Annual Financial Report

RNS Number : 8031S

Oryx International Growth Fund Ld

13 July 2015

 



13 July 2015

FOR IMMEDIATE RELEASE

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

FINAL RESULTS ANNOUNCEMENT

THE BOARD OF DIRECTORS OF Oryx International Growth Fund Limited ANNOUNCE FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2015

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

www.oryxinternationalgrowthfund.co.uk

COMPANY OVERVIEW

The investment objective of Oryx International Growth Fund Limited (the "Company") is to seek to generate consistently high absolute returns whilst seeking to maintain a low level of risk for shareholders.

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

The Company's investment policy is set out in the Strategic Report of this annual report.

Company

Oryx International Growth Fund Limited (the "Company") ·      Guernsey incorporated, authorised closed-ended investment company ·      Incorporated in Guernsey on 2 December 1994 ·      Admitted to the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange on 2 March 1995 ·      16,371,611 Shares in issue as at 31 March 2015

Investment Manager and Investment      Adviser

Harwood Capital LLP (the "Investment Manager" and the "Investment Adviser") ·     A United Kingdom limited liability partnership incorporated under the Limited Partnerships Act 2000 ·     Partnership number OC304213 ·     Regulated by the Financial Conduct Authority ('FCA') ·    Registered as a Small Authorised Alternative Investment Fund Manager ('AIFM') with the Company included on its schedule of Alternative Investment Funds ('AIFs')

Key Figures

(£ in millions, except per share data)	At 31 March 2015	At 31 March 2014
Net Asset Value attributable to shareholders
- Ordinary Shares	93.07	88.50
Net Asset Value per share attributable to shareholders
- Ordinary Shares	5.69	5.31
Investments	92.42	86.04
Cash and Cash Equivalents	0.99	2.65
Share Price	4.67	4.22
Discount to Net Asset Value (based on published NAV)	(19.01)%	(21.90)%
Earnings per share	0.35	1.46

 

CHAIRMAN'S STATEMENT

It is again my pleasure to report the results for the year ended 31 March 2015. The net asset value increased by 5.2% as compared to a rise in the FTSE small cap index of 2.8%. These results build on a period of strong growth over the last five years where the Fund's NAV has increased by 86.0% as compared with 59.0% for the FTSE Small Cap Index.

As has been highlighted to shareholders in the past, direct comparisons against indices can be misleading as the style of management exercised by Christopher Mills and Harwood relies on investing in special situations where they see an opportunity to create and realise value. Having said this, the absolute return, when measured against the FTSE small index shows a very strong result. If measured against AIM, as demonstrated by the table below, the results show a remarkable achievement over a 5 and 10 year period. 

Figures to end March:
Period	Company NAV %	FTSE Small Cap %	AIM %
1 year	5.16	2.80	(15.83)
3 years	58.00	46.50	(9.91)
5 years	86.00	59.00	1.86
10 years	267.00	58.00	(34.22)

We continue to acquire our own shares and during the year the Company purchased for cancellation 279,381 Shares at an average discount of 21.19%. This policy continues to benefit long term shareholders.

In accordance with our long established policy, the directors are not recommending a dividend in respect  of the year ended 31 March 2015, however we will be seeking authority to continue our programme of share buy backs when the level of discount is attractive.

As I have said in many previous statements, achieving these results requires acquiring stakes in businesses at attractive valuations and then using sound management to enhance and realise the potential. We rely heavily on the skill of Harwood and while they remain cautiously optimistic about the existing portfolio, they do sound a note of caution about the state of the acquisition market. The Board shares their tempered optimism about the future.

Nigel Cayzer

Chairman

10 July 2015

INVESTMENT ADVISER'S REPORT

It is pleasing to note the net asset value per share in the fund rose by 7.2% despite a fall of 15.8% on the Aim Index and a rise of 2.8% on the FTSE Small Cap Index.

The quoted portfolio

The Company's two highest valued holdings MJ Gleeson and Goals Soccer were essentially unchanged during the twelve month period, so the outperformance of the Company can be attributed to a number of smaller holdings.  In particular Proactis was up 58% following higher profit forecasts over the course of the year.  OMG Group rose 51% as a result of the Group's strategic decision to refocus OMG 'Life' into a licensed IP model, allowing the profitable divisions to become more evident.  Redcentric plc was also up during the year by 17% and Allocate Software rose 34% as a result of a bid following which the position was exited .  The principal disappointment was Bioquell, although the outlook appears to be improving after the recent sale of its TraC Global division for £44.5 million, and the business is now focusing on realising shareholder value.  Accumuli was up 60% as the company was bid for by NCC Group.  More recently Nationwide Accident Repair was bid for by Carlyle Group.   The major changes in the asset positions during the year were the purchase of Hayward Tyler and the significant increase in the holdings of Source BioScience. There was also a further investment made into OMG.

Unquoted portfolio 

One new investment was made in the fiscal year, Viking Investment; a leading provider of residential care services to people with mental health conditions. The investment was made at a modest discount to net book value and on a EV/EBITDA multiple of less than 9.  The collapse in the oil prices toward the year end significantly impacted Tagos and, as a consequence, it was necessary to write down the value of the investment. Celsis continued to perform well and the value of the holdings was increased by 50% in US dollars terms during the period.  Celsis is now in discussions to be acquired which could add further value to the portfolio in the current year.  Finally Team Rock has completed its website which is now gaining considerable interest, although revenue to date has been modest. The company is looking at a further round of financing to take the business through to profitability.

Outlook

We have seen over the last year that identifying value has become increasingly more challenging, as fewer companies trade at discounts to private market value, with ever decreasing market liquidity.  Notwithstanding this, there are a number of catalysts in place in the quoted portfolio which should support further improvement in the net asset value of the Company over the coming year including, for example, the recent bids for Accumili, Nationwide Accident Repair and the approach to acquire Essenden.

We are therefore hopeful that the current financial year will see a further improvement in the net asset value, even if financial markets face some headwind in the face of rising interest rates and the likelihood that corporate profits will miss expectations.

Harwood Capital LLP

10 July 2015

TEN LARGEST EQUITY HOLDINGS

as at 31 March 2015

	As at 31 March 2015					As at 31 March 2014
	Shares	Cost	Fair Value	% of NAV*		Shares	Cost	Fair Value	% of NAV*
Gleeson (MJ) Group Plc	3,400,000	6,915,146	13,600,000	14.61%		3,400,000	6,915,146	13,430,000	15.17%
Goals Soccer Centres Plc	3,500,000	4,569,864	7,700,000	8.27%		3,500,000	4,569,864	7,875,000	8.90%
OMG Plc	17,500,000	4,758,590	7,000,000	7.52%		16,575,000	4,503,700	4,392,375	4.95%
Celsis Group  Limited	594,276	3,639	6,004,595	6.45%		594,276	3,639	3,564,578	4.03%
Quarto Group Plc	3,000,000	4,004,064	5,190,000	5.58%		3,000,000	4,004,064	5,010,000	5.66%
Source Bioscience Plc	41,767,620	4,900,291	5,116,533	5.50%		225,000	27,500	27,563	0.03%
Innovation Group Plc	15,000,000	4,287,480	4,237,500	4.55%		552,631	103,511	190,658	0.22%
Bioquell Plc	3,000,000	3,586,360	3,510,000	3.77%		3,000,000	3,586,360	3,750,000	4.24%
Journey Group Plc	2,750,000	5,673,525	3,465,000	3.72%		2,750,000	5,673,525	4,262,500	4.82%
Accumuli Plc	9,900,000	1,520,548	3,247,200	3.49%		18,100,000	2,779,991	3,710,500	4.19%

*Net Asset Value

Gleeson (M.J.) Group Plc

The company operates two divisions, Gleeson Homes and Gleeson Strategic Land. Revenues and profits for this year showed a strong increase from the previous year driven by the need for increased demand for affordable housing among the group's core customers base in the North of England. Strategic Land continues to enjoy its recent levels of success in securing residential planning permission as well as progressing in the sale of a number of its sites.

The board remains confident in the Group's trading performance which match current market expectations after another set of excellent results for 2014, with a significant increase in revenues and profit leading the way. Gleeson Homes now has a land pipeline totaling 5,200 plots including owned sites and sites in the progress of being acquired. Gleeson is well positioned to meet its 1000 unit target over the forecasted period with significant growth potential further down the line.

Goals Soccer Centres Plc

The company is the leading operator of 5-a-side soccer centres, with 45 centres at present in the United Kingdom including recently opened new centres in Manchester, Doncaster and Newcastle. It currently also has one facility in Los Angeles and is actively looking to expand on this, given its success so far in the United States, where there are significant prospects for growth in the long term. The company generates substantial quantities of free cash and the shares were bought at a discount to private market value.

The company's end of year results were encouraging with an increase in sales and profit reported. The completion of the balance sheet restructuring has secured an efficient long term funding with plans to expand further in the US and the UK. The board are confident of delivering a strategy which will accelerate long term growth for the business.

OMG Plc

The Group operates as a component of a technology service business providing image understanding products and services for the entertainment, defence, life sciences and engineering industries. The Group has three core divisions through their operating business: Vicon, 2d3 Sensing and Yotta. OMG Life, another division, has been refocused on a licensing IP model which will remove sufficient risk and reduce their cost basis considerably and allow the other, more profitable, businesses to become more evident to the market.

The results for the year ended 30th September 2014 show revenue and profits ahead of expectations. The board have recently announced the successful sale of 2d3 Sensing for $25m, which was a market leader in providing image intelligence solutions to the defence market.

The transaction represents a significant premium over the Group's current EV/EBITDA ratio and will see 45% of net proceeds returned to its shareholders via an initial £5.1m special dividend. This will enhance future earnings visibility.

The next year will start to see the company's core market strengths emerging with Vicon and Yotta both looking to perform above last year expectations, with OMG Life now being less of a financial burden on the Group's resources moving forward.

Celsis Group Limited

The company is the world's dominant manufacturer of equipment and reagents which enable clients to rapidly detect pathogens in liquids. Celsis produces results that are 80 percent faster than traditional microbial methods during screen tests on the release of new products. This method has proven favourable with Home & Beauty, Food & Beverage and Pharmaceutical companies as it allows them to reduce hold times, reduce inventory requirements and reduce costs without compromising quality. On acquisition the company had three businesses: Rapid Detection (RD), providing diagnostic systems for detecting pathogens in liquids; In-Vitro Technologies (IVT), supplying human liver cells for use in drug research; and Analytical Services (AS), providing outsourced laboratory testing. The company now comprises only RD the company's core business, the rapid detection of pathogens in liquids. The sale of the first two businesses has enabled the full repayment of the Company's initial investment. Going forward, Rapid Detection is performing well ahead of budget. Strong growth across the business but particularly in Asia, growing at 30%, and in Pharmaceuticals, which makes up just 10% of sales but is growing at 25% p.a. Instrument sales are up 37%, locking in future reagent sales. Celsis is profitable, debt is less than one time EBITDA and profits continue to rise. It is likely that investment liquidity will be sought in the financial year 2016.

Quarto Group Plc

The company is the world's leading international co-edition publishing business and also publishes a range of "how to" books. The Group are in a unique position for growth as they are well positioned in a resilient market segment of book publishing with the benefit of a substantial portfolio of intellectual property.

The year 2014 saw Quarto make steady progress and deliver on its potential after a challenging first half of the year following a year of reorganisation. The board announced a total dividend for the year of 8.3p, an increase of 5% from the previous year and adjusted operating profit up 10%. The business now appears to be back on track and is beginning to deliver on its strategic priorities which will look to build further momentum throughout 2015. 

Source BioScience Plc

The company is an international laboratory service business supplying healthcare, life science research and biopharma, with nine facilities located in five countries and customers in over ninety countries. The company is split into three divisions: Healthcare, Life Sciences and the Stability and Bio Storage division.

The Healthcare division provides diagnostic testing for cancer and infectious disease for example screenings for cervical cancer. It also provides discreet testing for sexually transmitted diseases (predominantly Chalymida) as well as selling serology reagents which is a highly profitable business, with opportunities for growth in the US and Europe. The Life Sciences division provides DNA sequencing services for a network of international laboratories, pharmaceutical companies and academic research groups. The Stability and Bio Storage division provides services for supporting drug discovery and clinical service trials through to storage facilities for testing under environmentally controlled conditions. 

The business has strong market positions, high growing markets and high profit margins relative to incremental sales and is very cash positive. The management's strategy will use profits to fund small niche acquisitions to accelerate the growth over the medium term.

Innovation Group Plc

Innovation Group is a global provider of software and outsourcing services to the global insurance industry and related automotive, fleet and property sectors with 75% of the customer base made up of the top 20 global insurance companies. The company operates in Asia Pacific, Europe and the United States. The company's software portfolio offers capabilities for personal and commercial insurance value chain covering claims, policies, billing, rating, analytics and reinsurance through supply chain management and repair management.

The company has been able to generate new revenue and adjusted profit by delivering services and gaining market share along with the impact of three acquisitions. The business model continues to prove itself being net cash positive with the board declaring that it will continue to invest in further research and development as well as new acquisitions towards this year.

Bioquell Plc

The company is the world leader in bio-decontamination equipment. The Bio-decontamination division develops, designs and manufactures specialist surface sterilisation and filtration technology as a component of life sciences, defence sectors and health care and is a world leader in this market sector. Demand for the single patient room pods have become increasingly in demand through the outbreak of the Ebola virus (and the HPV bio-decontamination equipment.)

The Group's Bio division has faced a number of difficulties, however the business has initiated a cost reduction program with an adjusted business model which has helped generate financial returns from the divisions' core technology. Recent activity shows that the company has started to create value for shareholders after the sale of TraC Global Limited division for £44.5 million. The Board of Bioquell expects the majority of the net cash proceeds to be returned to Bioquell shareholders in due course, while pursuing further growth opportunities with a larger testing and certification business going forward.

Journey Group Plc

The company is a specialist air support business providing in-flight products, catering and cabin management services to the airline and travel industry. The group's operations are organised into two divisions, Watermark Products and Airfayre (USA). Watermark Products supplies in-flight products primarily to the international airline industry on a global basis. The Airfayre brand provides in-flight catering to the international and domestic airline industry in the United States through its patent protected supply chain. The core growth of the divisional business is driven through Airfayre which now services over 90,000 flights and supplies more than 2,180,00 'in-flight' meals. It currently services LA International, regional airports throughout Southern California as well as Long Beach International Airport.

The year 2014 saw another strong performance from the US business with the Group highlighting a third year of profit progression while strategically expanding its customer relationships. Results were in line with market expectations. Performance has been in line with management expectations and the board remains confident that it will be able to deliver continued shareholder value.

 Accumuli Plc

The company is a leading value added software distributor for the cyber security industry.  Accumuli's solutions and services secure IT infrastructure removes complexity of security management, and provides real time intelligence to counter an ever increasing threat landscape, while reducing total cost of implementation and on-going management. The company's strategy currently remains focused on building a leading UK based independent specialist in IT security, providing the enterprise and mid-market with unique solutions and service framework.

Subsequent to the Balance Sheet date, Accumuli was taken over by NCC Group PLC.

INVESTMENT SCHEDULE

as at 31 March 2015, expressed in £ Sterling

	Holding	Fair Value	Proportion of Net Assets
		£	%
LISTED INVESTMENTS
Great Britain - Equities (81.04%, 2014: 84.31%)
Accumuli Plc	9,900,000	3,247,200	3.49
Assetco Plc	1,050,000	2,940,000	3.16
Bioquell Plc	3,000,000	3,510,000	3.77
Catalyst Media Group Plc	3,125,000	1,250,000	1.34
Coats Group Plc	12,500,000	3,093,936	3.32
Cyprotex Plc	2,500,000	1,375,000	1.48
Easyhotel Plc	1,000,000	830,000	0.89
Ekf Diagnostics Holdings Plc	7,485,000	1,497,000	1.61
Essenden Plc	3,728,000	2,982,400	3.20
Goals Soccer Centres Plc	3,500,000	7,700,000	8.27
Hayward Tyler Group Plc	3,815,000	2,632,350	2.83
Idox Plc	1,500,000	592,500	0.64
Innovation Group Plc	15,000,000	4,237,500	4.55
Intelligent Energy Holdings	150,000	188,250	0.20
Journey Group Plc	2,750,000	3,465,000	3.72
Lakehouse Ltd	935,000	920,975	1.000
Mission Marketing Group Plc	2,000,000	840,000	0.90
MJ Gleeson Plc	3,400,000	13,600,000	14.61
Nationwide Accident Repair	800,000	696,000	0.75
Omg Plc	17,500,000	7,000,000	7.52
Parallel Media Group Plc	604,829	90,724	0.10
Plastics Capital Plc	97,934	98,913	0.11
Proactis Holdings Plc	914,200	795,354	0.85
Puricore Plc	1,907,500	572,250	0.62
Quantum Pharmaceutical Plc	1,000,000	1,120,000	1.20
Redcentric Plc	1,949,000	2,689,620	2.89
Redhall Group Plc	2,450,000	269,500	0.29
Source Bioscience Plc	41,767,620	5,116,533	5.50
Tangent Communications Plc	15,000,000	525,000	0.56
Treatt Plc	100,000	144,000	0.16
Trifast Plc	10,000	10,150	0.01
Walker Crips Group Plc	3,250,000	1,397,500	1.50
		75,427,655	81.04
British Virgin Islands - Equities (2.93%, 2014: Nil)
Public Service Properties Investments	11,500,000	2,731,250	2.93
		2,731,250	2.93
USA - Equities (5.58%, 2014: Nil)
Catalina Lighting Inc	46,200	93	-
Quarto Group Plc	3,000,000	5,190,000	5.58
		5,190,093	5.58
Total listed investments		83,348,998	89.55

	Holding	Fair Value	Proportion of Net Assets
UNLISTED INVESTMENTS		£	%
Great Britain - Equities (8.33%, 2014: 9.51%)
Celsis Group Limited	594,276	6,004,595	6.45
Interactive Investor Plc	5,853	280,944	0.30
IPT Group Limited	112,498	-	-
Sinav Limited	-	264,948	0.29
Team Rock  Limited	1,289,122	1,199,999	1.29
		7,750,486	8.33
Great Britain - Limited Partnership interest (0.54%, 2014: Nil)
Viking Investments 2 LP	500,000	500,000	0.54
		500,000	0.54
USA - Convertible Debt (0.36%, 2014: Nil)
Tagos Group,  LLC	500,000	336,802	0.36
		336,802	0.36
USA - Equities (0.52%, 2014: 1.13%)
Tagos Group,  LLC	7.5%	341,668	0.37
TGS Solutions, LLC	206,500	139,099	0.15
		480,767	0.52
Total unlisted investments		9,068,055	9.75
Total Investments		92,417,053	99.30
Cash		992,864	1.07
Other net current liabilities		(344,900)	(0.37)
Total net assets		93,065,017	100.00

STRATEGIC REPORT

Principal Activities and Business Review

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

A review of the Company's activities is given in the Company Overview, the Chairman's statement and the Investment Adviser's report.  The overview includes a review of the business of the Company and its principal activities, likely future developments of the business, dividends policy and details of the buyback of shares for cancellation during the year by the Company.  The Company's investment policy and its approach to achieving the investment policy and managing the associated risks are set out below and in note 17 to the financial statements.

Structure

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

Investment Policy

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

Achieving the Investment Policy

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

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

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

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

A detailed description of the key risk controls employed by the Manager is disclosed in Note 17 of the financial statements. An analysis of the Company's portfolio is disclosed in the Schedule of Investments including a description of the ten largest equity investments.  At the year end the Company's portfolio consisted of 45 holdings (2014: 43 holdings). The top 10 holdings represented 63. 47% (2014: 61.63%) of total net assets.

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

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

Investment Restrictions

The Company has adopted the following policies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Principal Risks and Uncertainties

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

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

Investment activity and performance

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

Level of discount or premium

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

Market price risk

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

Accounting, legal and regulatory

The Company must comply with the provisions of the Companies (Guernsey) Law, 2008 (as amended), and, since its shares are admitted to listing on the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange, the Company is subject to the FCA's Listing, Disclosure and Transparency Rules. A breach of the legislation could result in the Company and/or the Directors being fined or subject to criminal proceedings. A breach of the Listing Rules could result in the suspension of trading in the Company's shares. The Board relies on its company secretary and advisers to ensure adherence to the Guernsey legislation and the FCA's rules. The Investment Manager and the Administrator are contracted to provide investment, company secretarial, administration and accounting services through qualified professionals. The Board receives regular internal control reports that confirm compliance.

Operational

Disruption to, or the failure of either the Investment Manager's or the Administrator's accounting, dealings or payment systems, or the custodians' records could prevent the accurate reporting or monitoring of the Company's financial position.

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

Management, Administration and Custody Arrangements

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

The annual management fee is equivalent to 1.25 percent on the first £15,000,000 and 1 percent of any excess, in each case of the NAV.  This fee accrues daily, is to be calculated as of the last Business Day of each month and paid monthly in arrears.  Out of this fee the Investment Manager is responsible for payment of the fees of the Investment Adviser.  The Investment Manager is also entitled to be reimbursed for the reasonable out-of-pocket expenses incurred by the Investment Manager and the Investment Adviser.

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

Administration, Custodian and Company Secretarial services are provided to the Company by BNP Paribas Securities Services S.C.A., Guernsey Branch.  Registrar services are provided by Capita Registrars (Guernsey) Limited.

Related Parties

The Investment Adviser is considered to be a related party.  The fees paid are included in the Statement of Comprehensive Income.

Financial Review

At 31 March 2015, the net assets of the Ordinary shares was £93,065,017 (2014 - £88,497,381). The Net Asset Value per share was £5.69 (2014 - £5.31).  Details on the share returns are under Note 15.

Dividend Policy

To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations of the UK Listing Rules and the requirements of the Companies (Guernsey) Law, 2008 (as amended). The Directors do not propose payment of a dividend for the year ended 31 March 2015 (2014 - Nil).

The Bribery Act 2010

The Board of the Company has adopted a zero tolerance approach to instances of bribery and corruption. Accordingly it expressly prohibits any Director or associated persons when acting on behalf of the Company, from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the United Kingdom or abroad to secure any improper benefit for themselves or for the Company.

The Board insists on the same standards from its service providers in their activities for the Company.

Performance Measurement and Key Performance Indicators

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

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

·     The Board considers the performance of relevant indices at each quarterly Board meeting.

For and on behalf of the Board

Nigel Cayzer

Chairman

10 July 2015

DIRECTORS' REPORT

The Directors present the financial statements of the Company and their report for the year ended 31 March 2015. 

Share Capital

The Company's issued share capital as at 31 March 2015 consisted of 16,371,611 Ordinary Shares of 50p nominal value each.  All shares hold equal rights with no restrictions and no shares carry special rights with regard to the control of the Company.  There are no special rights attached to the shares in the event that the Company is wound up.

Since the year end 31 March 2015 the Company has purchased 65,000 Ordinary Shares for cancellation, bringing the issued share capital to 16,306,611 Ordinary Shares of 50p nominal value each.

Substantial Share Interests

Based upon information deemed to be reliable as provided by the Company's registrar, as at 8 July 2015, the following shareholders owned 5% or more of the issued shares of the Company.

	Number of Ordinary shares	Percentage of share class (%)
The Bank of New York (Nominees) Limited *	8,034,354	49.62
Nortrust Nominees Limited	1,650,247	10.19
State Street Nominees Limited OM04 Acct	863,772	5.33

* The Bank of New York (Nominees) Limited is nominee for North Atlantic Smaller Companies Investment Trust plc "NASCIT".  NASCIT has a holding of 7,106,284 Ordinary Shares

Notifications of Shareholdings

In the period from 1 April 2014 to 24 June 2015 the Company had been notified in accordance with Chapter 5 of the Disclosure and Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), of the following voting rights as a shareholder of the Company. For non-UK issuers, the thresholds prescribed under DTR 5.1.2 for notification of holdings commence at 5%.

	Number of Ordinary shares	Percentage of total voting rights (%)
CG Asset Management Limited	1,169,801	7.02%
Henderson Global Investors	2,353,086	14.13%
1607 Capital Partners LLC	892,000	5.36%
1607 Capital Partners LLC	812,000	4.92%
1607 Capital Partners LLC	989,228	6.07%
Henderson Global Investors	1,461,209	Below 5%

Going Concern

Going concern refers to the assumption that the Company has the resources to continue in operation for the foreseeable future. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:

1.   Working capital - As at 31 March 2015, there was a working capital surplus of £647,964. The Directors noted that as at 31 March 2015 (i) the gross investment income for the period from 1 April 2014 to 31 March 2015 was £1,178,369 and (ii) the Company had no borrowings, as such it has sufficient capital in hand to cover all expenses (which mainly consist of Investment Manager's fees, Administration fees, Directors fees and Professional fees) and to meet all of its obligations as they fall due.

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

3.   Investments - The Company has a tradable portfolio, as 90% of the investments are listed and can therefore be readily sold for cash.

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

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

Life of the Company

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

Buybacks

At the annual general meeting of the Company held in August 2014, the Directors were granted the general authority to purchase in the market up to 10.00% of the Ordinary Shares of each class in issue (as at 26 August 2014). This authority will expire at the forthcoming AGM.  The Directors intend to seek annual renewal of this authority from the Shareholders.

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

Disclosure of Information to Auditors

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

·     to the best of his or her knowledge and belief, there is no information relevant to the preparation of their report of which the Auditors are unaware; and

·     he or she has taken all steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company's auditors are aware of that information.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations for the year to 31 March 2015 (2014: None), nor does it have responsibility for any other emissions producing sources.

For and on behalf of the Board

Nigel Cayzer

Chairman

10 July 2015

CORPORATE GOVERNANCE REPORT

Applicable Corporate Governance Codes

The Board of the Company has considered how the principles and provisions of The UK Corporate Governance Code ("the Code"), revised in September 2012, have been applied by the Company.  A copy of the Code can be found at www.frc.org.uk/documents.  The Board acknowledges and has reported on these revisions to the Code (and the associated FRC Guidance on Audit Committees).

On 1 January 2012, the Guernsey Financial Services Commission's ("GFSC") "Finance Sector Code of Corporate Governance" ("GFSC Code") came into effect. The GFSC have stated in the GFSC Code, that companies which report against the UK Corporate Governance Code are deemed to meet the GFSC Code, and need take no further action.

Corporate Governance Statement

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

The role of the chief executive

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

Executive directors' remuneration

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

Internal audit function

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

The Company complies with the corporate governance statement requirements pursuant to the Financial Conduct Authority (FCA) Disclosure and Transparency Rules by virtue of the information included in the Corporate Governance section of the annual report together with information contained in the Strategic Report and the Directors' Report.

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

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

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

Directors

Nigel Cayzer (Chairman)

British

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

Jamie Brooke

British

Jamie is a fund manager at Henderson Global Investors. He has spent over 20 years investing in smaller companies, listed and private, at all stages of development. Prior to this, he trained as an ACA with Deloitte. Jamie is on the board of various other UK listed companies.

Sidney Cabessa

French

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

Walid Chatila

Canadian

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

Rupert Evans

British

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

Christopher Mills

British

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

John Grace

New Zealander

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

John Radziwill

British

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

Our Governance Framework

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

Board Independence and Composition

The Board

The Board is comprised of seven independent non-executive Directors including the Chairman Nigel Cayzer and one non-independent Director, Christopher Mills who is an employee of the Investment Manager.   The biographical details of the Directors holding office at the date of this report are listed after the Corporate Governance Report, and demonstrate a breadth of investment, accounting and professional experience. The Board does not consider it necessary to appoint a senior independent Director, as it is considered that all the Directors have different qualities and areas of expertise on which they may lead where issues arise and to whom concerns can be conveyed.  The performance of the Company is considered in detail at each board meeting.  An evaluation of Directors' performance, their independence and the work of the Board as a whole and its committees is reviewed annually by the Nominations Committee.  The Directors also meet without the Chairman present in order to review his performance.  The Board considers that independence is not compromised by the length of tenure and that it has the appropriate balance of skills, experience, ages and length of service in the circumstances.  The majority of the Board is considered to be independent.

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

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

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

·     organises induction of new Directors; and

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

Directors' Appointment and Re-election

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

The Articles of Incorporation provide that Directors are initially appointed until the following Annual General Meeting when, it is required that they be re-elected by shareholders.  The Articles of Incorporation also provide that each year one-third of the Directors shall retire by rotation.  The retiring Directors will then be eligible for reappointment. 

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

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

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

Responsibilities

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

Tenure

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

Conflict of Interests

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

It has also been agreed that the Directors will advise the Chairman and the Company Secretary in advance of any proposed external appointment. 

None of the Directors had a material interest in any contract, which is significant to the Company's business. The Directors' Remuneration Report provides information on the remuneration and interests of the Directors. 

Performance evaluation

The Board has adopted a formal annual evaluation of its own performance and that of its Committees and individual Directors.  The last evaluation took place in March 2015 and was led by the Chairman.  Mr Evans took the lead in the evaluation of the Chairman's performance. 

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

Following the annual board evaluation in March 2015, it was concluded that all Directors with the exception of Mr Mills were independent and that the Chairman and all Directors had a good understanding of the investments and market and felt well prepared and able to participate fully at Board meetings.  It was agreed that Board meetings were effective and all relevant topics were fully discussed, with the board having a good range of skills and competency.

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

Induction/Information and Professional Development

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

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

Independent Advice

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

Directors' Indemnity

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

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

Board Meetings

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

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

Attendance at scheduled meetings of the Board and its committees in the 2014/15 financial year

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

In addition to these meetings, 4 ad-hoc Committee meetings were held during the year for various matters.

Board Committees

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

 www.oryxinternationalgrowthfund.co.uk

Nomination Committee

Membership:

Nigel Cayzer - Chairman (Independent non-executive Director)

Walid Chatila (Independent non-executive Director)

Rupert Evans (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

Jamie Brooke (Independent non-executive Director)

Sydney Cabessa (Independent non-executive Director)

John Grace (Independent non-executive Director)

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

Key Objectives

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

Responsibilities

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

·     Oversees the performance evaluation of the Board, its committees and individual Directors;

·     Reviews the tenure of each of the non-executive Directors;

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

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

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

Committee Meetings

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

Main Activities during the Year

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

The terms of reference for the Committee incorporate the changes to the UK Corporate Governance Code 2012. 

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

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

Nigel Cayzer

On behalf of the Nomination Committee

10 July 2015

CORPORATE GOVERNANCE REPORT (continued)

Audit Committee

Membership:

Walid Chatila - Chairman (Independent non-executive Director)

Rupert Evans (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

Key Objectives

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

Responsibilities

·     Reviewing the Company's internal financial controls;

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

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

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

·     Overseeing the relationship with the external auditors;

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

·     To analyse the key procedures adopted by the Company's Service Providers; and

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

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

Committee Meetings

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

Main Activities during the Year

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

Following the publication of the revised version of the UK Corporate Governance Code, which apply to financial years commencing on or after 1 October 2012, the Board requested that the Committee advise them on whether it believes the annual report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. The Committee's terms of reference can be found on the Company's website www.oryxinternationalgrowthfund.co.uk.

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

Financial Reporting

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

·     The quality and acceptability of accounting policies and practices;

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

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

·     Whether the annual report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and

·     Any correspondence from regulators in relation to the quality of our financial reporting.

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

Significant Issues

In relation to the annual report and financial statements for the year ended 31 March 2015, the following significant issues were considered by the Audit Committee:

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

Internal Controls

The Board is responsible for the Company's system of internal control and for reviewing its effectiveness, which was in place up to the date the financial statements were signed.  The Board has delegated the responsibility of regularly reviewing the effectiveness of the systems of internal controls in place to the Audit Committee.

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

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

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

By means of the procedures set out above, the Committee confirms that it has reviewed the effectiveness of the Company's system of internal financial and operating controls for the year ended 31 March 2015 and to the date of approval of this Annual Report and that no issues have been noted.

External Audit

The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Committee received a detailed audit plan from KPMG identifying their assessment of the significant audit risks. For the 2015 financial year the significant audit risks identified were the valuation of unlisted investments and fraud risk, including management override of controls. The significant risks were tracked through the year and the Committee challenged the work performed by the auditors to test management override of controls and in addition the audit work undertaken in respect of valuations of unlisted investments. The Committee assess the effectiveness of the audit process in addressing these matters through the reporting received from KPMG in relation to the year-end. In addition, the Committee seeks feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For the 2015 financial year, the Committee was satisfied that there had been appropriate focus and challenge on the significant and other key areas of audit risk and assessed the quality of the audit process to be good.

Appointment and Independence

The Committee considers the reappointment of KPMG, including the rotation of the audit engagement partner, and assesses their independence on an annual basis. KPMG is required to rotate the engagement partner responsible for the audit every five years. The current audit engagement partner has been in place for two years. KPMG has been the Company's external auditors since 31 March 2010.  Due to the Company's incorporation in Guernsey, it is not obliged to comply with proposed developments in the UK and the EU on audit tendering. The Committee does however keep under review the ongoing legislative proposals on audit tendering and rotation from the EU and the Competition Commission in the UK. The Committee will continue to consider annually the need to go to tender for audit quality or independence reasons and will be guided by any final changes to the UK Corporate Governance Code. Subject to the outcome of this process continuing to be satisfactory, it is currently expected that KPMG will remain in office and a resolution to reappoint them for the 2016 audit will therefore be proposed at the AGM.

In its assessment of the independence of the external auditors, the Committee receives details of any relationships between the Company and KPMG that may have a bearing on their independence and receives confirmation that the external auditors are independent of the Company.

The Committee approved the fees for audit services for 2014/15 after a review of the level and nature of work to be performed, and after being satisfied by KPMG that the fees were appropriate for the scope of the work required.

Non Audit Services

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

The external auditor was remunerated £41,000 for their services rendered in 2014/15. Of this amount, £41,000 was in relation to the year-end audit.

The Committee is satisfied with the effectiveness of the audit provided by KPMG, and is satisfied with their independence. The Committee has therefore recommended to the Board that KPMG be reappointed as external auditors for the year ending 31 March 2016, and to authorise the Directors to determine their remuneration. The auditors, KPMG, have indicated their willingness to continue in office. Accordingly, a resolution proposing the reappointment of KPMG as our external auditors will be put to the shareholders at the 2015 AGM. There are no contractual obligations restricting the Committee's choice of external auditors and we do not indemnify our external auditors.

Committee Evaluation

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

Walid Chatila

On behalf of the Audit Committee

10 July 2015

Relationship with the Investment Manager and the Administrator

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

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

Shareholder Engagement

Communications with Shareholders

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

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

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

Institutional Investors - use of voting rights

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

2015 Annual General Meeting ("AGM")

The AGM will be held in Guernsey on 14 August 2015 at 10:00 GST.  The notice for the Annual General Meeting set out in the Shareholder Circular accompanying this Annual Report sets out the ordinary and special resolutions to be proposed at the meeting.  Separate resolutions are proposed for each substantive issue.

DIRECTORS' REMUNERATION REPORT

Annual Statement

Dear Shareholder

This report meets the relevant Listing Rules of the Financial Conduct Authority and the UK Corporate Governance Code and describes how the Board has applied the principles relating to Directors' remuneration.  An ordinary resolution to ratify this report will be proposed at the Annual General Meeting on 14 August 2015.

The rest of this report is split into two parts:

·     The Directors' remuneration policy sets out the company's proposed policy on Directors' remuneration for the year.  The Directors' remuneration policy is subject to annual review. 

·     The annual report on remuneration sets out payments made to the Directors. 

Changes to the Board

There was no change to the Board during the year.

Conclusion

We have provided an at a glance summary of 2014/15 remuneration immediately after this letter.  The Annual Report on Remuneration provides further details and the Directors' Remuneration Policy sets out how we are building for the future.

I hope that we can rely on your vote in favour of the annual report.

At a Glance

Single total figure for Directors for 2014/15

Director	Fees £	Other Fees £	Total £
Nigel Cayzer	25,000	-	25,000
Jamie Brooke	18,000	-	18,000
Sydney Cabessa	18,000	-	18,000
Walid Chatila	18,000	-	18,000
Rupert Evans	18,000	-	18,000
Christopher Mills	18,000	-	18,000
John Grace	18,000	-	18,000
John Radziwill	18,000	-	18,000

Single total figure for Directors for 2013/14

Director	Fees £	Other Fees £	Total £
Nigel Cayzer	25,000	-	25,000
Jamie Brooke	9,000	-	9,000
Sydney Cabessa	18,000	-	18,000
Walid Chatila	18,000	-	18,000
Rupert Evans	18,000	-	18,000
Christopher Mills	18,000	-	18,000
John Grace	18,000	-	18,000
John Radziwill	18,000	-	18,000

Remuneration Policy

The determination of the Directors' fees is a matter dealt with by the Board. The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration, although the Directors will review the fees paid to the Boards of Directors of similar investment companies. No Director is to be involved in decisions relating to his or her own remuneration.

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

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

Directors are authorised to claim reasonable expenses from the Company in relation to the performance of their duties.

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable high calibre candidates to be recruited.  During the year 2014/15, the policy was for the Chairman of the Board to be paid a higher fee than the other Directors in recognition of their more onerous role and more time spent. The Board may amend the level of remuneration paid within the limits of the Company's Articles of Incorporation.  A resolution was approved by the Shareholders at the Annual General Meeting on 26 August 2014 to raise the limit on the aggregate fees payable to the Board of Directors from £150,000 per annum to £200,000.  

Policy Table

Directors' Fees Policy

Element	Undertaking in relation to the Element	Maximum Potential Value	Performance Metrics Used
Fees
To recognise time spent and the responsibilities borne and to attract high calibre candidates who have the necessary experience and skills	Directors' fees are set by the Board;   Annual fees are paid quarterly in arrears Fees are reviewed against those for Directors in companies of similar scale and complexity Fees were last reviewed in 2013 Directors do not receive benefits and do not participate in any incentive or pension plans	Current fee levels are shown in the remuneration report The Company's current Articles of Incorporation limit the aggregate fees payable to the Board of Directors to a total of £200,000 per annum	Directors are not remunerated based on performance and are not eligible to participate in any performance related arrangements

Service Contracts and Policy on Payment of Loss of Office

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

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

Dates of Directors' Appointment

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

Directors Interests

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

	31 March 2015 Ordinary Shares	31 March 2014 Ordinary Shares
Christopher Mills	328,716	328,716
John Radziwill *	419,000	419,000
John Grace **	130,000 346,607	130,000 346,607

*   John Radziwill is a Director of a fund, held by his family trust, that holds 419,000 Ordinary Shares and which is managed by an independent fund manager.

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

Christopher Mills is a principal shareholder and Director of Harwood Capital LLP, the Investment Manager and Investment Adviser.  Harwood Capital LLP is entitled to fees as detailed in notes 4 and 5.   Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company.

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

Annual Report on Remuneration

Other than as shown in the Directors Remuneration Report, no other remuneration or compensation was paid or payable by the Company during the year to any of the Directors, other than travel expenses of £32,299 (2014: £3,610).

Advisers to the Remunerations Committee

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

Nigel Cayzer

On behalf of the Board

10 July 2015

DIRECTORS' RESPONSIBILITIES REPORT

The Directors are responsible for preparing financial statements for each financial year which give a true and fair view, in accordance with applicable Guernsey law and International Financial Reporting Standards ('IFRS') as adopted by the European Union, of the state of affairs of the Company and of the profit or loss for the period.

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

·     Select suitable accounting policies and apply them consistently;

·     Make judgements and estimates that are reasonable and prudent;

·     State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008, as amended. 

The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The Directors confirm to the best of their knowledge that:

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

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

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

·     The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the company's performance, business model and strategy.

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

By order of the Board

Walid Chatila                                                       John Radziwill

Director                                                               Director

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL GROWTH FUND LIMITED

Opinions and conclusions arising from our audit 

Opinion on financial statements 

We have audited the financial statements of Oryx International Growth Fund Limited (the "Company") for the year ended 31 March 2015 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and the related notes.  The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union ('EU').  In our opinion, the financial statements: 

•     give a true and fair view of the state of the Company's affairs as at 31 March 2015 and of its total comprehensive income for the year then ended; 

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

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

Our assessment of risks of material misstatement 

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

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

Valuation of investments (£92,417,053)

Refer to the Audit Committee section of the Corporate Governance Report, Note 2(b) (use of estimates and judgements), Note 2(e) (financial assets), Note 18 (fair value hierarchy)

·    The risk - As at 31 March 2015 the Company had invested 99% of its net assets in equities, convertible debt and a limited partnership interest (together, "investments") in listed and unlisted small and mid-size entities.  As described in the Audit Committee section of the Corporate Governance Report, the valuation of the Company's investments, given that it represents the majority of the Company's net assets, is a significant area of our audit.  The Company's holdings in listed investments (representing 89% of net assets) are valued based on the bid prices as at 31 March 2015.  The Company's holdings in unlisted investments (representing 10% of net assets) are valued based on the International Private Equity and Venture Capital (IPEV) valuation guidelines, which involves the use of significant judgement.

·    Our response - Our audit procedures in respect of the Company's investments included, but were not limited to, evaluating the design and implementation of controls over the valuation of both listed and unlisted investments and testing the effectiveness of the controls over the valuation of listed investments; independent verification of bid prices of listed investments to a third party source and an assessment of the trading volumes behind such bid prices. 

For unlisted investments, we assessed the appropriateness of the techniques used to value the unlisted investments.  We challenged the Investment Manager's key assumptions used in preparing these valuations.  In particular, we focused on the appropriateness of the valuation basis selected as well as the underlying assumptions, such as the choice of benchmark for earnings multiples, and the validity of acquisition price being used to value a holding.  We compared key underlying financial data inputs to external sources, investee company audited accounts and management information as applicable.  

We also considered the Company's disclosures (see Note 2(b)) in relation to the use of estimates and judgements in determining the fair value of investments and the Company's investment valuation policies adopted and fair value disclosures in Note 2(e) and Note 18 for compliance with International Financial Reporting Standards as adopted by the EU.

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

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

The materiality for the financial statements as a whole was set at £2,730,000.  This has been calculated using a benchmark of the Company's net asset value (of which it represents approximately 3%) which we believe is the most appropriate benchmark as net asset value is considered to be one of the principal considerations for members of the Company in assessing the financial performance of the Company.

We agreed with the audit committee to report to it all corrected and uncorrected audit misstatements we identified through our audit with a value in excess of £136,000, in addition to other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Our assessment of materiality has informed our identification of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed above. 

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

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of Directors; and the overall presentation of the financial statements. 

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit.  If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Matters on which we are required to report by exception 

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

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

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

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

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

•     the Company has not kept proper accounting records; or

•     the financial statements are not in agreement with the accounting records; or

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

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

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

Scope of report and responsibilities 

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

This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008 and, in respect of any further matters on which we have agreed to report, on terms we have agreed with the Company.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor 

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

Lee C Clark

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors 

Glategny Court, Glategny Esplanade,

St Peter Port, Guernsey

GY1 1WR

10 July 2015

The maintenance and integrity of the Oryx International Growth Fund Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements or audit report since they were initially presented on the website.

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

 

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2015, expressed in £ Sterling

 

			2015	2014
		Notes	£	£
Income
Dividends		3	1,155,662	1,283,063
Other Income		3	22,707	626
			1,178,369	1,283,689
Realised gains on investments		10	9,955,720	9,575,555
Unrealised (loss) / gain on revaluation of investments		10	(3,581,682)	16,834,944
(Loss) / gain on foreign currency translation			(4,460)	7,169
Total revenue			6,369,578	26,417,668
Expenses
Management and investment adviser's fee		4	933,806	822,241
Directors' fees and expenses		8	190,213	145,610
Legal and professional fees			130,134	187,433
Supplementary management fee		5	150,000	150,000
Transaction costs			92,918	110,348
Administration fees		7	83,211	74,783
Audit fees			43,711	36,488
Custodian fees		6	22,979	23,776
Insurance			4,988	4,777
Registrar and transfer agent fees			21,118	22,580
Other expenses			42,302	134,433
Total expenses			1,715,380	1,712,469
Total comprehensive income for the year before taxation			5,832,567	25,988,888
Withholding tax on dividends		9	71,100	94,344
Total comprehensive income for the year			5,761,467	25,894,544
Earnings per share - basic and diluted:
Ordinary		15	£0.35	£1.46

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

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

STATEMENT OF FINANCIAL POSITION

as at 31 March 2015, expressed in £ Sterling

			2015	2014
		Notes	£	£
Non-current assets
Listed investments designated at fair value through profit or loss (Cost - £73,744,583 (2014 - £59,038,000))			83,348,998	74,941,476
Unlisted investments designated at fair value through profit or loss (Cost - £2,831,710 (2014 - £7,577,229))			9,068,055	11,096,195
		10	92,417,053	86,037,671
Current assets
Cash and cash equivalents			992,864	2,648,523
Amounts due from brokers			-	80,737
Dividends and interest receivable			91,800	65,400
Other receivables			4,721	6,716
			1,089,385	2,801,376
Total assets			93,506,438	88,839,047
Current liabilities
Other payables and accrued expenses			261,099	316,993
Amounts due to brokers			180,322	24,673
			441,421	341,666
Net assets			93,065,017	88,497,381
Shareholders' equity
Called up share capital		11	50,879,089	51,018,780
Capital redemption reserve			1,246,500	1,246,500
Other reserves			40,939,428	36,232,101
Total equity shareholders' funds			93,065,017	88,497,381
Net Asset Value per Share - basic and diluted		14	£5.69	£5.31

The financial statements were approved by the Board of Directors on 10 July 2015 and are signed on its behalf by:

Walid Chatila                                                    John Radziwill                                                                                                                          

Director                                                            Director

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

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2015, expressed in £ Sterling

	Notes	Share Capital	Capital redemption reserve	Other reserves	Total
		£	£	£	£
Balance at 1 April 2014		51,018,780	1,246,500	36,232,101	88,497,381
Total Comprehensive Income for the
Year		-	-	5,761,467	5,761,467
Transactions with owners,
recorded directly in equity
Contributions, redemptions and distributions to shareholders
- Cancellation of shares	11	(139,691)	-	(1,054,140)	(1,193,831)
Total transactions with owners		(139,691)	-	(1,054,140)	(1,193,831)
Balance at 31 March 2015		50,879,089	1,246,500	40,939,428	93,065,017

	Notes	Share Capital	Capital redemption reserve	Other reserves	Total
		£	£	£	£
Balance at 1 April 2013		52,103,367	1,246,500	16,539,557	69,889,424
Total Comprehensive Income for the
Year		-	-	25,894,544	25,894,544
Transactions with owners,
recorded directly in equity
Contributions, redemptions and distributions to shareholders
- Cancellation of shares	11	(1,084,587)	-	(6,202,000)	(7,286,587)
Total transactions with owners		(1,084,587)	-	(6,202,000)	(7,286,587)
Balance at 31 March 2014		51,018,780	1,246,500	36,232,101	88,497,381

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

 

STATEMENT OF CASH FLOWS

for the year ended 31 March 2015, expressed in £ Sterling

			2015	2014
		Notes	£	£
Net cash (outflow)/inflow from operating activities		13	(457,370)	6,120,056
Financing Activities
Cancellation of shares			(1,193,829)	(7,286,587)
Cash outflow from financing activities			(1,193,829)	(7,286,587)
Net decrease in cash and cash equivalents			(1,651,199)	(1,166,531)
Cash and cash equivalents at beginning of year			2,648,523	3,807,885
Effect of exchange rate fluctuations on cash and cash equivalents			(4,460)	7,169
Cash and cash equivalents at end of year			992,864	2,648,523

For the year ended 31 March 2015, cash received from dividends was £1,129,262 (2014: £1,140,748) and interest received was £22,707 (2014: £626).

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

NOTES TO THE FINANCIAL STATEMENTS

1.   General

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

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

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

2.   Accounting policies

Basis of preparation

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

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

a) Going concern

Going concern refers to the assumption that the Company has the resources to continue in operation for the foreseeable future. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:

·     Working capital - As at 31 March 2015, there was a working capital surplus of £647,694. The Directors noted that as at 31 March 2015 (i) the gross investment income for the period from 1 April 2014 to 31 March 2015 was £1,178,369 and (ii) the Company had no borrowings, as such it has sufficient capital in hand to cover all expenses (which mainly consist of Investment Manager's fees, Administration fees and Professional fees) and to meet all of its obligations as they fall due.

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

·     Investments - The Company has a tradable portfolio, as 90% of the investments are listed and can therefore be readily sold for cash.

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

b) Use of estimates and judgements

The preparation of financial statements in accordance with IFRS adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates.

Judgement is exercised in terms of whether the price of recent transaction remains the best indicator of fair value for financial instruments at the statement of financial position date. The manager reviews sector and market information and the circumstances of the investee company to determine if the valuation adopted at the statement of financial position date remains the best indicator of fair value.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Information about areas of critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are set out in Note 2(e).  Information about significant areas of estimation uncertainty that have the most significant effects on the amounts recognised in the financial statements are set out in notes 17 and 18.

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

New standards, amendments and interpretations to existing standards that become effective in future accounting periods and have not been adopted by the Company;

International Financial Reporting Standards (IFRS)	Effective for periods beginning on or after
IFRS 9 - Financial Instruments: Classification and Measurement	1 January 2018
IFRS 15 - Revenue from Contracts with Customers	1 January 2017

The Directors have not yet fully assessed the impact these new standards will have on the financial statements of the Company but their initial opinion is that it will not be significant.

d)   Income recognition

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

e)   Financial assets

Classification

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

This category comprises financial assets designated at fair value though profit or loss upon initial recognition - these include financial assets that are not held for trading purposes and which may be sold.  These are principally investments in listed and unlisted equities.

Fair value measurement principles

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

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

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

Fair value measurement principles(continued)

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

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

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

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

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

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

f)    Other receivables

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

g)   Cash and cash equivalents

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

h)   Other payables and accrued expenses

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

i)    Foreign currency translation

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

j)    Realised and Unrealised Gains and Losses

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

k)   Financial liabilities

Amounts due to brokers represent payables for investments that have been contracted for but not yet settled or delivered at the year end. Financial liabilities include trade payables and other payables which are held at amortised cost using the effective interest rate method.

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

l)    Equity

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

Other reserves and the Capital Redemption Reserve include all current and prior results as disclosed in the Statement of Comprehensive Income. Other Reserves also includes the deduction for the excess of consideration paid over nominal value on share buy-backs.

m)  Expenses

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

n)   Segmental reporting

Operating segments are reported in the manner consistent with the internal reporting used by the chief operating decision-maker ('CODM').  The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors who makes strategic decisions regarding the investment of the Company.  Other than as disclosed in note 16, the CODM does not consider necessary to provide further analysis for the Company.

3.   Income

	2015	2014
	£	£
Dividends	1,155,662	1,283,063
Interest income	22,707	626
	1,178,369	1,283,689

4.   Investment Manager and Investment Adviser's fee

Harwood Capital LLP, the Investment Manager and Investment Adviser, is entitled to a fee of 1.25% on the first £15 million of the Net Asset Value of the Company, and 1% of any excess, payable monthly in arrears.  The agreement can be terminated giving 12 months' notice or immediately should the Investment Manager be placed into receivership or liquidation.  The Investment Manager is entitled to all the fees accrued and due up to the date of such termination but is not entitled to compensation in respect of any termination. At 31 March 2015 an amount of £83,335 payable to the Investment Manager (2014: £150,470) was included in other payables and accrued expenses. 

5.   Supplementary Management fee

In 2005, the Investment Manager agreed to waive its right to exercise management options to subscribe for ordinary shares in exchange for a discretionary bonus (supplementary management fee).

In December 2014, the Investment Adviser requested that a payment of £150,000 in respect of 2014 supplementary management fee to be paid. The supplementary management fee is paid annually in arrears.

This payment was approved by the Board of Directors on 4 December 2014 and the appropriate disclosure made in accordance with the Listing Rules.

6.   Custodian fee

BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as custodian on 1 April 2007 and is entitled to an annual safekeeping fee based upon the value of investments held plus transactions fees, subject to a minimum of £4,000 per annum.  At 31 March 2015 an amount of £3,682 is payable to the custodian (2014 : £7,863) and is included in other payables and accrued expenses.

7.   Administration fees

BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as secretary and administrator on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first £20 million, 0.10% on the next £20 million and 0.075% of any excess of the Total Assets, subject to a minimum of £50,000 per annum.  At 31 March 2015 an amount of £26,030 (2014: £30,815) is payable to the administrator and is included in other payables and accrued expenses.

8.   Directors' fees and expenses

With the exception of the Chairman, who is entitled to a fee of £25,000 per annum, each Director is entitled to £18,000 per annum from the Company. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company.

9.   Taxation

The Company is eligible for exemption from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989.  As such, the Company is only liable to pay a fixed annual fee, currently £1,200 (2014: £600). The withheld tax shown in the Statement of Comprehensive Income account relates to overseas dividend received or receivable.

10.  Investments at fair value through profit or loss

	2015	2014
	£	£
Cost at beginning of year	66,615,229	64,141,203
Additions	37,762,591	35,197,228
Disposals	(37,757,247)	(42,298,757)
Realised gains on investments	9,955,720	9,575,555
Cost at end of year	76,576,293	66,615,229
Unrealised gain on investments	15,840,760	19,422,442
Fair value at end of the year	92,417,053	86,037,671

Representing:

	2015	2014
	£	£
Listed Equities	83,348,998	74,941,476
Fixed Income of Listed Equity	-	1,680,000
Unlisted Equities	9,068,055	9,416,195
	92,417,053	86,037,671

11. Share Capital

Authorised Share Capital

					Number of Shares		£
Authorised:
Ordinary shares of 50p each					90,000,000		45,000,000

Ordinary Shares Issued - 1 April 2014 to 31 March 2015

Ordinary Shares of 50p each		Number of Shares		Share Capital £
At 1 April 2014		16,650,992		51,018,780
Cancellation of shares		(279,381)		(139,691)
At 31 March 2015		16,371,611		50,879,089

Ordinary Shares Issued - 1 April 2013 to 31 March 2014

Ordinary Shares of 50p each		Number of Shares		Share Capital £
At 1 April 2013		18,813,724		52,103,367
Cancellation of shares		(2,162,732)		(1,084,587)
At 31 March 2014		16,650,992		51,018,780

12.  Share buybacks

Between 1 April 2014 and 31 March 2015, the Company carried out 3 share buybacks, resulting in 

a total reduction of 279,381 shares for a cost of £1,193,829.  These shares were subsequently cancelled.

13.  Cash flows from operating activities

				2015		2014
				£		£
Total comprehensive income for the year				5,761,467		25,894,544
Realised gains on investments				(9,955,720)		(9,575,555)
Unrealised gain / (loss) on revaluation of investments				3,581,682		(16,834,944)
Gain / (loss) on foreign currency translation				4,460		(7,169)
				(6,369,578)		(26,417,668)
Purchase of investments				(37,762,591)		(35,197,229)
Proceeds from sale of investments				37,757,245		42,298,757
				(5,346)		7,101,528
Increase in dividends and interest receivable				(26,400)		(47,900)
Decrease / (increase) in other receivables				1,995		(4,331)
Decrease / (increase) in amounts due from brokers				80,737		(80,737)
Increase in amounts due to brokers				155,649		24,673
Decrease in manager's fees payable				(67,135)		(90,351)
Increase / (decrease) in other payables and accrued expenses				11,241		(259,702)
				156,087		(458,348)
				(457,370)		6,120,056

14.  Reconciliation of net asset value to published net asset value

	2015		2014
Ordinary Shares	£	£ per share	£	£ per share
Published net asset value	94,286,473	5.76	90,030,373	5.41
Unrealised loss on revaluation of investments at bid / mid-price	(1,696,656)	(0.10)	(1,532,992)	(0.10)
Adjustment to Accumuli Plc's valuation based on the transaction price agreed with NCC Group Plc to acquire Accumuli Plc	475,200	0.03	-	-
Net asset value attributable to shareholders	93,065,017	5.69	88,497,381	5.31

15.  Earnings per Share and net asset value per share

The calculation of basic earnings per share for the Ordinary Share is based on net income of £5,761,467 (2014: £25,894,544) and the weighted average number of shares in issue during the year of 16,589,534 shares (2014: 17,843,164 shares).  At 31 March 2015 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.

The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of £93,065,017 (2014: £88,497,381) and the number of shares in issue at the year end of 16,371,611 shares (2014: 16,650,992 shares). 

16.  Segment information

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

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

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

The geographical breakdown of the Company's investment portfolio is set out in the Schedule of Investments of the annual report.

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

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

17.  Financial risk management

The Company's financial assets mainly comprise equity investments, trade receivables and cash balances. Note 2 sets out the accounting policies, including criteria for recognition and the basis for measurement, applied to significant financial assets and liabilities. Note 2 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised.

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

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

(i)               market risk, including currency risk, interest rate risk and other price risk;

(ii)              liquidity risk; and

(iii)             credit risk

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

i)    Market risk

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

Currency risk

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

At 31 March 2015 the currency profile of those financial assets and liabilities was:

	GBP	USD	NZD		Total
	£	£	£		£
Non current investments at fair value through profit or loss	82,235,914	7,087,206	3,093,933		92,417,053
Dividends and interest receivable	91,800	-	-		91,800
Cash and cash equivalents	992,889	(25)	-		992,864
Other receivables and prepayments	4,721	-	-		4,721
Other payables and accrued expenses	(441,421)	-	-		(441,421)
Total net foreign currency exposure	82,883,903	7,087,181	3,093,933		93,065,017

At 31 March 2014 the currency profile of those financial assets and liabilities was:

GBP USD NZD Total £ £ £ £ Non current investments at fair value through profit or loss 74,094,959 7,518,516 4,424,196 86,037,671 Dividends and interest receivable 65,400 - - 65,400 Cash and cash equivalents 2,648,460 62 - 2,648,522 Other receivables and prepayments 87,454 - - 87,454 Other payables and accrued expenses (341,666) - - (341,666) Total net foreign currency exposure 76,554,607 7,518,578 4,424,196 88,497,381

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

		31 March 2015		31 March 2014
Currency	Increase/decrease in the exchange rate	Impact on Total Comprehensive Income	Impact on Net Assets	Impact on Total Comprehensive Income	Impact on Net Assets
		£	£	£	£
USD	10%/(10%)	(644,290)/787,468	(644,290)/787,468	(683,390)/835,482	(683,390)/835,482
NZD	10%/(10%)	(281,267)/343,770	(281,267)/343,770	(402,199)/491,578	(402,199)/491,578

Interest rate risk

Interest rate movements may affect:

·     the fair value of the investments in fixed rate securities;

·     the level of income receivable on cash deposits and floating rate debt instruments; and

·      the interest payable on the Company's variable rate borrowings, if any.

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

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

Other price risk

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

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

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

The Company's exposure to other changes in market prices at 31 March 2015 on its investments was as

follows:

	2015	2014
	£	£
Financial assets at fair value through profit or loss
- Non current investments at fair value through profit or loss	92,417,053	86,037,671

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

			2015		2014
			Increase in fair value	Decrease in fair value	Increase in fair value	Decrease in fair value
			£	£	£	£
Income statement
Profit / (loss) for the year			9,241,705	(9,241,705)	8,603,767	(8,603,767)
Net assets			9,241,705	(9,241,705)	8,603,767	(8,603,767)

ii)   Liquidity risk

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

The Company is faced with some level of liquidity risk as 10% of the Company's investments are in unlisted equities and other investments that may not be readily realisable.

In accordance with the Company's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews it.

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

	31 March 2015			31 March 2014
	Less than 1year	No maturity date	Total	Less than 1year	No maturity date	Total
	£	£	£	£	£	£
Listed	-	83,348,998	83,348,998	-	74,941,476	74,941,476
Unlisted	264,948	8,803,107	9,068,055	-	11,096,195	11,096,195
	264,948	92,152,105	92,417,053	-	86,037,671	86,037,671

The Company's financial liabilities are due to mature within one year from the balance sheet date.

iii)  Credit risk

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

There is a risk that the custodian and bank used by the Company to hold assets and cash balances could fail and that the Company's assets may not be returned. Associated with this is the additional risk of fraud or theft by employees of those third parties. The Board manages this risk through the Investment Manager monitoring the financial position of those custodians and banks used by the Company.

The credit ratings of the custodian, BNP Paribas Securities Services S.C.A., Guernsey Branch, are A-1 with Standard & Poor's.

iv)  Operational risk

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

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

Capital management policies and procedures

The Company's capital management objectives are:

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

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

The Company's capital at 31 March comprises:

	2015	2014
	£	£
Long-term Debt	-	-
Equity
Equity share capital	50,879,089	51,018,780
Retained earnings and other reserves	42,185,928	37,478,601
	93,065,017	88,497,381
Long-term Debt as a % of net assets	-	-

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

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

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

-    the need for new issues of equity shares; and

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

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

18.  Fair value hierarchy

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

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

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

Investments classified within level 3 have significant unobservable inputs. Level 3 instruments consists of private equity positions. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. For certain investments, the Company utilises comparable trading multiples in arriving at the valuation for these positions. The Investment Manager determines comparable public companies (peers) based on industry, size, developmental stage and strategy. Management then calculates a trading multiple for each comparable company identified. The multiple is calculated by dividing the enterprise value of the comparable company by its earnings before interest, taxes, depreciation and amortisation (EBITDA). The trading multiple is then discounted for considerations such as illiquidity and differences between the comparable companies based on company-specific facts and circumstances. New investments are initially carried at cost, for a limited period, being the price of the most recent investment in the investee company.

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

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

31 March 2015	Level 1	Level 2	Level 3	Total
	£	£	£	£
Financial assets at fair value
through profit or loss
Listed securities	80,101,798	3,247,200	-	83,348,998
Unlisted securities	-	-	9,068,055	9,068,055
	80,101,798	3,247,200	9,068,055	92,417,053

31 March 2014	Level 1	Level 2	Level 3	Total
	£	£	£	£
Financial assets at fair value
through profit or loss
Listed securities	74,941,476	-	-	74,941,476
Unlisted securities	1,680,000	-	9,416,195	11,096,195
	76,621,476	-	9,416,195	86,037,671

The following table summarises the changes in fair value of the Company's Level 3 investments for the year ended 31 March 2015.

			2015		2014
			£		£
Balance at 1 April			9,416,195		11,807,519
Net realised gain on investments			3,082,179		4,557,221
Unrealised gain on investments			354,439		(249,817)
Purchase of investments			1,671,019		1,234,118
Sale of investments			(5,455,777)		(7,932,846)
Transfers into/(out of) level 3			-		-
Balance at 31 March			9,068,055		9,416,195
Change in unrealised gain on investments included in Statement of Comprehensive Income for Level 3 investments held			2,539,843		3,216,009

There were no transfers between the levels in the years ended 31 March 2015 and 31 March 2014. 

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

The table below sets out information about significant unobservable inputs used at 31 March 2015 in measuring financial instruments categorised as Level 3 in fair value hierarchy.

Valuation Method	Fair Value at 31 March 2015	Unobservable inputs	Factor	Sensitivity to changes in significant unobservable inputs
	£
Comparative Company Multiples	6,004,595	Earnings multiple	9.5x	The estimated fair value would increase if: - the Earnings multiple was increased

The table below sets out information about significant unobservable inputs used at 31 March 2014 in measuring financial instruments categorised as Level 3 in fair value hierarchy

Valuation Method	Fair Value at 31 March 2014	Unobservable inputs	Factor	Sensitivity to changes in significant unobservable inputs
	£
Comparative Company Multiples	4,173,073	Earnings multiple	7x	The estimated fair value would increase if: - the Earnings multiple was increased
Indicative Bids	2,953,692	Indicative bids adjusted for execution risk	20% discount	The estimated fair value would increase if: - the discount rate is reduced

The rest of the investments classified as level 3 have not been included in the above analysis as they have either a fair value that either approximates to the transaction price or is cash held in escrow pending the outcome of certain post sale conditions (i.e warranties).

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

As at 31 March 2015

Valuation Method	Input	Sensitivity used	£
Comparative Company Multiples	Multiple	+/-10% (10.45/8.55)	740,735/(606,752)

As at 31 March 2014

Valuation Method	Input	Sensitivity used	£
Comparative Company Multiples	Multiple	+/-10% (7.7/6.3)	149,427/(648,272)
Indicative Bids	Discount rate	-/+10%	373,210/(373,210)

19.  Related parties

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

The Directors are also considered to be related parties and their fees are disclosed in the Statement of Comprehensive Income. At 31 March 2015, £32,795 (2014: £32,795) included in other accruals and payables was payable to the Directors.

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

Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company. The Company neither paid fees to Mourant Ozannes during the year, nor had any dues outstanding at the Balance Sheet date (2014: Nil).

20.  Subsequent Events

During the period  1 April 2015 to 30 June 2015, the Company carried out five share buybacks resulting in a total reduction of 244,486 Ordinary Shares at a cost of £1,206,482. These Ordinary Shares were subsequently cancelled.

On 9 July 2015, the Company signed a conditional agreement to sell its investment in Celsis. If completion occurs, and the Directors have no reason to believe that it will not, the Company will receive approximately £8.7 million for its holding which was valued at 31 March 2015 at just over £6.0 million.

ADMINISTRATION

Registered Office

BNP Paribas House,

1 St Julian's Avenue,

St Peter Port, Guernsey, GY1 1WA

Investment Manager

Harwood Capital LLP

6 Stratton Street, Mayfair, London, W1J 8LD

Investment Adviser

Harwood Capital LLP

6 Stratton Street, Mayfair, London, W1J 8LD

Custodian

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

P.O. Box 482, BNP Paribas House, 1 St Julian's Avenue,

St Peter Port, Guernsey, Channel Islands, GY1 1WA

Secretary and Administration

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

P.O. Box 482, BNP Paribas House, 1 St Julian's Avenue,

St Peter Port, Guernsey, Channel Islands, GY1 1WA

Registrars

Capita Registrars (Guernsey) Limited

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

Stockbroker

Westhouse Securities Limited

1 Angel Court, London, EC2R 7HJ

Independent Auditors

KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade
St Peter Port, Guernsey, GY1 1WR

Legal Advisers

To the Company as to Guernsey law:
Mourant Ozannes
1, Le Marchant Street, St Peter Port,
Guernsey, Channel Islands, GY1 4HP
To the Company as to English law:
Bircham Dyson Bell
50 Broadway
London, SW1H 0BL

Ends

Enquiries:

Kevin Curtis

BNP Paribas Securities Services SCA, Guernsey Branch

Tel: [phone]

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

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

 

 

 

END

 

 

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