statements were approved and authorised for issue by the Board of Directors on 14 October 2026 and signed on its behalf by:
Will Whitehorn Sue Inglis
Chair Director
Registered Company Number 13395698
Statement of Changes in Equity|
For the year ended 30 June 2026 |
|||||||
|
Retained (losses)/earnings |
|||||||
|
Share capital |
Share premium |
Treasury shares |
Special distributable reserve |
Revenue |
Capital |
Total | |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 | |
|
Total shareholders' funds at 1 July 2025 |
2,394 |
60,377 |
(987) |
173,176 |
(16,111) |
62,274 |
281,123 |
|
C shares issued |
13,651 |
122,858 |
- |
- |
- |
- |
136,509 |
|
C share issue costs |
- |
(2,620) |
- |
- |
- |
- |
(2,620) |
|
Total comprehensive (expense)/income for the year – ordinary shares |
- |
- |
- |
- |
(4,695) |
294,010 |
289,315 |
|
Total comprehensive income for the year – C shares |
- |
- |
- |
- |
43 |
- |
43 |
|
Total shareholders’ funds at 30 June 2026 |
16,045 |
180,615 |
(987) |
173,176 |
(20,763) |
356,284 |
704,370 |
|
For the year ended 30 June 2025 |
|||||||
|
Retained (losses)/earnings |
|||||||
|
Share capital |
Share premium |
Treasury shares |
Special distributable reserve |
Revenue |
Capital |
Total | |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 | |
|
Total shareholders' funds at 1 July 2024 |
2,394 |
60,377 |
(987) |
173,176 |
(12,515) |
5,693 |
228,138 |
|
Total comprehensive (expense)/income for the year |
- |
- |
- |
- |
(3,596) |
56,581 |
52,985 |
|
Total shareholders’ funds at 30 June 2025 |
2,394 |
60,377 |
(987) |
173,176 |
(16,111) |
62,274 |
281,123 |
For the year ended 30 June 2026
|
For the year ended |
For the year ended | |||
|
30 June 2026 |
30 June 2025 | |||
|
Note |
£'000 |
£'000 | ||
|
Cash flows from operating activities |
||||
|
Profit for the year before tax and dividends received |
289,358 |
52,631 | ||
|
Adjustments for: |
||||
|
Investment income |
4 |
(325) |
- | |
|
Dividends received |
4 |
- |
354 | |
|
Foreign currency cash movement |
(288) |
188 | ||
|
Purchase of investments |
9 |
(3,586) |
(14,233) | |
|
Disposal of investments |
9 |
6,210 |
12,492 | |
|
Unrealised movement in fair value of investments |
9 |
(374,292) |
(53,851) | |
|
Realised losses/(gains) on disposal of investments |
9 |
26,317 |
(2,730) | |
|
Movement in performance fee liability |
12 |
53,965 |
||
|
Movement in payables |
12 |
202 |
(133) | |
|
Movement in receivables |
10 |
(459) |
(2) | |
|
Net cash used in operating activities |
(2,898) |
(5,284) | ||
|
Cash flows from financing activities |
||||
|
Proceeds of share capital issuance |
136,509 |
- | ||
|
Payment of issue costs |
(2,531) |
- | ||
|
Net cash generated from financing activities |
133,978 |
- | ||
|
Net movement in cash and cash equivalents during the year |
131,080 |
(5,284) | ||
|
Cash and cash equivalents at the beginning of the year |
21,513 |
26,985 | ||
|
Exchange translation movement |
288 |
(188) | ||
|
Cash and cash equivalents at the end of the year |
152,881 |
21,513 |
Cash flows include bank interest received of £646k (30 June 2025: £537k) and dividends received of £Nil (30 June 2025: £354k).
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2026
1. General Information
The Company is an externally managed closed-ended investment company, incorporated in England and Wales on 14 May 2021 with registered number 13395698. The Company’s ordinary shares were admitted to trading on the London Stock Exchange’s main market on 14 July 2021. The Company’s C shares were admitted to trading on the London Stock Exchange’s main market on 12 May 2026.
2. Material Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied, unless otherwise stated.
Basis of preparation
These financial statements have been prepared on the historic cost basis, as modified for the measurement of certain financial instruments held at fair value through profit or loss and in accordance with UK-adopted International Accounting Standards and those parts of the Companies Act 2006 applicable to companies under International Financial Reporting Standards.
Where presentational guidance set out in the Association of Investment Companies Statement of Recommended Practice for the Financial Statements of Investment Trust Companies and Venture Capital Trusts (the ‘AIC SORP’) is consistent with the requirements of UK-adopted International Accounting Standards, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the AIC SORP. In particular, supplementary information which analyses the Statement of Comprehensive Income between items of revenue or capital nature has been presented alongside the total Statement of Comprehensive Income. The determination of whether an item should be recognised as revenue or capital is carried out in accordance with the principles and recommendations set out in the AIC SORP. The Directors have chosen to apply the non-allocation approach, so all indirect costs are charged to the revenue column of the Statement of Comprehensive Income. The performance fee is charged wholly to the capital column of the Statement of Comprehensive Income, reflecting that, under the terms of the Investment Management Agreement, the fee is determined by reference to the Company’s investment performance and growth in NAV above the applicable performance hurdle and high water mark.
In these financial statements, values are rounded to the nearest thousand (£’000), unless otherwise indicated.
Going concern
The Company’s cash balance at 30 June 2026 was £152.9m (2025: £21.5m), which was sufficient to cover its liabilities of £54.6m (2025: £0.3m) at that date and any foreseeable expenses for a period of at least 12 months from the date of approval of these financial statements, including in severe but plausible downside scenarios as described below.
The Company’s cash balance is comprised of cash held on deposit with substantial global financial institutions with strong credit ratings (see note 15) and the risk of default by the counterparties is considered extremely low. The major cash outflows of the Company are expected to be for the acquisition of new investments, which are discretionary, and the payment of the performance fee, which is subject to additional conditions, as detailed in note 5, before it becomes payable. The Company is closed-ended and there is no requirement for the Company to buy back or redeem shares.
The Directors have considered the Company’s income and expenditure which have been stress tested by 15% and adjusted for inflation. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for the foreseeable future.
High growth alternative investment companies continue to suffer from adverse investor sentiment towards risk assets. This, and market volatility driven by macroeconomic and geopolitical events, remain risks to the Company. The Directors and Investment Manager continue to consider the following specific key potential impacts:
• volatility in the fair value of investments; and
• uncertainty regarding the Company’s ability to raise additional capital and support its existing portfolio.
Having made enquiries, the Board is satisfied that the Company’s service providers have robust processes in place in order to continue to provide the required level of services to the Company, and to maintain compliance with laws and regulations, in the face of the challenges arising as a result of the weak macroeconomic environment. There have been no operational difficulties encountered or disruption in service to date.
Based on the assessment outlined above, including the various risk mitigation measures in place, the Directors do not consider that the impact of a weak global macroeconomic environment has created a material uncertainty over the assessment of the Company as a going concern.
On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
During the going concern assessment period ending 14 October 2027, an ordinary resolution will be proposed at the AGM in 2026 pertaining to the Company continuing as an investment company. Based on recent feedback received through regular shareholder engagement and the outlook for increased defence spend, the Directors believe there will continue to be demand for the Company’s shares and that the resolution will pass.
Segmental reporting
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors as a whole. The key measure of performance used by the Board to assess the Company’s performance and to allocate resources is the Company’s NAV, as calculated in accordance with UK-adopted International Accounting Standards, and, therefore, no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.
For management purposes, the Company is organised into one main operating segment, which invests predominantly in early and growth stage privately financed SpaceTech businesses globally.
All of the Company’s current bank interest income is derived from within the UK.
The Company’s non-current assets are located in the US, the UK, the EU, Israel and Japan. Due to the Company’s nature, it has no customers.
Functional currency and foreign currency transactions
These financial statements are presented in Sterling. As the majority of the Company’s transactions are in Sterling, it is appropriate for the Company’s functional currency to be Sterling. However, the Company holds investments denominated in currencies other than Sterling, including US Dollars. In addition, an element of any income from the Company’s investments may be generated in currencies other than Sterling.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling at that date and are recognised in the revenue column of the Statement of Comprehensive Income. Foreign exchange differences relating to the valuation of investments are recognised in the capital column of the Statement of Comprehensive Income.
New and amended standards and interpretations applied
The following new standards or interpretations are effective for the first time for periods beginning on or after 1 January 2025 and had no effect on the Company’s financial statements:
- Lack of exchangeability (amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following new standards had been published and will be effective in future accounting periods.
Effective for accounting periods beginning on or after 1 January 2027:
- IFRS 18 Presentation and Disclosures in Financial Statements.
- IFRS 19 Subsidiaries without Public Accountability: Disclosures.
At the date of authorisation of these financial statements, the following amendments had been published and will be mandatory for future accounting periods.
Effective for accounting periods beginning on or after 1 January 2026:
• Classification and measurement of financial instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures).
The Company has considered the IFRS accounting standards and interpretations that have been issued but are not yet effective. None of these standards or interpretations are likely to have a material effect on the Company, as it is the belief of the Board that the activities of the Company are unlikely to be affected by the changes to these standards, although any disclosures recommended by these standards, where applicable, will be provided as required.
Assessment as an investment entity
IFRS 10 Consolidated Financial Statements sets out the following three essential criteria that must be met if a company is to be considered as an investment entity:
- it must obtain funds from multiple investors for the purpose of providing those investors with investment management services;
- it must commit to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
- it must measure and evaluate the performance of substantially all of its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time frame is critical, and an investment entity should have an exit strategy for the realisation of its investments. Also, as set out in IFRS 10, further consideration should be given to the typical characteristics of an investment entity, which are that:
- it should have more than one investment to diversify the portfolio risk and maximise returns;
- it should have multiple investors, who pool their funds to maximise investment opportunities;
- it should have investors that are not related parties of the entity; and
- it should have ownership interests in the form of equity or similar interests.
The Directors are of the opinion that the Company meets the essential criteria and typical characteristics of an investment entity as it obtains funds from investors to invest for returns from capital appreciation and substantially all of its investments are held at fair value through profit or loss, in accordance with IFRS 9 Financial Instruments. Fair value is measured in accordance with IFRS 13 Fair Value Measurement. As the Company has met the definition of an investment entity under IFRS 10, it is exempt from preparing consolidated financial statements.
Fair value movement
Gains or losses resulting from the movement in fair value of the Company’s investments held at fair value through profit or loss are recognised in the capital column of the Statement of Comprehensive Income at each valuation point.
Expenses
The Company’s management, administration and all other expenses are charged through the revenue column, and any performance fee is charged to the capital column of the Statement of Comprehensive Income, reflecting that, under the terms of the Investment Management Agreement, the fee is determined by reference to the Company’s investment performance and growth in NAV above the applicable performance hurdle and high water mark. Expenses that are directly attributable to a specific share class are charged directly to that class. Expenses that are common to both share classes are allocated pro rata based on the latest net asset value of each share class, unless a more appropriate basis of allocation is identified.
Taxation
The Company has received confirmation from HMRC that it has been accepted as an approved investment trust with effect from 14 July 2021, provided it continues to meet the eligibility conditions of section 1158 of the Corporation Tax Act 2010 (‘s.1158’) and the ongoing requirements for approved companies in the Investment Trust (Approved Company) (Tax) Regulations 2011. The Directors believe that the Company has conducted its affairs in compliance with s.1158 since approval was granted and intends to continue to do so.
In respect of each accounting period for which the Company is and continues to be approved by HMRC as an investment trust, the Company will be exempt from UK corporation tax on its chargeable gains. The Company will, however, be subject to UK corporation tax on its income (currently at a rate of 25%).
In principle, the Company is liable to UK corporation tax on any dividend income. However, there are broad-ranging exemptions from this charge which would be expected to be applicable in respect of most of the dividends the Company may receive.
To the extent that the Company receives income from, or realises amounts on the disposal of, investments in foreign countries it may be subject to foreign withholding or other taxation in those jurisdictions. To the extent it relates to taxable income, this foreign tax may, to the extent not relievable under a double tax treaty, be able to be treated as an expense for UK corporation tax purposes, or if the Company has a tax liability it may be treated as a credit against UK corporation tax up to certain limits and subject to certain conditions.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset, and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income, when there is a currently enforceable legal right to offset the recognised amounts and the Company intends to settle on a net basis or realise the asset and liability simultaneously.
At 30 June 2026 and 2025, the carrying amounts of cash and cash equivalents, receivables, payables and accrued expenses reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the original instruments and their expected realisation.
Financial assets
The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics.
The Company’s financial assets principally comprise cash and cash equivalents and investments held at fair value through profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, short-term deposits held on call with banks, money market investments and other short-term highly liquid deposits with original maturities of three months or less and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Investments held at fair value through profit or loss
Investments are designated upon initial recognition as held at fair value through profit or loss. Gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point.
Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially recognised at cost, being the fair value of consideration given. Transaction costs are recognised in the Statement of Comprehensive Income as incurred.
Investments which meet the classification and presentation requirements of IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations, taking into account post balance sheet events consistent with IAS 10 – Events after the Reporting Period, are classified and presented as current assets in the Statement of Financial Position.
Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length transaction. The value of the Company’s investments is calculated on the following bases:
- the value of investments that are not publicly traded are valued using recognised valuation methodologies in accordance with the IPEV Valuation Guidelines. These methods include primary valuation techniques such as revenue or earnings multiples, milestones or recent transactions;
- where an investment in an unlisted business has been made recently, the Company may use the calibrated price of recent investment as the best indicator of fair value. In such a case, changes or events subsequent to the relevant transaction date are assessed to ascertain if they imply a change in the investment’s fair value;
- publicly traded securities are valued by reference to their bid price or last traded price, if applicable, on the relevant exchange in accordance with the AIC’s valuation guidelines and applicable accounting standards. Where trading in the securities of a portfolio company is suspended, the investment in those securities would be valued at the estimate of its net realisable value. In preparing valuations, account is taken, where appropriate, of latest dealing prices, valuations from reliable sources, comparable asset values and other relevant factors; and
- any value otherwise than in Sterling is converted into Sterling at the prevailing rate.
Derecognition of financial assets
A financial asset (in whole or in part) is derecognised:
- when the Company has transferred substantially all the risks and rewards of ownership; or
- when it has neither transferred nor retained substantially all the risks and rewards and when it no longer has control over the asset or a portion of the asset; or
- when the contractual right to receive cashflow has expired.
Purchases of investments for cash are classified as operating activities in the Statement of Cash Flows as the Company’s objective is to generate capital growth through investment in a portfolio of predominantly early and growth stage privately financed SpaceTech businesses.
Financial liabilities
The Company’s financial liabilities are measured at amortised cost and include a performance fee liability, trade and other payables, and other short-term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. The non-current performance fee liability is initially measured at the present value of the contractual cash flows, discounted using an effective interest rate of 6.58%, with the discount subsequently unwound through profit or loss over the term of the liability.
Share capital
Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the assets of the Company after the deduction of all liabilities. The Company’s ordinary and C shares are classified as equity instruments.
For the issue of each ordinary share, £0.01 has been recognised in share capital and the remaining amount received has been recognised in share premium.
For the issue of each C share, £0.10 has been recognised in share capital and the remaining amount received has been recognised in share premium. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from proceeds. Amounts in the share capital and share premium accounts are not distributable.
The amount standing to the credit of the share premium account of the Company on completion of the IPO, less issue expenses set off against the share premium account, was cancelled by a court order dated 14 December 2021 and credited to the special distributable reserve, which is distributable. Retained (losses)/earnings include cumulative unrealised movements in investments which are classified as capital in the Statement of Comprehensive Income, which are not distributable; and cumulative revenue items, which are distributable to shareholders.
3. Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires the application of estimates and assumptions which may affect the results reported in the financial statements. Estimates and assumptions, by their nature, are based on judgement and available information.
Investment entity
As disclosed in note 2, the Directors have concluded that the Company meets the definition of an investment entity as defined in IFRS 10, IFRS 12 and IAS 27. This conclusion involved a degree of judgement and assessment as to whether the Company met the criteria outlined in the accounting standards.
Valuation
The key area involving a high degree of estimation or complexity that is significant to the financial statements has been identified as the valuation of the Company’s unlisted investments (see note 9). In addition, as disclosed in note 5, amounts payable as management fee or performance fee to the Investment Manager are dependent on NAV and, therefore, valuation of investments.
The Company’s unlisted investments are early or growth stage companies. The Company abides by the IPEV Valuation Guidelines in determining fair value. Given the nature of these investments, there are often no current or short-term future earnings or positive cash flows. Although not considered to be the default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to a calibrated price of recent investment, or, in the case of terms for a future round being agreed, fair value may be based on a calibrated price of such future round, discounted for execution risk.
This is of greater reliability than other methods based on estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price of that investment generally provides a basis of the valuation. Recent transactions may include post year end (if terms were agreed pre year end) as well as pre year end transactions depending on their nature and timing. Where a significant milestone is achieved by a portfolio company and there has not yet been a subsequent funding round, the fair value is determined using comparable metrics. Where relevant, such as in cases where portfolio companies are profitable or have stable and predictable revenues, fair value may be determined using a multiples approach (earnings or revenue, respectively).
It may be necessary to apply discounts to some or all of the comparables due to differences between the portfolio company and the comparables (such as size, margin, liquidity, marketability, etc). In addition, in the case of underperformance, fair value write-downs are taken. Publicly traded securities are valued by reference to their bid price or last traded price.
All valuations of unlisted investments are considered on a quarterly basis and calibrated against the price of the last funding round to ensure this price remains reasonable. In addition, the Company undertakes a more thorough recalibration for the material unlisted portfolio companies (a) whose last funding rounds took place more than 12 months earlier or (b) which had experienced a significant milestone event or material under- or over-performance (each a ‘recalibration event’). This process entails assessing the enterprise value following the most recent round against a composite of four elements: observable market data (where possible), recent relevant private investment transactions, public market valuations of comparable companies and the company’s internal metrics and performance.
In all cases, valuations of unlisted investments are based on the judgement of the Directors after consideration of the above and upon available information believed to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the unlisted investment valuations, the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed and the differences could be material. Due to this uncertainty, the Company may not be able to sell its unlisted investments at the carrying value in these financial statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale.
4. Income
In the year ended 30 June 2026, the Company recognised investment income of £0.3 million in respect of a monitoring fee charged to ALL.SPACE, the full amount of which remained outstanding as at 30 June 2026. During the prior year the Company received a dividend from Voyager ahead of its IPO.
|
30 June 2026 |
30 June 2025 | ||
|
£'000 |
£'000 | ||
|
Investment income |
325 |
- | |
|
Dividend income |
- |
354 | |
|
325 |
354 |
5. Management and Performance Fees
Management fee
Under the Investment Management Agreement, the Investment Manager is entitled to a management fee of 1.25% per annum of NAV up to £300m and 1.00% per annum of NAV above £300m, payable quarterly in advance.
Management fees incurred in the year were £4.0m (2025: £2.9m), of which £0.1m was payable to the Investment Manager as at 30 June 2026 (2025: £Nil).
Performance fee
Under the Investment Management Agreement, the Investment Manager is entitled to a performance fee of 15%. This fee is payable only if, over a calculation period, the Company has achieved an annual return of at least 8% (the performance hurdle) and the NAV exceeds the highest level at which any performance fee was previously paid (the high‑water mark). No performance fee is payable to the extent that it would result in the NAV being less than the higher of the performance hurdle and the high-water mark.
Once the hurdle and any high‑water mark have been exceeded, a “full catch‑up” applies. This means that, once the 8% hurdle has been achieved (and the other conditions for payment are met), a greater share of subsequent gains is allocated to the Investment Manager until its share of total gains for the relevant performance period effectively "catches up" to the agreed 15% rate, after which returns are shared 85% to shareholders and 15% to the Investment Manager.
The performance fee and the performance hurdle are calculated by reference to the Company's NAV (adjusted for share issues and buy-backs during the relevant performance period) as at 30 June each year. A calculation period runs from the end of the last calculation period in respect of which a performance fee was payable (or, in the case of the first calculation period, from the Company's IPO) to 30 June in a year in which a performance fee is payable.
Any accrued performance fees will be payable only to the extent that the aggregate of net realised profits on unlisted investments, net unrealised gains on listed investments and income received from investments during the relevant calculation period (the ‘Available Amount’) exceeds the performance fee amount. Where that Available Amount is less than the performance fee amount, the shortfall will be carried forward and included in the performance fee calculation at the end of the next calculation period.
The performance fee is not specific to any individual class of shares. Accordingly, whilst there are any C shares in issue, any performance fee accrued or earned will be allocated to the assets attributable to each class of shares in issue in such proportion as the Directors consider to be attributable to each class.
Subject to the Takeover Code, the Investment Manager is required to reinvest 15% of any performance fee paid in shares of the Company.
Full details of the performance fee are set out in the Company’s IPO prospectus, which is available on the Company’s website.
The performance fee liability recognised in the year was £54.0m (2025: £Nil), all of which remains outstanding as at 30 June 2026 (2025: £Nil). As of the reporting date, the Available Amount was insufficient for any part of the accrued performance fee to become payable under the terms of the Investment Management Agreement. Consequently, the accrued performance fee is not expected to be settled before the next calculation period and has been discounted to present value using a rate that reflects current market assessments of the time value of money and the credit risk inherent in the underlying obligation. The undiscounted performance fee at 30 June 2026 was £57.5m, discounted to £54.0m using an effective interest rate of 6.58%.
6. Operating Expenses
|
Year ended |
Year ended | |
|
£'000 |
£'000 | |
|
Administration & depository fees |
282 |
275 |
|
Directors' fees |
247 |
237 |
|
Legal & professional fees |
156 |
207 |
|
Audit of statutory financial statements |
129 |
110 |
|
Irrecoverable VAT |
110 |
76 |
|
Insurance expense |
28 |
29 |
|
Other operating expenses |
637 |
648 |
|
Total operating expenses |
1,589 |
1,582 |
Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from proceeds.
The Company had no employees during the year ended 30 June 2026 (2025: None).
7. Tax
As an investment trust, the Company is exempt from UK corporation tax on capital gains arising on the disposal of shares.
Capital profits from its creditor loan relationships are exempt from UK tax where the profits are accounted for through the capital column of the Statement of Comprehensive Income, in accordance with the AIC SORP.
No tax liability has been recognised in the financial statements.
|
30 June 2026 |
30 June 2025 | |||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total | |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 | |
|
UK corporation tax charge on profits for the period at 25% (2025:25%) |
- |
- |
- |
- |
- |
- |
|
30 June 2026 |
30 June 2025 | |||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total | |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 | |
|
Return on ordinary activities before taxation |
(4,652) |
294,010 |
289,358 |
(3,596) |
56,581 |
52,985 |
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%) |
(1,163) |
73,503 |
72,340 |
(899) |
14,145 |
13,246 |
|
Effects of: |
||||||
|
Non-taxable gains on investments |
- |
(86,994) |
(86,994) |
- |
(14,145) |
(14,145) |
|
Loss allocation from limited partnership |
(27) |
- |
(27) |
(23) |
- |
(23) |
|
Overseas dividends not taxable |
- |
- |
- |
(88) |
- |
(88) |
|
Excess management expenses not utilised in the year |
1,142 |
13,491 |
14,633 |
1,010 |
- |
1,010 |
|
Management expenses not allowable in year |
48 |
- |
48 |
- |
- |
- |
|
Total tax charge |
- |
- |
- |
- |
- |
- |
As at 30 June 2026, the Company has not recognised a deferred tax asset of £18.7m (2025: £4.0m) arising as a result of having unutilised management expenses carried forward at the year end of £74.7m (2025: £16.2m) based on a prospective corporation tax rate of 25% (2025: 25%).
These expenses will only be utilised if the tax treatment of the Company's income and chargeable gains changes or if the Company's investment profile changes.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue to meet for the foreseeable future) the conditions for approval as an investment trust company.
8. Earnings Per Share
|
Ordinary shares |
Year ended 30 June 2026 |
Year ended 30 June 2025 | |||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total | ||
|
(Loss)/profit attributable to equity (£'000) |
(4,695) |
294,010 |
289,315 |
(3,596) |
56,581 |
52,985 | |
|
Weighted average number of ordinary shares in issue |
237,198,584 |
237,198,584 | |||||
|
Basic and diluted (losses)/earnings per share in the year (pence) |
(1.98) |
123.95 |
121.97 |
(1.52) |
23.85 |
22.33 | |
|
C shares |
Period from 12 May 2026 to 30 June 2026 |
Year ended 30 June 2025 | |||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total | ||
|
Profit attributable to equity (£'000) |
43 |
- |
43 |
- |
- |
- | |
|
Weighted average number of C shares in issue |
136,508,663 |
- | |||||
|
Basic and diluted earnings per C share in the period (pence) |
0.03 |
- |
0.03 |
- |
- |
- | |
9. Investments Held at Fair Value Through Profit or Loss
|
For the year ended 30 June 2026 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 | |
|
Opening balance |
9,361 |
- |
250,460 |
259,821 |
|
Investment additions (1) |
- |
- |
4,631 |
4,631 |
|
Investment disposals (2) |
(6,244) |
- |
(686) |
(6,930) |
|
Transfers from Level 3 to Level 1 |
37,026 |
- |
(37,026) |
- |
|
40,143 |
- |
217,379 |
257,522 | |
|
Loss on disposals |
(26,283) |
- |
(34) |
(26,317) |
|
Change in fair value |
32,726 |
- |
339,145 |
371,871 |
|
Change in fair value - foreign exchange movement |
(4,428) |
- |
6,849 |
2,421 |
|
2,015 |
- |
345,960 |
347,975 | |
|
Net gains on investments held at fair value through profit or loss |
2,015 |
- |
345,960 |
347,975 |
|
Closing balance |
42,158 |
- |
563,339 |
605,497 |
[1] During the year ended 30 June 2026, cash transactions amounted to £3.6m and non-cash transactions amounted to £1.0m and relate to the conversion of loan to equity in Seraphim Space Ventures II LP (£0.7m) and the exercise of a warrant in ALL.SPACE (£0.3m).
[2] During the year ended 30 June 2026, cash transactions amounted to £6.2m and non-cash transactions amounted to £0.7m and relate to the conversion of loan to equity in Seraphim Space Ventures II LP (£0.7m).
On 8 July 2026, the Company closed on the sale of one of its investments, which was originally acquired by the Company in 2021 and into which the Company made further follow on investments for a total cost of £31.6m. As at 30 June 2026, the investment was classified as held for sale and recorded as a current asset at its fair value of £45.4m (comprised of initial consideration made up of cash proceeds and York Space shares, and additional consideration which would be held in escrow and subject to post-completion adjustments that we are not expecting to be significant), within investments at fair value through profit or loss in the Statement of Financial Position. Refer to note 2 for more details on the Company’s policy on Investments held at fair value through profit or loss. Based on York Space’s closing share price of $24.62 on the reporting date, the initial consideration was valued at approximately £39.3m ($52.2m), increasing to £45.4m ($60.3m) assuming full release of the escrow amounts. Based on York Space’s closing share price of $22.92 on 7 July 2026 prior to the completion of the transaction, the consideration comprised cash proceeds of £13.4m and 1,240,150 York Space shares (together worth £34.7m) and up to £6.1m of additional consideration held in escrow and subject to post-completion adjustments. The York Space shares are subject to lock-up restrictions, with 50% locked for six months and 50% locked for nine months from completion.
|
For the year ended 30 June 2025 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 | |
|
Opening balance |
6,946 |
4,419 |
190,134 |
201,499 |
|
Investment additions (1) |
- |
5,811 |
13,979 |
19,790 |
|
Investment disposals (2) |
(3,483) |
(13,699) |
(867) |
(18,049) |
|
Transfers from Level 2 to Level 1 |
872 |
(872) |
- |
- |
|
Transfers from Level 3 to Level 1 |
2,967 |
- |
(2,967) |
- |
|
7,302 |
(4,341) |
200,279 |
203,240 | |
|
(Gains)/losses on disposals |
(984) |
3,728 |
(14) |
2,730 |
|
Change in fair value |
3,667 |
1,016 |
61,509 |
66,192 |
|
Change in fair value - foreign exchange movement |
(624) |
(403) |
(11,314) |
(12,341) |
|
2,059 |
4,341 |
50,181 |
56,581 | |
|
Net gains on investments held at fair value through profit or loss |
2,059 |
4,341 |
50,181 |
56,581 |
|
Closing balance |
9,361 |
- |
250,460 |
259,821 |
[1] During the year ended 30 June 2025, cash transactions amounted to £14.2m and non-cash transactions amounted to £5.6m and relate to the exercising of options in AST SpaceMobile Inc (£4.7m) and the conversion of loan to equity in Seraphim Space Ventures II LP (£0.9m).
[2] During the year ended 30 June 2025, cash transactions amounted to £12.5m and non-cash transactions amounted to £5.6m and relate to exercising of options in AST SpaceMobile Inc (£4.7m) and the conversion of loan to equity in Seraphim Space Ventures II LP (£0.9m).
During the year ended 30 June 2026 investments with a fair value of £37.0m were transferred from Level 3 to Level 1 due to the HawkEye 360 IPO and listing in May 2026 (2025: investments with a fair value of £3.0m were transferred from Level 3 to Level 1 due to the Voyager IPO and listing in June 2025).
During the year ended 30 June 2026 no investments were transferred from Level 2 to Level 1 (2025: investments with a fair value of £0.9m were transferred from Level 2 to Level 1 due to the exercising of options in AST Space Mobile).
Fair value measurements
The Company measures fair value using the following fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations with unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as follows:
Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted prices in active markets for similar instruments, quoted prices for identical or similar instruments in markets that are considered less than active or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments for which the valuation technique includes inputs that are not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.
The objective of the valuation techniques used is to arrive at a fair value measurement that reflects the price that would be received if an asset was sold or a liability transferred in an orderly transaction between market participants at the measurement date.
The following tables analyse, within the fair value hierarchy, the Company’s investments measured at fair value at 30 June 2026 and 2025.
|
As at 30 June 2026 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 | |
|
Listed investments |
42,158 |
- |
- |
42,158 |
|
Unlisted investments |
- |
- |
563,339 |
563,339 |
|
42,158 |
- |
563,339 |
605,497 |
As at 30 June 2025
|
Level 1 |
Level 2 |
Level 3 |
Total | |
|
£'000 |
£'000 |
£'000 |
£'000 | |
|
Listed investments |
9,361 |
- |
- |
9,361 |
|
Unlisted investments |
- |
- |
250,460 |
250,460 |
|
9,361 |
250,460 |
259,821 |
The Level 1 investments were valued by reference to the closing bid prices of each portfolio company on the reporting date.
Due to their nature, the unlisted investments are always expected to be classified as Level 3 as these are not traded and their fair values will contain unobservable inputs.
Significant unobservable inputs for Level 3 valuations
The fair value of unlisted securities is established with reference to the IPEV Valuation Guidelines, and the Company may base valuations on the calibrated price of recent investment in the portfolio companies, comparable milestones or multiples of earnings or revenues where applicable. An assessment is made at each measurement date as to the most appropriate valuation methodology.
Significant unobservable inputs
The valuation methodologies applied involve subjectivity in their significant unobservable inputs and the tables below outline these inputs. Note 15 illustrates the sensitivity that flexing these inputs has on fair value (‘FV’).
As at 30 June 2026
|
Valuation methodology |
FV (£’000) |
Unobservable input | |
|
Level 1 |
|||
|
Available market price |
42,158 |
n/a | |
|
Level 3 |
|||
|
Calibrated price of recent investment (3-6 months) |
48,103 |
Transaction price and company performance | |
|
Calibrated price of recent investment (>6 months) |
49,773 |
Transaction price and company performance | |
|
Discount to price of recent investment (post-period) |
385,886 |
Uncertainty discount, transaction price and company performance | |
|
Expected acquisition price |
45,397 |
Transaction price, estimated value of amounts subject to escrow, impact of restrictions attached to equity consideration | |
|
Partial write down to price of recent investment |
3,517 |
Write down percentage, transaction price and company performance | |
|
Recalibrated enterprise value |
26,832 |
Weightings and comparable multiples | |
|
Underlying fund NAV |
3,831 |
Underlying fund value and performance |
Total 605,497
|
As at 30 June 2025
Total 259,821 |
Significant holdings
Details of significant holdings as required by Schedule 4 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 are set out below.
|
30 June 2026 |
|||||||
|
Name |
Nature of relationship |
Country of incorporation |
Class of shares held |
% shareholding |
Capital & reserves (£) |
Profit/(loss) (£) |
Year end of data |
|
PlanetWatchers (UK) Limited |
Shareholder |
UK |
Series Seed 2 Preference Pre-Series A Preference Series A Preference |
78% 29% 42% |
12,109,793 |
Not publicly available |
31-Dec-25 |
|
30 June 2025 |
|||||||
|
Name |
Nature of relationship |
Country of incorporation |
Class of shares held |
% shareholding |
Capital & reserves (£) |
Profit/(loss) (£) |
Year end of data |
|
PlanetWatchers (UK) Limited |
Shareholder |
UK |
Series Seed 2 Preference Pre-Series A Preference Series A Preference |
78% 29% 42% |
12,102,884 |
Not publicly available |
31-Dec-24 |
Details are disclosed below in accordance with paragraph 82 of the AIC SORP in relation to unlisted investments that represent at least 5% of the total portfolio value. Paragraph 82 requires disclosure of turnover, pre-tax profits and net assets attributable to investors, as reported within the most recently audited financial statements of the relevant investee companies.
For certain unlisted investee companies, this information is not publicly available and/or the Company is subject to confidentiality restrictions which limit the information that can be disclosed. Where the required information has not been provided in the table below, this represents a departure from the disclosed requirement of paragraph 82 of the AIC SORP. The Directors consider that the omitted information is not necessary for an understanding of the Company’s financial position or performance and that the omission does not prevent the financial statements from giving a true and fair view.
|
As at 30 June 2026 |
||||||||
|
Name |
Latest financial statements |
Proportion of capital owned % |
Book cost £'000 |
Fair value £'000 |
Income recognised from holding in the period £'000 |
Turnover £'000 |
Pre-tax profit/(loss) £'000 |
Net assets attributable to shareholders £'000 |
|
ICEYE |
N/A |
4.3% |
39,585 |
379,716 |
- |
Information not publicly available | ||
|
ALL.SPACE |
Year ended 31 December 2025 |
18.5% |
31,620 |
45,397 |
325 |
13,908 |
(21,123) |
(15,011) |
|
D-Orbit |
N/A |
5.7% |
11,643 |
41,123 |
- |
Information not publicly available | ||
|
As at 30 June 2025 |
||||||||
|
Name |
Latest financial statements |
Proportion of capital owned % |
Book cost £'000 |
Fair value £'000 |
Income recognised from holding in the period £'000 |
Turnover £'000 |
Pre-tax profit/(loss) £'000 |
Net assets attributable to shareholders £'000 |
|
ICEYE |
N/A |
5.5% |
39,585 |
105,132 |
- |
Information not publicly available | ||
|
ALL.SPACE |
Year ended 31 December 2024 |
14.6% |
28,010 |
28,055 |
- |
12,611 |
(26,154) |
5,622 |
|
D-Orbit |
N/A |
6.1% |
11,643 |
33,532 |
- |
Information not publicly available | ||
|
HawkEye 360 |
Year ended 31 December 2024 |
2.8% |
18,650 |
20,569 |
- |
Information not publicly available | ||
10. Trade and Other Receivables
|
30 June 2026 |
30 June 2025 | ||
|
£'000 |
£'000 | ||
|
Prepayments |
118 |
79 | |
|
VAT receivable |
116 |
21 | |
|
Income receivable |
325 |
- | |
|
559 |
100 |
11. Cash and Cash Equivalents
|
30 June 2026 |
30 June 2025 | |
|
£'000 |
£'000 | |
|
Cash and cash equivalents |
152,881 |
21,513 |
|
152,881 |
21,513 |
Cash and cash equivalents include money market investments of £140.0m (30 June 2025: £11.4m).
12. Trade and Other Payables
|
30 June 2026 |
30 June 2025 | ||
|
£'000 |
£'000 | ||
|
Accruals |
124 |
213 | |
|
Trade creditors |
478 |
98 | |
|
Performance fee liability |
53,965 |
- | |
|
54,567 |
311 |
13. Share Capital & Other Reserves
|
Date |
Issued and fully paid |
Share capital |
Treasury shares |
Share premium |
Special distributable reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 | ||
|
30 June 2025 |
Opening balance |
2,394 |
(987) |
60,377 |
173,176 |
234,960 |
|
C shares issued |
13,651 |
- |
122,858 |
- |
136,509 | |
|
C share issue costs |
- |
- |
(2,620) |
- |
(2,620) | |
|
30 June 2026 |
16,045 |
(987) |
180,615 |
173,176 |
368,849 | |
|
Issued and fully paid |
2026 |
2025 |
|
Ordinary shares |
237,198,584 |
237,198,584 |
|
C shares |
136,508,663 |
- |
The Company holds 2,186,344 of its ordinary shares in treasury, has 237,198,584 ordinary shares in issue (excluding treasury shares) and has 136,508,663 C shares in issue.
The Company's issued share capital comprises ordinary shares and, where in issue, C shares. Holders of ordinary shares and C shares are entitled to receive notice of and attend and vote at general meetings of the Company, with each share carrying one vote. Ordinary shares and C shares participate in dividends and capital attributable to their respective share classes in accordance with the Company's Articles of Association. C shares are subject to specific conversion provisions under the Articles and convert into ordinary shares on the terms prescribed therein. Neither the ordinary shares nor the C shares are redeemable.
14. Net Asset Value Per Share
The net asset value per ordinary and C share at the year end was as follows:
|
Ordinary shares |
30 June 2026 |
30 June 2025 |
|
Shareholders’ funds |
£570.4m |
£281.1m |
|
Number of ordinary shares in issue (excluding treasury shares) |
237,198,584 |
237,198,584 |
|
Net asset value per share |
240.49p |
118.52p |
|
C shares |
30 June 2026 |
30 June 2025 |
|
Shareholders’ funds |
£133.9m |
- |
|
Number of C shares in issue |
136,508,663 |
- |
|
Net asset value per share |
98.11p |
- |
15. Financial Risk Management
Financial risk management objectives
The Company’s investing activities intentionally expose it to a variety of financial risks. The Company makes investments in order to generate returns in accordance with its investment policy and objectives.
The most important types of financial risks to which the Company is exposed are market risk (including price, interest rate and foreign currency risk), liquidity risk and credit risk. The Board has overall responsibility for the determination of the Company’s risk management and sets policies to manage financial risks at an acceptable level to achieve the Company’s objectives. The policy and process for measuring and mitigating each of the main financial risks are described below. The Investment Manager and the Administrator provide advice to the Board which allows it to monitor and manage financial risks relating to the Company’s operations through internal risk reports which analyse exposures by degree and magnitude of risks. The Investment Manager and the Administrator report to the Board on a quarterly basis.
Categories of financial instrument
For financial assets and liabilities carried at amortised cost, the Directors are of the opinion that their carrying value approximates to their fair value.
Financial assets/liabilities are as follows:
|
30 June 2026 |
30 June 2025 | ||
|
£'000 |
£'000 | ||
|
Financial assets |
|||
|
Investments held at fair value through profit or loss: |
|||
|
Investments |
605,497 |
259,821 | |
|
Other financial assets: |
|||
|
Cash and cash equivalents |
152,881 |
21,513 | |
|
Trade and other receivables |
559 |
100 | |
|
Financial liabilities |
|||
|
Non-current liabilities: |
|||
|
Performance fee liability |
(53,965) |
- | |
|
Current liabilities: |
|||
|
Trade and other payables |
(602) |
(311) |
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the capital return to shareholders. The capital structure of the Company consists of share capital, share premium, treasury shares, retained losses and other reserves, as stated in the Statement of Financial Position.
In order to maintain or adjust the capital structure, the Company may buy back shares or issue new shares. There are no external capital requirements imposed on the Company.
During the year ended 30 June 2026, the Company had no borrowings (2025: £Nil).
The Company’s investment policy is set out in the Strategic Report.
Market risk
Market risk includes price risk (including the impact of the general market on the price of any listed holdings or the uncertainty associated with the price of unlisted holdings), foreign currency risk and interest rate risk.
- Price risk
The investments held by the Company present a potential risk of loss of capital to the Company. Price risk arises from uncertainty about future prices of the financial investments held by the Company. See note 9 for quantitative information about the fair value measurement of the Company’s Level 3 investments.
The table below outlines that the valuation methodologies employed involve subjectivity in their significant unobservable inputs and illustrates sensitivity of the valuations to these inputs. The table below shows the reasonable alternative inputs.
As at 30 June 2026 (excluding holdings valued using the comparable multiples methodology)
|
Valuation methodology |
FV (£’000) |
Key unobservable input |
Other unobservable inputs |
Input |
Reasonable alternative inputs |
Change in FV (£’000) | ||
|
(+) |
(-) |
(+) |
(-) | |||||
|
Level 1 |
||||||||
|
Available market price |
42,158 |
n/a |
n/a |
n/a |
5% |
-5% |
2,108 |
(2,108) |
|
Level 3 |
||||||||
|
Calibrated price of recent investment (3-6 months) |
48,103 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
10% |
-10% |
5,310 |
(5,826) |
|
Calibrated price of recent investment (>6 months)(11) |
49,773 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
20% |
-20% |
10,554 |
(8,639) |
|
Discount to price of recent investment (post-period) |
385,886 |
Uncertainty discount, transaction price(1) and company performance |
(6) |
5% |
5% |
-5% |
19,287 |
(19,301) |
|
Expected acquisition price |
45,397 |
Transaction price, estimated value of amounts subject to escrow, impact of restrictions attached to equity consideration |
(10) |
n/a |
5% |
-5% |
75 |
(4,075) |
|
Partial write down to price of recent investment |
3,517 |
Write down percentage, transaction price(1) and company performance |
(7) |
67% - 75% |
25% |
-25% |
1,448 |
(1,069) |
|
Recalibrated enterprise value |
26,832 |
Weightings and comparable multiples |
(1), (3), (4), (5), (9) |
5%-25% |
10% |
-10% |
2,683 |
(2,683) |
|
Underlying fund NAV |
3,831 |
Underlying fund value and performance |
(8) |
n/a |
5% |
-5% |
192 |
(192) |
|
Total |
605,497 |
41,657 |
(43,893) | |||||
Notes:
(1) While transaction price and associated enterprise value is observable, where it is deemed to be the appropriate valuation methodology, it is also calibrated against recent developments and other methodologies as outlined in the table above.
(2) Benchmark performance against relevant indices – the selection of appropriate benchmarks is assessed for each investment, taking into account its industry, geography, products and customers.
(3) EV/revenue multiple of comparable companies or M&A/secondary transactions – the selection of comparable companies or M&A/secondary transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(4) Milestone comparisons with private company comparables – the selection of milestones to be compared to EV is assessed for each investment based on its industry and includes milestones such as number of satellites/missions/radars, headcount and funding raised.
(5) Growth in company metrics – the selection of metrics is assessed for each investment based on its industry, level of revenue and growth profile and includes metrics such as satellites/missions/radars, headcount, revenue and bookings.
(6) The discount percentage applied for uncertainty of completing is typically in 5% increments - the level of discount to be applied is assessed for each investment based on how advanced the transaction is and the expected timing of completion.
(7) The write down percentage applied for underperformance is typically in increments of 10% to 25% – the level of write down to be applied is assessed for each investment based on its level of underperformance, cash runway and ability to show improvement.
(8) While underlying fund value is observable, it is also calibrated against recent developments and performance of the fund and its portfolio.
(9) Where multiple methods of calibration or valuation are used, weightings of 5% to 25% are applied to these methods to total 100% – the level of weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
(10) The transaction price is comprised of cash proceeds, listed shares (which are subject to lock-up restrictions) and additional consideration which is held in escrow and subject to post-completion adjustments - liquidity and unrecoverable escrow discounts are assessed based on recent developments.
(11) Although the recent financing round for D-Orbit closed in January 2026, the round price was set by the lead investor in December 2026. As such, the price of the recent investment is >6 months.
As at 30 June 2025
|
Valuation methodology |
FV (£’000) |
Key unobservable input |
Other unobservable inputs |
Input |
Reasonable alternative inputs |
Change in FV (£’000) | |||
|
(+) |
(-) |
(+) |
(-) | ||||||
|
Level 1 |
|||||||||
|
Available market price |
9,361 |
n/a |
n/a |
n/a |
5% |
-5% |
468 |
(468) | |
|
Level 3 |
|||||||||
|
Calibrated price of recent investment (<3 months) |
23,995 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
5% |
-5% |
1,178 |
(1,403) | |
|
Calibrated price of recent investment (3-6 months) |
3,648 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
10% |
-10% |
365 |
- | |
|
Calibrated price of recent investment (>6 months) |
46,922 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
20% |
-20% |
4,432 |
(3,762) | |
|
Discount to price of recent investment (post-period) |
2,830 |
Uncertainty discount, transaction price(1) and company performance |
(6) |
5% |
10% |
-5% |
231 |
(115) | |
|
Expected acquisition price |
327 |
Transaction price |
n/a |
5% |
-5% |
29 |
(29) | ||
|
Partial write down to price of recent investment |
5,888 |
Write down percentage, transaction price(1) and company performance |
(7) |
25% - 75% |
25% |
-25% |
2,646 |
(2,221) | |
|
Recalibrated enterprise value |
37,180 |
Weightings and comparable multiples |
(1), (3), (4), (5), (9) |
5%-15% |
10% |
-10% |
4,036 |
(4,045) | |
|
Underlying fund NAV |
3,968 |
Underlying fund value and performance |
(8) |
n/a |
5% |
-5% |
45 |
(45) | |
|
Total |
134,119 |
13,430 |
(12,088) | ||||||
Notes:
(1) While transaction price and associated enterprise value is observable, where it is deemed to be the appropriate valuation methodology, it is also calibrated against recent developments and other methodologies as outlined in the table above.
(2) Benchmark performance against relevant indices – the selection of appropriate benchmarks is assessed for each investment, taking into account its industry, geography, products and customers.
(3) EV/revenue multiple of comparable companies or M&A/secondary transactions – the selection of comparable companies or M&A/secondary transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(4) Milestone comparisons with private company comparables – the selection of milestones to be compared to EV is assessed for each investment based on its industry and includes milestones such as number of satellites/missions/radars, headcount and funding raised.
(5) Growth in company metrics – the selection of metrics is assessed for each investment based on its industry, level of revenue and growth profile and includes metrics such as satellites/missions/radars, headcount, revenue and bookings.
(6) The discount percentage applied for uncertainty of completing is typically in 5% increments - the level of discount to be applied is assessed for each investment based on how advanced the transaction is and the expected timing of completion.
(7) The write down percentage applied for underperformance is typically in increments of 10% to 25% – the level of write down to be applied is assessed for each investment based on its level of underperformance, cash runway and ability to show improvement.
(8) While underlying fund value is observable, it is also calibrated against recent developments and performance of the fund and its portfolio.
(9) Where multiple methods of calibration or valuation are used, weightings of 5% to 15% are applied to these methods to total 100% – the level of weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
As at 30 June 2025 (holdings valued using the comparable multiples methodology)
|
Valuation methodology |
FV (£’000) |
Key unobservable input |
Other unobservable inputs |
Input |
Reasonable alternative inputs |
Change in FV (£’000) | |||
|
(+) |
(-) |
(+) |
(-) | ||||||
|
Level 3 |
|||||||||
|
Comparable multiples |
125,702 |
EV/revenue multiple |
(1), (2) |
8.8x – 18.1x |
10% |
-10% |
12,259(3) |
(12,050)(4) | |
|
Comparable multiples |
125,702 |
Illiquidity discount |
n/a |
20% |
-10% |
10% |
15,476(3) |
(14,887)(4) | |
|
Total |
125,702 |
27,735 |
(26,937) | ||||||
(1) EV/revenue multiple of comparable companies or M&A/secondary transactions – the selection of comparable companies or M&A/secondary transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(2) Where multiple methods of calibration or valuation are used, weightings of 25% to 33% are applied to these methods to total 100% – the level of weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
(3) ICEYE represents 85% of the change.
(4) ICEYE represents 98% of the change.
Reasonable alternative inputs are explained as follows:
- Investments valued using Level 1 methodologies or the calibrated price of recent transactions which completed in the three months prior to the year end are flexed up and down by 5% as the Board believes these do not involve significant subjectivity.
- Investments valued using the calibrated price of recent transactions which completed more than three months but less than six months before the year end are flexed up and down by 10% as the subjectivity is thought to be greater than the above, but still not very material.
- Investments valued using the calibrated price of recent transactions which completed more than six months before the year end are flexed up and down by 20% as there is a greater chance that market movements would impact the price of private transactions.
- Partial write downs used in the year were 67% to 75%, but tend to usually be applied in 25% increments and, therefore, the inputs are flexed up and down by this amount to account for this level of improvement or deterioration in the portfolio companies’ performance.
- Uncertainty discounts of 5% were applied where a funding round was completed shortly after the end of the period. In an upside scenario, this input is flexed up by 10% to remove the applied uncertainty discount and accounts for a 5% flex up in relation to the underlying price which the Board does not believe involves significant subjectivity. In the downside scenario, the input is flexed down by 5% in relation to the underlying price (similar to the flex used for investments valued using the calibrated price of recent investment which completed in the three months prior to the period end).
- Investments valued using a recalibrated enterprise value are flexed up and down by 10%. A 10% flex is considered reasonable as a result of judgement in relation to the comparable multiples.
The Company is exposed to a variety of risks which may have an impact on the carrying value of the Company’s investments.
- Not actively traded
The majority of the Company’s investments are not generally traded in an active market but are indirectly exposed to market price risk arising from uncertainties about future values of the investments held. The Company’s investments vary as to the industry sub-sector, geographic distribution of operations and size, all of which may impact the susceptibility of their valuation to uncertainty.
Although the investments are in the same industry, the risk is managed through careful selection of investments within the specified limits of the investment policy. The investments are monitored on an ongoing basis by the Investment Manager.
- Concentration
The Company invests principally in early and growth stage unquoted SpaceTech businesses. This means that the Company is exposed to the concentration risk of only making investments in the SpaceTech sector, of which concentration risk may further relate to sub-sector, geography, relative size of an investment or other factors.
The Board and the Investment Manager monitor the concentration of the investment portfolio on a quarterly and ongoing basis respectively to ensure compliance with the investment policy.
- Liquidity
The Company maintains flexibility in funding by keeping sufficient liquidity in cash, short-term deposits and other cash equivalents, which may be invested on a temporary basis in line with the cash management policy as agreed by the Board from time to time.
As at 30 June 2026, £152.9m, or 21.7% of the Company’s net assets, were money market deposits and cash balances held on deposit with banks with high credit ratings (2025: £21.5m, or 7.7%).
- Foreign currency risk
The Company has exposure to foreign currency risk due to the acquisition of some investments and payment of some expenses in currencies other than Sterling. Consequently, the Company is exposed to risks that the exchange rate of its functional currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of the Company’s assets or liabilities denominated in currencies other than Sterling.
The following table shows the FX rates as at 30 June 2026 compared to 30 June 2025.
|
30-Jun-26 |
30-Jun-25 |
% change | |
|
GBP/USD |
1.327 |
1.371 |
(3.18%) |
|
GBP/EUR |
1.161 |
1.168 |
(0.61%) |
|
GBP/DKK |
8.678 |
8.711 |
(0.38%) |
|
GBP/JPY |
215.705 |
197.960 |
8.96% |
The following table sets out, in Sterling, the Company’s total exposure to foreign currency risk and the net exposure to foreign currencies of the monetary assets and liabilities.
|
As at 30 June 2026 |
£ |
USD $ |
€ |
DKK |
JPY |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£’000 |
£'000 | |
|
Non-current assets |
||||||
|
Investments at fair value through profit or loss |
14,627 |
500,213 |
41,382 |
2,977 |
902 |
560,101 |
|
Total non-current assets |
14,627 |
500,213 |
41,382 |
2,977 |
902 |
560,101 |
|
Current assets |
||||||
|
Investments classified as held for sale |
- |
45,396 |
- |
- |
- |
45,396 |
|
Trade and other receivables |
116 |
443 |
- |
- |
- |
559 |
|
Cash and cash equivalents |
144,735 |
8,137 |
9 |
- |
- |
152,881 |
|
Total current assets |
144,851 |
53,976 |
9 |
- |
- |
198,836 |
|
Non-current liabilities |
||||||
|
Performance fee liability |
(53,965) |
- |
- |
- |
- |
(53,965) |
|
Total non-current liabilities |
(53,965) |
(53,965) | ||||
|
Current liabilities |
||||||
|
Trade and other payables |
(602) |
- |
- |
- |
- |
(602) |
|
Total current liabilities |
(602) |
- |
- |
- |
- |
(602) |
|
Total net assets |
104,911 |
554,189 |
41,391 |
2,977 |
902 |
704,370 |
|
As at 30 June 2025 |
£ |
USD $ |
€ |
DKK |
JPY |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£’000 |
£'000 | |
|
Non-current assets |
||||||
|
Investment at fair value through profit or loss |
15,965 |
206,910 |
33,532 |
2,830 |
584 |
259,821 |
|
Total non-current assets |
15,965 |
206,910 |
33,532 |
2,830 |
584 |
259,821 |
|
Current assets |
||||||
|
Trade and other receivables |
21 |
79 |
- |
- |
- |
100 |
|
Cash and cash equivalents |
12,928 |
8,580 |
5 |
- |
- |
21,513 |
|
Total current assets |
12,949 |
8,659 |
5 |
- |
- |
21,613 |
|
Current liabilities |
- |
|||||
|
Trade and other payables |
(311) |
- |
- |
- |
(311) | |
|
Total current liabilities |
(311) |
- |
- |
- |
- |
(311) |
|
Total net assets |
28,603 |
215,569 |
33,537 |
2,830 |
584 |
281,123 |
During the year, FX gains of £3,171k (2025: losses of £12,148k) were recognised in the capital column of the Statement of Comprehensive Income. FX gains of £284k (2025: losses of £102k) were recognised in the revenue column.
If the US Dollar weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant, the fair value of net assets would decrease/increase by £27,709k (2025: £10,808k).
If the Euro weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant, the fair value of net assets would decrease/increase by £2,070k (2025: £1,677k).
If the Danish Krone weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant, the fair value of net assets would decrease/increase by £149k (2025: £142k).
If the Japanese Yen weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant, the fair value of Net Assets would decrease/increase by £45k (2025: £29k).
- Interest rate risk
The Company’s exposure to interest rate risk relates to the Company’s cash and cash equivalents. The Company is subject to risk due to fluctuations in the prevailing levels of market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates. As at the date of the Statement of Financial Position, the majority of the Company’s cash and cash equivalents were held in interest bearing fixed deposit accounts.
The Company had no other Interest-bearing assets or liabilities as at the reporting date. As a consequence, the Company was only exposed to variable market interest rate risk. As at 30 June 2026, the cash balance held by the Company was £152.9m (2025: £21.5m). A 0.5% decrease/increase in interest rates with all other variables held constant would result in a change to interest received of -/+ £764k per annum (2025: 0.5% decrease/increase resulting in a change of -/+ £108k).
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment Manager and the Board monitor forecast and actual cash flows to consider future investing activities.
The Company adopts a prudent approach to liquidity management and through the preparation of budgets and cash flow forecasts maintains sufficient cash reserves to meet its obligations.
Credit risk
Credit risk refers to the risk that a counterparty to a financial instrument will default on a contractual obligation or commitment that it has entered into with the Company, resulting in financial loss to the Company. It arises principally from investments in money market funds held and also from cash and cash equivalents and other receivables balances.
The Company’s policy for credit risk is to minimise its exposure to counterparties with perceived higher risk of default by only dealing with counterparties that meet certain credit standards.
Credit risk is monitored on an ongoing basis by the Investment Manager in accordance with the procedures and policies in place.
The table below shows the material cash and short-term deposit balances and credit rating for the counterparties used by the Company at the year end.
|
Counterparty |
Location |
Rating |
As at 30 June 2026 |
As at 30 June 2025 |
|
S&P |
£'000 |
£'000 | ||
|
Barclays |
UK |
A-1 |
12,850 |
10,124 |
|
JPMorgan Asset Management |
UK |
A-1 |
140,031 |
11,389 |
The Company’s maximum exposure to credit risk default at the year end is shown below:
|
As at 30 June 2026 |
As at 30 June 2025 | ||
|
£'000 |
£'000 | ||
|
Cash and cash equivalents |
152,881 |
21,513 | |
|
Trade and other receivables (less prepayments) |
441 |
21 |
16. Related Party and Investment Manager Transactions
Directors
As at 30 June 2026, the Company had four non-executive Directors. Directors’ fees (excluding employer national insurance contributions) for the year ended 30 June 2026 amounted to £218k (2025: £210k), of which £Nil was outstanding at the year end (2025: £Nil).
Investment Manager
Seraphim Space Manager LLP has been appointed as the Company’s exclusive Investment Manager and AIFM and is responsible for the day-to-day operation and management of the Company’s investment portfolio, subject at all times to the overall supervision of the Board.
For the provision of services under the Investment Management Agreement, the Investment Manager earns a management fee and performance fee, as disclosed in note 5.
17. Ultimate Controlling Party
In the opinion of the Board, on the basis of the shareholdings advised to it, the Company has no ultimate controlling party.
18. Subsequent Events
As explained above, subsequent events in the normal course of business include:
ALL.SPACE was acquired by York Space on 8 July 2026 for a total purchase price of approximately $300m, consisting of approximately $155m in cash and 5.9m shares of York Space common stock. The company will continue to operate as a wholly owned subsidiary of York Space. Based on York Space’s closing share price of $24.62 on 30 June 2026, the fair value of SSIT’s investment was £45.4m at the period end. Based on York Space’s closing share price of $22.92 on 7 July 2026 (the date prior to the completion of the transaction), the consideration was worth up to £40.8m, after taking into account the share class waterfall allocations. The consideration was comprised of cash proceeds of £13.4m and 1,240,150 York Space shares (together worth £34.7m) and up to £6.1m of additional cash consideration held in escrow and subject to post-completion adjustments, which were not expected to be significant. Since completion, there has been a further fall in the York Space share price, reducing the value of the Company’s holding in York Space from £21.3m at completion to £6.1m at 13 October 2026.
Xona Space Systems completed a new financing round in October, in which SSIT invested $15m for the C share portfolio. The financing has resulted in a material increase in the fair value of SSIT's holding in the ordinary share portfolio, making Xona Space Systems the Company's second largest portfolio holding. The valuation derived from the financing increases the fair value of the Company's existing holding by approximately £52.4m from the fair value as at 30 June 2026, equivalent to 22.0p per ordinary share (gross of any performance fee accrual).
ICEYE announced a strategic partnership with Nokia to jointly develop sovereign LEO satellite communications systems for government and defence customers. Combining ICEYE’s proven space infrastructure expertise with Nokia’s communications technology, the partnership aims to deliver secure, high-performance broadband connectivity for defence, border security, emergency response and critical national infrastructure applications. The first satellites are expected to launch in 2028, supporting growing demand for sovereign European space-based communications capabilities and resilient mission-critical connectivity.
As at 13 October 2026, £72.5m of the C share proceeds had been deployed in 5 existing portfolio companies and 1 new company (which is a portfolio company in the Venture Fund).
Alternative Performance Measures
We assess the Company’s performance using a variety of measures, some of which are not specifically defined under UK-adopted International Accounting Standards and are therefore termed ‘APMs’. Our APMs, which are shown below, are reconciled, where appropriate, to the financial statements through the narrative below. The Board believes that each of the APMs, which are typically used within the listed investment company sector (with the exception of portfolio fair value vs. cost), provide additional useful information to shareholders to help assess the Company’s performance.
Share Price Movement
The share price is a measure of the value of a share in the Company as determined by the stock market. The share price movement measures how the share price has performed over the relevant period of time, expressed as a percentage of the opening share price. As the Company does not pay dividends, the shareholder total return for any period is the same as the share price movement over that period. The Company’s C shares were admitted to trading on the London Stock Exchange’s main market on 12 May 2026.
|
Ordinary shares |
|||
|
30 June 2026 vs 30 June 2025 |
|||
|
Share price on 30 June 2025 |
a |
85.6 | |
|
Share price on 30 June 2026 |
b |
187.8 | |
|
Movement |
(b-a)/a |
119.4% | |
|
30 June 2025 vs 30 June 2024 |
||
|
Share price on 30 June 2024 |
a |
54.6 |
|
Share price on 30 June 2025 |
b |
85.6 |
|
Movement |
(b-a)/a |
56.8% |
|
C shares |
|||
|
30 June 2026 vs 12 May 2026 |
|||
|
Share price on 12 May 2026 |
a |
101.0 | |
|
Share price on 30 June 2026 |
b |
79.0 | |
|
Movement |
(b-a)/a |
-21.8% | |
NAV per Share Movement
The NAV per share is a measure of the value of the Company attributable to each share at the relevant date (see note 14 to the financial statements). The NAV per share movement is a measure of our success in creating shareholder value over the relevant period of time, expressed as a percentage of the opening NAV per share. As the Company does not pay dividends, the NAV total return for any period is the same as the NAV per share movement over that period.
|
Ordinary shares |
||
|
30 June 2026 vs 30 June 2025 |
||
|
NAV per share on 30 June 2025 |
a |
118.52 |
|
NAV per share on 30 June 2026 |
b |
240.49 |
|
Movement |
(b-a)/a |
102.9% |
|
30 June 2025 vs. 30 June 2024 |
||
|
NAV per share on 30 June 2024 |
a |
96.18 |
|
NAV per share on 30 June 2025 |
b |
118.52 |
|
Movement |
(b-a)/a |
23.2% |
|
C shares |
||
|
30 June 2026 vs 12 May 2026 |
||
|
NAV per share on 12 May 2026 |
a |
98.00 |
|
NAV per share on 30 June 2026 |
b |
98.11 |
|
Movement |
(b-a)/a |
0.1% |
-Discount/+Premium
The -discount/+premium is a measure of the share price relative to the NAV per share, expressed as a percentage of the NAV per share. If the percentage is negative, the shares were trading at a price lower than (i.e. a discount to) their NAV and, if it is positive, they were trading at a price higher than (i.e. a premium to) their NAV.
|
Ordinary shares |
|||
|
30 June |
30 June | ||
|
NAV per share (note 14 to the financial statements) |
a |
240.49 |
118.52 |
|
Share price |
b |
187.80 |
85.60 |
|
-Discount/+premium |
(b-a)/a |
-21.9% |
-27.8% |
|
C shares |
|||
|
30 June |
30 June | ||
|
NAV per share (note 14 to the financial statements) |
a |
98.11 |
- |
|
Share price |
b |
79.00 |
- |
|
-Discount/+premium |
(b-a)/a |
-19.5% |
- |
Ongoing Charges
The ongoing charges ratio is a measure of the recurring annual costs of running the Company based on historical data, indicating the minimum gross profit that the Company needs to produce to make a positive return for shareholders. It is calculated using the AIC methodology and is the Company’s recurring operating costs incurred in the 12 months ending at the end of the relevant financial period, charged to Revenue or Capital in the Statement of Comprehensive Income, calculated as a percentage of the average published NAV in respect of that 12-month period. Operating costs exclude, for this purpose, the costs of acquiring and disposing of investments, any finance costs, costs of issuing or buying back shares, taxation, any performance fees and any costs not expected to recur in the foreseeable future.
|
Ordinary shares |
||
|
30 June 2026 |
30 June 2025 | |
|
£’000 |
£’000 | |
|
Investment management fee (note 5 to the financial statements) |
4,034 |
2,905 |
|
Other operating expenses (note 6 to the financial statements) |
1,458 |
1,582 |
|
Less non-recurring operating expenses |
7 |
(133) |
|
Ongoing charges |
5,499 |
4,354 |
|
Average quarterly NAV |
403,223 |
245,676 |
|
Ongoing charges ratio |
1.36% |
1.77% |
|
C shares |
||
|
30 June 2026 |
30 June 2025 | |
|
£’000 |
£’000 | |
|
Estimated Investment management fee |
1,519 |
- |
|
Other operating expenses |
131 |
- |
|
Annualised other operating expenses |
960 |
|
|
Less non-recurring operating expenses |
(387) |
- |
|
Ongoing charges |
2,092 |
- |
|
Average quarterly NAV |
133,932 |
- |
|
Ongoing charges ratio[1] |
1.56% |
- |
Portfolio Fair Value vs. Cost
Portfolio fair value vs. cost is a measure of the absolute performance of the investments in the Company's portfolio at the relevant reporting date since they were acquired. It is the amount by which the fair value of the investments in the portfolio at the end of the relevant financial period has changed in relation to the aggregate cost of those investments (adjusted for any disposals), expressed as a percentage of the aggregate cost.
|
30 June 2026 |
30 June 2025 | ||
|
£m |
£m | ||
|
Portfolio fair value (note 9 to the financial statements) |
a |
605.5 |
259.8 |
|
Aggregate cost of the assets (adjusted for any disposals) |
b |
||
|
168.4 |
196.9 | ||
|
Portfolio fair value vs. cost |
a/b |
359.6% |
131.9% |
Glossary
Administrator or Company Secretary: Ocorian Administration (UK) Limited.
AI: artificial intelligence.
AIC: The Association of Investment Companies, the trade body for UK-listed closed-ended investment companies.
AIC SORP: The Statement of Recommended Practice for the Financial Statements of Investment Trust Companies and Venture Capital Trusts, issued by the AIC as amended from time to time.
Auditor: BDO LLP.
Board: the Board of Directors of the Company.
Bookings: contracted future revenues.
Company or SSIT: Seraphim Space Investment Trust PLC.
CY: calendar year, a one-year period that begins on 1 January and ends on 31 December.
Directors: the Directors of the Company.
Discount: the share price of a listed investment company is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The discount is the difference between the share price and the NAV, expressed as a percentage of the NAV.
ESG: environmental, social and governance.
EV: enterprise value.
Fair value-weighted average: in relation to multiple portfolio companies, an average weighted by each portfolio company’s relative fair value.
FCA: Financial Conduct Authority.
FV: fair value.
FX: foreign exchange.
GPS: global positioning system.
Gross asset value: the value of the gross assets of the Company, determined in accordance with its accounting policies.
Gross portfolio internal rate of return or gross portfolio IRR: This is a financial metric used to measure the annualised return on the Company's investments before deducting any management fees, performance fees or other expenses. It provides a clear assessment of the Company's performance at the portfolio level, focusing solely on the returns generated during the measurement period.
IAS: International Accounting Standards.
IFRS: the International Financial Reporting Standards, being the principles-based accounting standards, interpretations and the framework by that name issued by the International Accounting Standards Board, to the extent they have been adopted by the UK.
Investment Management Agreement: the investment management agreement entered into between the Investment Manager and the Company, details of which are included under ‘Investment Manager’ in the Corporate Governance Report.
Investment Manager or Seraphim Space: Seraphim Space Manager LLP.
IPEV: the International Private Equity and Venture Capital Association.
IPO: initial public offering, being an offering by a company of its share capital to the public with a view to seeking an admission of its shares to a recognised stock exchange.
London Stock Exchange: London Stock Exchange PLC.
M&A: mergers and acquisitions.
NASDAQ: National Association of Securities Dealers Automated Quotations.
NAV or net asset value: the value of the assets of the Company less its liabilities as calculated in accordance with its accounting policies (or, in the context of a share, the NAV of the Company attributable to the shares of that class divided by the number of shares of that class in issue (but excluding any treasury shares)).
Premium: a premium occurs when the share price of a listed investment company is higher than the NAV. The premium is the difference between the share price and the NAV, expressed as a percentage of the NAV.
SAR: synthetic-aperture radar, a form of radar that is used to create two-dimensional images or three-dimensional reconstructions of objects, such as landscapes.
SpaceTech: in the context of a business, an organisation which relies on space-based connectivity and/or precision, navigation and timing signals or whose technology or services are already addressing, originally derived from or of potential benefit to the space sector.
Total return: the total return on an investment comprises both changes in the NAV per share or share price and any dividends paid to shareholders and is calculated on the basis that all historic dividends have been reinvested in the NAV or shares on the date the shares become ex-dividend.
Treasury shares: the Company has the authority to make market purchases of its ordinary shares for retention as treasury shares for future reissue, resale, transfer or cancellation. Treasury shares do not receive distributions and the Company is not entitled to exercise the voting rights attaching to them.
UN SDG: United Nations Sustainable Development Goals.
VC: venture capital.
Venture Fund: Seraphim Space Ventures II LP.
Corporate Information
Registered Office
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Board of Directors
Will Whitehorn (Chair)
Sue Inglis (Senior Independent Director)
Christina McComb
Angela Lane
Investment Manager
Seraphim Space Manager LLP
The Jellicoe
Unit 3.05
5 Beaconsfield Street
King’s Cross
London
N1C 4EW
Administrator and Company Secretary
Ocorian Administration (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Corporate Brokers
Deutsche Numis, London Branch
21 Moorfields
London
EC2Y 9DB
J.P. Morgan Securities PLC
25 Bank Street
Canary Wharf
London
E14 5JP
Legal Adviser
Stephenson Harwood LLP
1 Finsbury Circus London
EC2M 7SH
Depositary
Ocorian Depositary (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Custodian
Liberum Wealth
1st Floor Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
Public Relations and Communications Adviser
SEC Newgate
14 Greville Street
London
EC1N 8SB
Identifiers
Website: https://investors.seraphim.vc/
GIIN: GXNBCF.99999.SL.826
Registered Company Number: 13395698
Legal Entity Identifier: 2138002THGUZBGZC2V85
Ordinary shares
ISIN: GB00BKPG0138
Ticker: SSIT
SEDOL: BKPG013
C shares
ISIN: GB00BW6HS596
Ticker: SSIC
SEDOL: BW6HS59
Cautionary Statement
This Annual Report may include statements that are, or may be deemed to be, ‘forward-looking statements’. These forward-looking statements are sometimes, but not always, identified by the use of forward-looking terminology, including the terms ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or, in each case, their negative or other variations or comparable terminology.
Forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding the intentions, beliefs or current expectations of the Directors or Investment Manager concerning, amongst other things, the investment objective and investment policy, investment performance, results of operations, financial condition, liquidity, financing strategies and prospects of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
The Company’s actual investment performance, results of operations, financial condition, liquidity, financing strategies and prospects may differ materially from the impression created by the forward-looking statements contained in this Annual Report.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim any obligations to update or revise any forward-looking statement contained in this Annual Report to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
[1] https://www.essi.org/news/essis-memorandum-of-principles-for-space-sustainability-full-signatory-list-published.
[2] https://www.mckinsey.com/featured-insights/diversity-and-inclusion/diversity-matters-even-more-the-case-for-holistic-impact.
[3] https://www.forbes.com/sites/forbesbusinesscouncil/2022/05/26/diversity-the-holy-grail-of-venture-capital/?sh=9eb823a41787.
[4] Previously arranged commitments and time-zone challenges prevented attendance at one valuation meeting, but she was able to provide comments and views in advance of the meeting.
[1] The C shares were admitted to trading on 12 May 2026 and were therefore in issue for only part of the year. The ongoing charges ratio has been calculated by annualising the recurring operating expenses attributable to the C shares for the 50-day period from admission to 30 June 2026. The annualised ratio may not be representative of the ongoing charges that will be incurred in future periods.
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