Annual Financial Report

RNS Number : 6956E

Oryx International Growth Fund Ld

05 July 2019

5 JULY 2019

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 2019

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

www.oryxinternationalgrowthfund.co.uk

STRATEGIC REPORT

COMPANY OVERVIEW

Key Figures

(£ in millions, except per share data)	At 31 March 2019	At 31 March 2018

Net Asset Value ("NAV") attributable to shareholders
- Ordinary Shares	133.33	125.24

Investments	125.65	107.39

Cash and cash equivalents	7.93	18.74


Net Asset Value per share attributable to shareholders
- Ordinary Shares	9.39	8.82

Share Price	7.68	7.60

Discount to Net Asset Value	(18.21)%	(13.83)%

Earnings per share	0.57	0.73

CHAIRMAN'S STATEMENT

I am pleased to report another good year of progress. For the year ended 31 March 2019, the Net Asset Value per share rose by 6.5% following an increase last year of 10%. The cumulative three, five and ten year returns are respectively 36%, 77% and 463% which represents an outstanding decade of success of investing in smaller companies. As I have said in the past, this validates the strategy pursued by Christopher Mills and his management team of investing in companies where value can be created through active management.

The Company retains the authority to buy back shares both to help manage the discount and to enhance shareholder value. In the year under review, this authority was not used but it is the Board's intention to renew it for a further year at the Annual General Meeting. In line with our stated policy, the Board do not intend paying a dividend.

Your Board continues to remain optimistic for the future. The style of investment, while not immune to the ebbs and flows of the stock market, is dependent on the skills built up over many years by the Investment Manager, Harwood Capital LLP. While Britain and the world economies as a whole faces many challenges, we still continue to see new investment opportunities and successful realisations which should underpin future growth.

Nigel Cayzer

Chairman

4 July 2019

INVESTMENT ADVISER'S REPORT

It is pleasing to note that the Company has had another successful period of performance despite a challenging environment. The net asset value per share rose by 6.5% which compares favourably with an average fall of approximately 8% in the appropriate indices during the twelve-month period under review.

Quoted equities:

The rise in net asset value was positively impacted by the takeovers of Bioquell Plc at a premium of 81% to its value at the start of the year. The acquisitions of GBGI Limited and Tax Systems Plc further contributed to the Company's outperformance of the index. Finally, Augean Plc performed extremely well in 2018 as management carried out its restructuring strategy and established cash reserves to suitably cover any tax liability from the HMRC.

The principal disappointment for the year was Goal Soccer Centres Plc, which suffered several setbacks outside of its core operations and Sportech, which fell following a modest profit downgrade.

Unquoted equities:

The relatively small portfolio of unquoted holdings performed well, mainly due to an upward revaluation of Jaguar following excellent operating results. Antler Holdco Ltd was also revalued following better than expected earnings. One new investment was made in Hamsard Ltd, the leading European manufacturer of pest control products.

Outlook:

Your Company continues to invest in existing holdings, as the strong management teams have proven their capabilities in navigating the uncertain socio-economic environment. Markets recovered dramatically at the start of 2019 after showing signs of a bear market in late 2018. While we are encouraged by this recovery, the macro environment remains uncertain as Brexit, US trade renegotiations and further political challenges in developed markets continue to generate volatility.

We, however, remain confident in the portfolio and we expect it to contribute to further growth in the net asset value of your Company in the current year.

Harwood Capital LLP

4 July 2019

TEN LARGEST HOLDINGS

	As at 31 March 2019				As at 31 March 2018
	Holding Units	Cost	Fair Value	% of NAV	Holding Units	Cost	Fair Value	% of NAV
EKF Diagnostics Holdings Plc	37,963,591	4,317,714	11,996,495	9.00%	39,000,000	5,363,494	10,530,000	8.41%
Augean Plc	8,500,000	3,453,810	8,075,000	6.06%	-	-	-	-
Gleeson (M.J.) Group Plc	1,000,000	1,959,223	8,040,000	6.03%	1,000,000	2,033,867	7,260,000	5.80%
Bigblu Broadband Plc	7,000,001	6,946,358	7,700,000	5.78%	100,000,000	6,548,358	8,600,000	6.87%
Hargreaves Services Plc	2,500,000	8,088,872	7,500,000	5.63%	1,250,000	4,130,373	4,125,000	3.29%
Ergomed	4,000,000	6,855,833	6,600,000	4.95%	-	-	-	-
Redcentric Plc	7,500,000	7,048,181	5,625,000	4.22%	-	-	-	-
NAHL Group Plc	4,500,000	4,238,746	4,747,500	3.56%	-	-	-	-
Renalytix Plc	2,780,001	2,138,298	3,753,000	2.81%	-	-	-	-
Avingtrans Plc	1,760,000	5,390,891	3,500,000	2.64%	-	-	-	-

EKF Diagnostics Holdings Plc

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

The business is now focused primarily on the next phase of growth, winning new contracts and launching products into key markets, having recently signed an exclusive distribution deal in the U.S to support its diabetes strategy. Net cash generation has remained strong, with an uplift of £5 million in free cash on the balance sheet. The group successfully raised £22.25 million and spun-off Renalytix which was listed on the AIM market through an IPO. Renalytix will be able to target diabetic patients who are at risk of progressive kidney failure. Any further value created from Renalytix will represent significant upside. EKF has recently announced a £2 million share buyback program.

Augean Plc

Augean is the market leader specializing in hazardous waste management practices, and provides waste management solutions across the United Kingdom. The group is strategically positioned to provide compliance and commercial solutions operated through five business units: Energy & Construction, Radioactive Waste Services, Industry and Infrastructure, Augean Integrated Services and Augean North Sea Services.

The group is currently engaged in a legal process with HMRC over supposed un-paid landfill tax assessments, the group believes that taxes have been collected and paid correctly and is challenging the HMRC's position.

The share price has increased over the last six months reflecting delivery of strong underlying progress and winning several new customers in industrial services and waste management. The Company has reinvigorated its core businesses, exited unprofitable operations and focused on cash generation, building its net cash position to approximately £15 million.

Gleeson (M.J.) Group Plc

Gleeson Group operates two divisions, Gleeson Homes and Gleeson Strategic Land. Gleeson Homes continues to show a strong increase in revenues from previous years, driven by robust demand for affordable housing among the group's core northern customer base. Gleeson Strategic Land continues to enjoy continuing success in securing residential planning permission as well as progressing the sale of several of its southern UK sites, with a strong future pipeline.

This twin track strategy continues to build momentum delivering increased revenues, profits, cash and margins as management puts in place the infrastructure to deliver its 2,000-homes a year target by 2022. The Board announced that the dividend policy will be increased by 33%, after an exceptional year. The balance sheet has strengthened, and the core business model continues to scale upwards.

Bigblu Broadband Plc

Bigblu Broadband, formerly "Satellite Solutions Worldwide", operates as a leading global telecommunication offering very fast broadband to rural communities, which traditional broadband providers cannot deliver. The Company has established a strong position as an alternative and rural broadband provider across multiple geographies using satellite, fixed, wireless and 4G/5G technologies. Organic growth is expected to accelerate, while increased scale and further integration of previous acquisitions should lead to improved margins and cash generation. A recent partnership with Eutelsat will boost subscriber growth as the Company expands its sales network.

The group is becoming the principal alternative broadband provider in Australia and Europe. There is significant upside to come through a combination of organic growth, strategic well-placed acquisitions and joint venture partnerships agreements.

Hargreaves Services Plc

Hargreaves Services aims to deliver returns in three key asset classes; Energy, infrastructure and the property sector. The business has evolved from a traditional model of industrial services and logistics to incorporate renewable energy, civil engineering, land restoration and remediation. The Company has developed a pipeline of opportunities with a land bank of 18,000 acres across the UK, which will have a mixed-use purpose of residential, commercial property and industrial use.

The group has seen a strong performance in Germany and in its industrial service segment, combined with substantial gains in the Property and Energy portfolio. The group has successfully completed the sale of Brockwell Energy Limited with funds from the sale being applied to reducing short term debt. In January, the Company announced the signing of a conditional contract with a housebuilder for a plot at Blindwells, a development that is anticipated to contribute to revenue for many years. The strategy remains focused on simplifying the business while delivering strong returns within the group whilst generating cash. The shares offer attractive upside potential given the current price trades at a 30% discount to book value.

Ergomed

Ergomed provides specialized services to the pharmaceutical industry, which include clinical development and trial management for drug development companies. The Company undertakes all facets of clinical trial management, from Phase I to Phase IV, on behalf of their clients. The group has continued to cut costs while continuing its path to leadership positions in the attractive Prime Vigilance and orphan drug development markets and has a strong order book underpinning future growth.

Redcentric Plc

The Company is a leading UK IT managed services business that provides IT and cloud services to meet its customer and client's needs. The group benefits from an established reputation as an end to end managed service provider delivering innovative technology to improve business productivity and efficiency.

Redcentric is implementing a strategic review by cutting the cost base, consolidating property and systems from its legacy businesses throughout a challenging business environment. The operating model has been transformed to migrate more customers to the cloud. The group has been successful in winning new large contracts recently demonstrated by the Yorkshire and Humber Public Sector Network win, delivering an additional £15 million of revenue. Cash control of the group has been well managed and debt is falling rapidly. The focus is now on the management team to continue to evolve the managed services market through the cloud offering.

NAHL Group Plc

NAHL Group consists of a group of businesses providing products and services to consumers in the UK legal services market. The Company is mid-way through a strategic transition as regulatory changes lowered demand for the previous business model. NAHL is building a new brand of technology enabled law firm that focuses on customer experience and high-volume processing of claims through to final settlement through joint ventures with law firms and has recently launched its own wholly owned law firm.

The Critical Care division is the brand leader in the catastrophic injury segment of the medical reporting and rehabilitation market and highlights the Company's growth opportunity. Several new partnerships and contracts announced in 2018 that will contribute to increased profit in the coming years.

Renalytix AI Plc

Renalytix AI plc was spun out of EKF Diagnostics in 2018. The Company manufacturers artificial intelligence-enabled diagnostics for kidney disease, serving patients on a global scale. The Company recently announced the completion of a joint venture with AKESOgen, an industry leading commercial laboratory facility and provider of clinical trial precision medicine services. The partnership will allow RenalytixAI to immediately scale operations to support additional partnerships without incurring additional fixed overhead. The Company has a strong management team and is supported by the Icahn School of Medicine at Mt Sinai Hospital in New York.

Avingtrans Plc

Avingtrans Plc is a leading provider of highly skilled engineering components, systems and services to medial, energy and traffic management industries worldwide. The business operates as a buy and build strategy and looks to find undervalued business as add-ons in niche engineering sectors of the market. The company recently announced 2 material aftermarket contracts in the US and South Korea to upgrade and refurbish nuclear reactors.

INVESTMENT SCHEDULE

as at 31 March 2019, expressed in £ Sterling

	Holding Units	Fair Value	Proportion of Net Assets
		£	%
LISTED INVESTMENTS
Great Britain - Equities (84.32%, 2018: 77.02%)
1Spatial Plc	5,000,000	1,500,000	1.13
7 Digital Group Plc	10,000,000	115,000	0.09
Animalcare Group Plc	1,297,500	1,518,075	1.14
Apc Technology Group Plc	9,000,000	562,500	0.42
Arden Partners Plc	600,000	144,000	0.11
Assetco Plc	1,050,000	3,255,000	2.44
Audioboom Group Plc	15,000,000	337,500	0.25
Augean Plc	8,500,000	8,075,000	6.06
Avingtrans Plc	1,760,000	3,520,000	2.64
Benchmark Holdings Plc	7,000,000	3,500,000	2.63
Bigblu Broadband Plc	7,000,001	7,700,000	5.78
Brady Plc	1,000,000	570,000	0.43
Catalyst Media Group Plc	3,125,000	2,125,000	1.59
Drives Group Plc	52,500	29,925	0.02
Easyhotel Plc	2,375,000	1,591,250	1.19
Eckoh Plc	5,000,000	1,850,000	1.38
EKF Diagnostics Holdings Plc	37,963,591	11,996,495	9.00
Ergomed Plc	4,000,000	6,600,000	4.95
Flowtech Fluidpower Plc	1,485,000	1,574,100	1.18
Gordon Dadds Plc	225,000	270,000	0.20
Hargreaves Services Plc	2,500,000	7,500,000	5.63
Harwood Wealth Management Group Plc	2,500,000	3,250,000	2.44
HML Holdings Plc	6,120,071	1,774,820	1.33
Lakehouse Plc	10,000,000	2,850,000	2.14
Gleeson (M.J.) Group Plc	1,000,000	8,040,000	6.03
Nahl Group Plc	4,500,000	4,747,500	3.56
Nasstar Plc	30,000,000	3,480,000	2.61
Omega Diagnostics Group Plc	14,221,692	1,848,820	1.38
Photo-Me International Plc	1,000,000	798,000	0.60
Plastics Capital Plc	1,925,000	1,828,750	1.37
Yourgene Health Plc	10,000,000	1,200,000	0.90
Premier Technical Services Group Plc	125,000	156,250	0.12
Real Good Food Plc	2,500,000	137,500	0.10
Redcentric Plc	7,500,000	5,625,000	4.22
Smartspace Software Plc	425,000	352,750	0.26
Renalytix Al Plc	2,780,001	3,753,000	2.81
Sportech Plc	8,750,000	3,281,250	2.46
Ten Entertainment Group Plc	1,500,000	3,300,000	2.48
Tekmar Group Plc	1,000,000	1,050,000	0.79
Warpaint London Plc	200,000	190,000	0.14
Water Intelligence Plc	150,000	420,000	0.32
		112,417,485	84.32

British Virgin Islands - Equities (2.12%, 2018: 3.91%)
Minds + Machines Group Limited	50,450,000	2,825,200	2.12
		2,825,200	2.12
France - Equities (0.00%, 2018: 0.18%)
Novacyt	-	-	0.00
		-	0.00
USA - Equities (0.60%, 2018: 0.60%)
Spectra Systems Corp	650,000	799,500	0.60
		799,500	0.60
Total listed investments		116,042,185	87.04

UNLISTED INVESTMENTS
Great Britain - Debt (1.90%, 2018: 0.96%)
Sherwood Holdings Limited
Loan Notes	10,381,688	882,443	0.66
Loan	450,016	450,016	0.34
Hamsard Limited
Loan Notes	557,424	480,333	0.36
Loan	836,136	720,498	0.54
		2,533,290	1.90

Great Britain - Equities (2.21%, 2018: 1.26%)
365 Agile Group Plc	305,210	-	-
Antler Holdco Limited	5,853	458,875	0.35
Goals Soccer Centres Plc	5,091,500	1,120,130	0.84
Celsis Group Limited	7,129	-	-
IPT Group Limited	112,498	-	-
Public Services Properties Investments Limited	30,000	93,000	0.07
Sherwood Holdings Limited	8,333,333	-	-
Hamsard Limited	6,440	5,549	0.00
Sinav Limited	437,033	167,696	0.13
Tradewise Group of Companies Limited	1,094,528	1,094,528	0.82
		2,939,778	2.21

Great Britain - Limited Partnership Interest (0.47%, 2018: 0.50%)
BDB1 LLP	-	-	-
Viking Investments 2 LP	630,118	630,118	0.47
		630,118	0.47

USA - Equities (2.62%, 2018: 1.31%)
Jaguar Holdings Limited	1,331,522	3,499,800	2.62
		3,499,800	2.62

Total unlisted investments		9,602,986	7.20

Total investments		125,645,171	94.24
Cash		7,934,548	5.95
Other net current liabilities		(253,821)	(0.19)

Total net assets		133,325,898	100.00

Refer to Note 15 for further information on Segment Information.

Principal Activities and Business Review

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

Structure

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

Investment Policy

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

Achieving the Investment Policy

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

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

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

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

A detailed description of the key risk controls employed by the Investment Manager is disclosed in Note 16 of the financial statements. An analysis of the Company's portfolio is disclosed above including a description of the ten largest equity investments. At the year end the Company's portfolio consisted of 56 holdings (2018: 55 holdings). The top 10 holdings represented 50.68% (2018: 44.92%) 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;

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

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

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

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

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

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

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

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

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

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

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

Principal Risks and Uncertainties

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

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

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

Investment activity and performance

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

Level of discount or premium

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

Market price risk

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

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

Management, Administration and Custody Arrangements

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

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

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

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

Registrar services are provided by Link Market Services (Guernsey) Limited.

Related Parties

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

Financial Review

At 31 March 2019, the net assets of the Company were £133,325,898 (2018: £125,241,513). The Net Asset Value per Ordinary Share was £9.39 (2018: £8.82). Details on the share returns are under Note 14 of the Financial Statements.

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 2019 (2018: Nil).

Performance Measurement and Key Performance Indicators

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

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

For and on behalf of the Board

Nigel Cayzer

Chairman

4 July 2019

DIRECTORS' REPORT

The Directors present their report and the financial statements of the Company for the year ended 31 March 2019.

Share Capital

The Company's issued share capital as at 31 March 2019 consisted of 14,192,125 Ordinary Shares of 50p nominal value each. All shares hold equal rights with no restrictions and no shares carry special rights with regard to the control of the Company.

During the year ended 31 March 2019 and up to the date of approval of these financial statements the Company has not purchased any Ordinary Shares for cancellation.

Buybacks

At the Annual General Meeting ("AGM") of the Company held in August 2018, the Directors were granted the general authority to purchase in the market up to 10% of the Ordinary Shares of each class in issue (as at 30 August 2018). This authority will expire at the forthcoming AGM. The Directors intend to seek annual renewal of this authority from the shareholders.

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

Substantial Share Interests

Based upon information deemed to be reliable as provided by the Company's registrar, as at 31 March 2019 the following shareholders owned 5% or more of the issued ordinary shares of the Company.

	Number of Ordinary shares	Percentage of share class (%)
The Bank of New York (Nominees) Limited *	8,336,965	58.74%

* The Bank of New York (Nominees) Limited is nominee for North Atlantic Smaller Companies Investment Trust plc "NASCIT". NASCIT has a holding of 7,360,000 Ordinary Shares in the Company. NASCIT is a related party and further information is detailed in Note 18 to these Financial Statements.

Notifications of Shareholdings

As at 31 March 2019, the Company had been notified in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), of the following shareholders that had an interest of greater than 5% in the Company's issued share capital.

	Number of Shares	Percentage of total voting rights (%)
Harwood Capital LLP ¹	7,360,000	51.86%

Between 1 April 2019 and approval date of the financial statements, no additional notifications were received.

¹Harwood Capital LLP as Investment Manager of NASCIT made the notification of shareholding. However the 7,360,000 shares are held by NASCIT.

Life of the Company

The Company does not have a fixed life. However, under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the AGM of the Company every two years from 2011 onwards. Notices were tabled at the 2011, 2013, 2015 and 2017 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 2019 AGM documents, where the Board will recommend that shareholders vote against this resolution.

Going Concern

The Directors have considered the Company's investment objective and risk management policy, its assets and the expected income and return from its investments. The Directors are of the opinion that the Company is able to meet its liabilities and ongoing expenses as they fall due and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2019. Accordingly, these financial statements have been prepared on a going concern basis and the Directors believe it is appropriate to continue to adopt this basis for a period of at least 12 months from the date of approval of these financial statements.

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

Viability Statement

At least once a year the Directors are required to carry out a robust assessment of the principal risks and make a statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, taking into account the Company's current position and principal risks. The principal risks faced by the Company are described above.

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

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

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

(ii) the liquidity and prospects of the underlying positions of the Company;

(iii) the extent to which the Company directly or indirectly uses gearing; and

(iv) the liquidity of the companies in which the Company invests.

Based on the results of their assessment process, the Directors have concluded that a period of three years from the Statement of Financial Position date is an appropriate period over which to assess the prospects of the Company. Three years is deemed an appropriate time period given the expected holding period needed to realize the company's investment thesis from individual investments, the general economic outlook, and the time needed for realization of contingencies or claims. Consideration was also given to the absence of bank borrowings as well as the Company being a closed end investment company. Based on this, combined with the level of cash held and listed investment holdings, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due within this period of assessment. This three year time period assumes that the special resolution outlined in Article 51 of the Articles of Incorporation, and under "Life of the Company" is not passed at the AGM in 2019.

Disclosure of Information to Auditors

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

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

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

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations for the year to 31 March 2019 (2018: none), nor does it have responsibility for any other emissions producing sources.

For and on behalf of the Board

Nigel Cayzer

Chairman

4 July 2019

CORPORATE GOVERNANCE REPORT

Applicable Corporate Governance Codes

The Board has considered how the principles and provisions of The UK Corporate Governance Code 2016 ("the Code") have been applied by the Company and has reported against this Code (and the associated FRC Guidance on Audit Committees). A copy of the Code can be found at www.frc.org.uk. The Board acknowledges the publication of The UK Corporate Governance Code 2018 (published in July 2018) which applies to accounting periods beginning on or after 1 January 2019 and, therefore, the Company will report against it in its financial statements for the year ending 31 March 2020.

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

Corporate Governance Statement

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

The role of the chief executive

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

Executive directors' remuneration

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

Internal audit function

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

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

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

Remuneration and Management Engagement Committee

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

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

Directors

Nigel Cayzer (Chairman)

British

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

Sidney Cabessa

French

Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. He was Chairman of CIC Finance, an Investment Fund and a subsidiary of French banking group, CIC - Credit Mutuel and was previously a Director of other investment companies. He has previously been Senior Adviser with Rothschild and Co (2012 to 2017); and is now Senior Adviser at Essling Capital. He is also a director of Harwood Capital Management Limited.

Walid Chatila

Canadian

Walid Chatila is a retired Certified Public Accountant (Texas 1984) and a Certified Professional Accountant (Ontario 1991). His career includes international audit and special assignment experience mostly in financial services in the Middle East and North America from 1983 to 1993. A resident of Abu Dhabi, United Arab Emirates, since 1993, he was the Finance Director of Emirates Holdings from 1994 to 2006, and between 2006 and 2011, he assumed the role of General Manager of Al Nowais Investment LLC. He was also the General Manager of Arab Development Establishment until June 2017.

Rupert Evans

British

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

Christopher Mills

British

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

John Grace

New Zealander

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

John Radziwill

British

John Radziwill is currently a director of INTL FC Stone, Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd and Netsurion Ltd. 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), Sidney Cabessa, Walid Chatila, Rupert Evans, John Grace, Christopher Mills and John Radziwill.

The Board members, except for Christopher Mills who is a Partner of the Investment Manager and Sidney Cabessa who is a Director of Harwood Capital Management Limited, are all independent Directors.

Additionally, the Board members are all non-executive Directors.

Responsibilities:

Overall conduct of the Company's business and setting the Company's strategy.

More details below.

Nomination Committee

Members:

Nigel Cayzer (Chairman)

Sidney Cabessa

Walid Chatila

Rupert Evans

John Grace

John Radziwill

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

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

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

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

· organises induction of new Directors; and

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

Dates of Directors' Appointment and Resignation

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

Directors' Appointment and Re-election

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

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

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

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

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

Responsibilities

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

Tenure

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

Conflict of Interests

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

It has also been agreed that the Directors will advise the Chairman and the Company Secretary in advance of any proposed external appointment. None of the Directors, except Christopher Mills, had a material interest in any contract, which is significant to the Company's business. Note 18 provides further details on the material interests of Christopher Mills. 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 2019 and was led by the Chairman. The Chairman was not involved in the evaluation of his own performance.

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

During the annual Board evaluation in 2019, it was concluded that all Directors with the exception of Messer's Mills and Cabessa were independent. It was confirmed that the Chairman and all Directors felt well prepared and able to participate fully at Board meetings, with a good understanding of the markets and investments of the Company. It was agreed that all relevant topics were fully discussed at effective Board meetings, with the board having a good range of competencies and skills.

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

Induction/Information and Professional Development

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

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

Independent Advice

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

Directors' Indemnity

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

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

Board Meetings

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

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

Attendance at scheduled meetings of the Board and its committees in the 2018/19 financial year

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

* The 4^th Board Meeting, the Nomination Committee and 3^rd Audit Committee Meetings for the period ended 31 March 2018 were held on 12 April 2018. These meetings have, therefore, not been included in the attendance schedule above.

The 4^th Board Meeting for the period ended 31 March 2019 was attended by Messrs Evans and Cayzer by telephone but did not form part of the quorum. Mr Mills attended this meeting in his capacity as representative of the Investment Manager but did not form part of the quorum.

The Nomination Committee was held on 4 July 2019.

In addition to these meetings, an ad-hoc Board meeting was held during the year to signoff for the Financial Statements.

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 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)

Sidney Cabessa (Non-executive Director)

Walid Chatila (Independent non-executive Director)

Rupert Evans (Independent non-executive Director)

John Grace (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

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

Key Objectives

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

Responsibilities

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

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

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

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

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

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

Nomination Committee Meetings

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

Main Activities during the Year

The Committee met after the year end, prior to the publication of these Financial Statements to consider and review the results of the annual Board evaluation and considered that the balance of experience, skills, independence and knowledge of the Company was appropriate.

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

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

Nigel Cayzer

On behalf of the Nomination Committee

4 July 2019

Audit Committee

Membership:

Walid Chatila - Chairman (Independent non-executive Director)

Rupert Evans (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

Key Objectives

Responsibilities

· Reviewing the Company's internal financial controls;

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

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

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

· Overseeing the relationship with the external auditor;

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

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

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

Audit 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" or the "Auditor"), is also invited whenever it is appropriate. The Committee is also able to meet separately with KPMG without the Investment Manager being present.

Main Activities during the Year

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

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

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

Financial Reporting

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

· The quality and acceptability of accounting policies and practices;

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

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

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

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

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

Significant Accounting Matters

In relation to the annual report and financial statements for the year ended 31 March 2019, the following significant issues were considered by the Audit Committee:

Significant Area

How Addressed

Valuation

of Investments

The Board periodically receive 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 Board regularly analyses the investment portfolio of the Company in terms of investment mix, fair value hierarchy and valuation. The Board has held discussions with the Investment Manager with regards to the methodology used in valuing the unlisted assets in the portfolio. The Board has also considered the auditor's approach to assess the valuation of the Company's investments and discussed with KPMG, their approach to testing the appropriateness and robustness of the valuation methodology applied by the Investment Manager to the Company's portfolio. The members of the Audit 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 Board confirmed that they are satisfied with the valuation of the investments.

Internal Controls

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

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

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

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

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

External Audit

The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Committee received a detailed audit plan from KPMG identifying their assessment of the significant audit risks. For the 2019 financial year the significant audit risks identified were the valuation of unlisted investments and fraud risk, resulting from management override of controls. The significant risks were tracked through the year and the Committee reviewed the procedures performed by the auditors to test management override of controls and in addition the audit work undertaken in respect of valuations of unlisted investments. The Committee assess the effectiveness of the audit process in addressing these matters through the reporting received from KPMG in relation to the year-end. In addition, the Committee seeks feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For the 2019 financial year, the Committee was satisfied that there had been appropriate focus and challenge on the significant and other key areas of audit risk and assessed the quality of the audit process to be good.

Appointment and Independence

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

KPMG is required to rotate the engagement partner responsible for the audit every five years. In this respect, Mr Clark, having completed his five year tenure has been replaced by Mr Salisbury. 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 new mandatory audit tendering and audit firm rotation rules in the UK and the EU. The Committee does, however, keep under review legislation from the EU and the Competition Commission in the UK. There are no contractual obligations restricting the Committee's choice of external auditor and the Company does not indemnify our external auditor.

The Committee has, therefore, recommended to the Board that KPMG be reappointed as external auditor for the year ending 31 March 2020, and to authorise the Directors to determine their remuneration. The auditor, KPMG, has indicated their willingness to continue in office. Accordingly, a resolution proposing the reappointment of KPMG as the external auditor will be put to the shareholders at the 2019 AGM.

The Committee approved the fees for audit services for 2018/19 after a review of the level and nature of work to be performed, and after being satisfied by KPMG that the fees were appropriate for the scope of the work required. The external auditor was remunerated £53,800 for their services rendered in 2018/19. The entire amount relates to the year-end audit.

Non Audit Services

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

Committee Evaluation

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

Walid Chatila

On behalf of the Audit Committee

4 July 2019

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 custodian services (including the safeguarding of assets), the registration services and the day-to-day company secretarial, administration and accounting services.

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

Shareholder Engagement

Communications with shareholders

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

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

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

Institutional Investors - use of voting rights

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

2019 Annual General Meeting

The AGM will be held in Guernsey on 28 August 2019 at 10:00 BST. The notice for the AGM set out in the Shareholder Circular accompanying this Annual Report sets out the ordinary and special resolutions to be proposed at the meeting. Separate resolutions are proposed for each substantive issue.

DIRECTORS' REMUNERATION REPORT

The Directors' remuneration for the year is as follows:

Director	Year Ended 31 March 2019 £	Year Ended 31 March 2018 £
Nigel Cayzer	27,500	27,500
Sidney Cabessa	20,000	20,000
Walid Chatila	25,000	25,000
Rupert Evans	20,000	20,000
Christopher Mills	20,000	20,000
John Grace	20,000	20,000
John Radziwill	20,000	20,000

Remuneration Policy

The determination of the Directors' fees is a matter dealt with by the Board. The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration, although the Directors reviewed the fees paid to the Boards of Directors of similar investment companies during 2016 and revised the remuneration of the Chairmen and Directors in 2017. No Director is involved in decisions relating to their own remuneration.

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

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

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable high calibre candidates to be recruited. During the year 2018/19, the policy was for the Chairmen of the Board and the Audit Committee to be paid higher fees than the other Directors in recognition of their more onerous role and more time spent. The Board may amend the level of remuneration paid within the limits of the Company's Articles of Incorporation.

Service Contracts and Policy on Payment of Loss of Office

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

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

Directors' Interests

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

31 March 2019

Ordinary Shares

31 March 2018

Ordinary Shares

Christopher Mills

350,000

John Grace *

130,000

346,607

130,000

346,607

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

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

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

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

Annual Report on Remuneration

Other than as shown above, no other remuneration or compensation was paid or payable by the Company during the year to any of the Directors, other than travel expenses of £36,856 (2018: £44,196).

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

4 July 2019

Statement of directors' responsibilities in respect of the Annual Report and the financial statements

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

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

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable, relevant and reliable;

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

· assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

· use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies (Guernsey) Law, 2008. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

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

Responsibility statement of the Directors in respect of the Annual Report and financial statements

We confirm that to the best of our knowledge:

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

· the Annual Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

We consider 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 position and performance, business model and strategy.

By order of the Board

Walid Chatila Rupert Evans

Director Director

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

Our opinion is unmodified

We have audited the financial statements (the "Financial Statements") of Oryx International Growth Fund Limited (the "Company"), which comprise the Statement of Financial Position as at 31 March 2019, the Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements:

- give a true and fair view of the financial position of the Company as at 31 March 2019, and of the Company's financial performance and the Company's cash flows for the year then ended;

- are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU; and

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

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including FRC Ethical Standards as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Key Audit Matters: our assessment of the risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the Financial Statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matters were as follows (unchanged from 2018):


Valuation of both listed and unlisted investments (together, the "Investments") designated at fair value through profit or loss £125,645,171; (2018: £107,386,838) 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 10 (Investments at fair value through profit and loss) and note 17 (fair value hierarchy)	Basis: As at 31 March 2019 the Company had invested 94% of its net assets in Investments. The Company's holdings in listed investments (representing 87% of net assets by value) are measured at fair value based on quoted bid prices. The Company's holdings in unlisted investments (representing 7% of net assets by value) are measured at fair value based on the International Private Equity and Venture Capital (IPEV) valuation guidelines. The primary measurement techniques employed at 31 March 2019 were earnings multiples and net assets. Risk: The valuation of the Company's Investments is considered a significant area of our audit, given that it represents the majority of the net assets of the Company and in view of the significance of estimates and judgments that may be involved in the determination of fair value of unlisted investments.	Our audit procedures included: Controls evaluation: We assessed the design and implementation of controls over the valuation of Investments and tested the effectiveness of the control over the valuation of listed investments. Challenging managements' assumptions and inputs including use of KPMG valuation specialists: For listed investments, we used our own valuation specialist to independently price all holdings to a third party source. For unlisted investments, we assessed and challenged the Investment Manager's key assumptions used in preparing the 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 discount provisions. We compared key underlying financial data inputs to external sources, investee company audited accounts and management information as applicable. Assessing disclosures: We also considered the Company's disclosures (see note 2(b)) in relation to the use of estimates and judgements regarding the fair value of Investments and the Company's investment valuation policies adopted and fair value disclosures in note 2(e), note 10 (Investments at fair value through profit and loss) and note 17 for compliance with IFRS as adopted by the EU.

Valuation of both listed and unlisted investments (together, the "Investments") designated at fair value through profit or loss

£125,645,171; (2018: £107,386,838)

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 10 (Investments at fair value through profit and loss) and note 17 (fair value hierarchy)

Basis:

As at 31 March 2019 the Company had invested 94% of its net assets in Investments.

The Company's holdings in listed investments (representing 87% of net assets by value) are measured at fair value based on quoted bid prices.

The Company's holdings in unlisted investments (representing 7% of net assets by value) are measured at fair value based on the International Private Equity and Venture Capital (IPEV) valuation guidelines. The primary measurement techniques employed at 31 March 2019 were earnings multiples and net assets.

Risk:

The valuation of the Company's Investments is considered a significant area of our audit, given that it represents the majority of the net assets of the Company and in view of the significance of estimates and judgments that may be involved in the determination of fair value of unlisted investments.

Our audit procedures included:

Controls evaluation:

We assessed the design and implementation of controls over the valuation of Investments and tested the effectiveness of the control over the valuation of listed investments.

Challenging managements' assumptions and inputs including use of KPMG valuation specialists:

For listed investments, we used our own valuation specialist to independently price all holdings to a third party source.

For unlisted investments, we assessed and challenged the Investment Manager's key assumptions used in preparing the 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 discount provisions. We compared key underlying financial data inputs to external sources, investee company audited accounts and management information as applicable.

Assessing disclosures:

We also considered the Company's disclosures (see note 2(b)) in relation to the use of estimates and judgements regarding the fair value of Investments and the Company's investment valuation policies adopted and fair value disclosures in note 2(e), note 10 (Investments at fair value through profit and loss) and note 17 for compliance with IFRS as adopted by the EU.

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

Materiality for the Financial Statements as a whole was set at £3.9 million (2018: £3.7 million) determined with reference to a benchmark of Net Assets of £133.3 million (2018: £125.2 million) of which it represents approximately 3% (2018: 3%).

We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £197.000 (2018: £185.000), in addition to other identified misstatements that warranted reporting on qualitative grounds.

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

We have nothing to report on going concern

We are required to report to you if we have anything material to add or draw attention to in relation to the directors' statement in note 2 (a) to the Financial Statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Company's use of that basis for a period of at least twelve months from the date of approval of the Financial Statements. We have nothing to report in this respect.

We have nothing to report on the other information in the Annual Report

The directors are responsible for the other information presented in the Annual Report together with the Financial Statements. Our opinion on the Financial Statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the Financial Statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Disclosures of principal risks and longer-term viability

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

· the directors' confirmation within the Viability Statement that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;

· the Principal Risks and Uncertainties disclosures describing these risks and explaining how they are being managed or mitigated;

· the directors' explanation in the Viability Statement as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Corporate governance disclosures

We are required to report to you if:

· we have identified material inconsistencies between the knowledge we acquired during our financial statements 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 position and performance, business model and strategy; or

· the section of the Annual Report describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.

We are required to report to you if the Corporate Governance Statement does not properly disclose a departure from the eleven provisions of the 2016 UK Corporate Governance Code specified by the Listing Rules for our review.

We have nothing to report to you in these respects.

We have nothing to report on other matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us 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.

Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out above, the directors are responsible for: the preparation of the Financial Statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

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

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

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. 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.

Andrew J. Salisbury

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors, Guernsey

5 July 2019

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2019, expressed in £ Sterling


		2019	2018
	Notes	£	£
Income
Dividends	3	2,998,767	983,808
		2,998,767	983,808

Net realised gains on investments	10	6,912,250	22,723,813
Unrealised gains /(losses) on revaluation of investments	10	495,540	(10,850,161)
Net (losses) on foreign currency translation		(4,596)	(1,432)
Total income		10,401,961	12,856,028

Expenses
Investment management and adviser's fee	4	1,379,791	1,314,391
Directors' fees and expenses	8	189,356	196,696
Legal and professional fees		91,761	106,886
Supplementary management fee	5	250,000	250,000
Transaction costs		69,905	174,379
Administration fees	7	116,098	116,501
Audit fees		53,800	52,785
Custodian fees	6	31,251	30,229
Insurance		5,115	5,115
Registrar and transfer agent fees		26,819	30,342
Printing costs		21,310	21,401
Interest and similar expense		74	-
Other expenses		70,917	27,127
Total expenses		2,306,197	2,325,852

Total profit for the year before taxation		8,095,764	10,530,176

Withholding tax on dividends	9	(11,379)	(11,585)

Profit and total comprehensive income for the year		8,084,385	10,518,591

Earnings per Ordinary Share - basic and diluted	14	£0.57	£0.73

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 2019, expressed in £ Sterling

		2019	2018
	Notes	£	£

Non-current assets
Listed investments at fair value through profit or loss (Cost - £99,771,365 (2018 - £89,154,852))		116,042,185	102,338,074
Unlisted investments at fair value through profit or loss (Cost - £12,405,701 (2018 - £5,259,420))		9,602,986	5,048,764
	10	125,645,171	107,386,838
Current assets
Cash and cash equivalents		7,934,548	18,736,273
Dividends and interest receivable		210,500	181,040
Prepayments		16,633	14,414
		8,161,681	18,931,727

Total assets		133,806,852	126,318,565

Current liabilities
Other payables and accrued expenses		370,787	351,298
Amounts due to brokers		110,167	725,754
		480,954	1,077,052

Net assets		133,325,898	125,241,513

Shareholders' equity
Share capital	11	49,789,346	49,789,346
Capital redemption reserve		1,246,500	1,246,500
Other reserves		82,290,052	74,205,667
Total shareholders' equity		133,325,898	125,241,513

Net Asset Value per Ordinary Share - basic and diluted	13,14	£9.39	£8.82

The financial statements were approved by the Board of Directors on 4 July 2019 and are signed on its behalf by:

Walid Chatila Rupert Evans

Director Director

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

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2019, expressed in £ Sterling

	Notes	Share capital	Capital redemption reserve	Other reserves	Total
		£	£	£	£

Balance at 1 April 2018		49,789,346	1,246,500	74,205,667	125,241,513

Total comprehensive income for the year		-	-	8,084,385	8,084,385

Balance at 31 March 2019		49,789,346	1,246,500	82,290,052	133,325,898

	Notes	Share capital	Capital redemption reserve	Other reserves	Total
		£	£	£	£

Balance at 1 April 2017		50,122,846	1,246,500	67,856,996	119,226,342

Total comprehensive income for the year		-	-	10,518,591	10,518,591

Transactions with owners,
recorded directly in equity
Contributions, redemptions and distributions to shareholders:
- Cancellation of shares	11,12	(333,500)	-	(4,169,920)	(4,503,420)
Total transactions with owners		(333,500)	-	(4,169,920)	(4,503,420)

Balance at 31 March 2018		49,789,346	1,246,500	74,205,667	125,241,513

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

STATEMENT OF CASH FLOWS

for the year ended 31 March 2019, expressed in £ Sterling

	2019	2018
	£	£

Operating Activities
Profit for the year	8,084,385	10,518,591

Net Realised gains on investments	(6,912,250)	(22,723,813)
Unrealised (gains)/ losses on investments	(495,540)	10,850,161
Net losses on foreign currency translation	4,596	1,432
(Increase)/decrease in dividends and interest receivable	(29,459)	985
(Increase) in prepayments	(2,219)	(11,202)
Decrease in amounts due from brokers	-	332,705
(Decrease) /increase in amounts due to brokers	(615,587)	475,754
Increase in other payables and accrued expenses	19,489	10,633

Purchase of investments	(38,400,059)	(42,647,674)
Sale of investments	27,549,515	57,679,422
Net cash (outflow) / inflow from operating activities	(10,797,129)	14,486,994

Financing Activities
Payments on cancellation of shares	-	(4,698,311)
Cash outflow from financing activities	-	(4,698,311)

Net (decrease) /increase in cash and cash equivalents	(10,797,129)	9,788,683

Cash and cash equivalents at beginning of year	18,736,273	8,949,022
Effect of exchange rate fluctuations on cash and cash equivalents	(4,596)	(1,432)

Cash and cash equivalents at end of year	7,934,548	18,736,273

For the year ended 31 March 2019, cash received from dividends was £2,957,928 (2018: £973,208) and interest received was £Nil (2018: Nil).

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

NOTES TO THE FINANCIAL STATEMENTS

1. General

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

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

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

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

2. Accounting policies

Basis of preparation

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

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

In preparing these financial statements the Company has applied, IFRS 9 - Financial Instruments ("IFRS 9") and IFRS 15 - Revenue from Contracts with Customers ("IFRS 15") for the first time. These standards do not result in a restatement of previous financial statements.

IFRS 9

IFRS 9 introduced a new approach to the classification of financial assets which is driven by the business model in which the asset is held and their cash flow characteristics. A new business model approach was introduced which does allow certain financial assets to be categorised as "fair value through other comprehensive income" in certain circumstances. IFRS 9 carries forward the derecognition requirements of financial assets and liabilities from IAS 39. Interests in subsidiaries that are accounted for in accordance with IFRS 10 are not within the scope of IFRS 9.

The Board has undertaken an assessment of the impact of IFRS 9 and IFRS 15 on the Company's financial statements and have concluded that there is no impact to the classification and measurement of the Company's financial assets and financial liabilities.

a) Going concern

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

· Working capital - As at 31 March 2019, there was a working capital surplus of £7,680,727 (2018: £17,854,675). The Directors noted that as at 31 March 2019 (i) the total comprehensive income for the period from 1 April 2018 to 31 March 2019 was £8,084,385 (2018:£ 10,518,591) 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 92% of the investments are listed and can therefore be readily sold for cash.

Under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the Annual General Meeting ("AGM") of the Company every two years. The next notice will be given in the 2019 AGM documents, where the Board will recommend that shareholders vote against resolution. The Directors, based on discussions with the Company's most significant shareholder, have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2019.

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

b) Use of estimates and judgements

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

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

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

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

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

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

Standards, amendments and interpretations to existing standards that become effective in future accounting periods and have not been adopted by the Company are as follows:

Effective for annual periods

IFRS beginning on or after

IFRS 16 - Leases 1 January 2019

IFRS 17 - Insurance contracts 1 January 2021

The Board believes that the application of these standards will have no impact on the Company's financial statements.

There are no other new standards, amendments and interpretations which have been issued but are not yet effective and not early adopted, that will affect the Company's financial statements.

d) Income recognition

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

e) Financial assets

Classification

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

Initial recognition

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

Fair value measurement principles

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

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

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

Derecognition

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

Fair value hierarchy

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

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

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

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

f) Prepayments, amounts due from brokers and dividends and interest receivable

Prepayments do not carry any interest and are short term in nature and are accordingly stated at their amortised cost.

Amounts due from brokers and dividends and interest receivable are measured at amortised cost as reduced by appropriate allowances for impairment.

g) Cash and cash equivalents

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

h) Other payables and accrued expenses

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

i) Foreign currency translation

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

j) Realised and unrealised gains and losses

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

k) Financial liabilities

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

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

l) Equity

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

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

m) Expenses

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

n) Segmental reporting

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

3. Income

	2019	2018
	£	£
Dividends	2,998,767	983,808
	2,998,767	983,808

4. Investment Manager and Adviser's fee

Harwood Capital LLP, the Investment Manager and Investment Adviser, is entitled to an annual fee of 1.25% on the first £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. The fees due for the year ended 31 March 2019 are £1,379,791 (2018: £1,314,391) and as at the reporting date an amount of £226,351 was still payable to the Investment Manager (2018: £215,208). This amount is included in other payables and accrued expenses.

5. Supplementary Management fee

During a meeting of the Board of Directors on 13 December 2018, a payment of £250,000 (2018: £250,000) was recommended by the Chairman in respect of the 2018 supplementary management fee. This was approved by the Board of Directors during December 2018 and paid in January 2019. The supplementary management fee is paid annually in arrears.

6. Custodian fees

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. The fees due for the year ended 31 March 2019 are £31,251 (2018: £30,229) and as at the reporting date an amount of £4,774 was still payable to the custodian (2018: £4,412). This amount is included in other payables and accrued expenses.

7. Administration fees

BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as secretary and administrator on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first £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. The fees due for the year ended 31 March 2019 are £116,098 (2018: £116,501) and as at the reporting date an amount of £18,617 (2018: £18,617) was still payable to the administrator. This amount is included in other payables and accrued expenses.

8. Directors' fees and expenses

Effective 1 January 2017, each Director is entitled to a fee of £20,000 per annum, with the exception of the Chairman who is entitled to a fee of £27,500 and the Audit Committee Chairman who is entitled to a fee of £25,000. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company. The Directors' fees and expenses due for the year ended 31 March 2019 are £189,356 (2018: £196,696) and as at 31 March 2019 an amount of £38,125 (2018: £38,125) was still payable to the Directors. This amount is included in other payables and accrued expenses.

9. Taxation

The Company is eligible for exemption from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. As such, the Company is only liable to pay a fixed annual fee, currently £1,200 (2018: £1,200). The withholding tax of £11,379 (2018: £11,585) in the Statement of Comprehensive Income account relates to overseas dividends received or receivable.

10. Investments at fair value through profit or loss

	2019	2018
	£	£
Cost at beginning of year	94,414,272	86,722,207
Additions	38,400,059	42,647,674
Disposals	(27,549,515)	(57,679,422)
Net realised gains on investments	6,912,250	22,723,813
Cost at end of year	112,177,066	94,414,272
Unrealised gains on investments	13,468,105	12,972,566
Fair value at end of the year	125,645,171	107,386,838

Representing:

	2019	2018
	£	£
Listed Equities	116,042,185	102,338,074
Unlisted Equities and Debt	9,602,986	5,048,764
	125,645,171	107,386,838

The unrealised gains on revaluation of the investment for the year is £495,540 (2018: £10,850,161 loss).

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 2018 to 31 March 2019

Ordinary Shares of 50p each

Number of Shares

Share capital

At 1 April 2018

14,192,125

49,789,346

At 31 March 2019

14,192,125

49,789,346

Ordinary Shares Issued - 1 April 2017 to 31 March 2018

Ordinary Shares of 50p each	Number of Shares	Share capital £
At 1 April 2017	14,859,125	50,122,846
Cancellation of shares	(667,000)	(333,500)
At 31 March 2018	14,192,125	49,789,346

Rights attributable to Ordinary Shares

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

12. Share buybacks

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

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

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

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

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

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

A renewal of the authority to make purchases of the Company's own Ordinary Shares will be sought from existing shareholders at each annual general meeting of the Company. Between 1 April 2018 and 31 March 2019, the Company carried out no share buybacks.

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

	2019		2018
	£	£ per share	£	£ per share
Published net asset value	135,880,966	9.57	127,759,871	9.00
Unrealised loss on revaluation of investments at bid / mid-price	(2,546,871)	(0.18)	(2,518,358)	(0.18)
Adjustment - accrued expenses	(8,197)	(0.00)	-	-
Net asset value attributable to shareholders	133,325,898	9.39	125,241,513	8.82

14. Earnings per Ordinary Share and net asset value per Ordinary Share

The calculation of basic earnings per share for the Ordinary Share is based on net income of £8,084,385 (2018: £10,518,591) and the weighted average number of shares in issue during the year of 14,192,125 shares (2018: 14,376,628 shares). At 31 March 2019 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 £133,325,898 (2018: £125,241,513) and the number of shares in issue at the year-end of 14,192,125 shares (2018: 14,192,125 shares).

15. Segment information

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

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

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

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

16. Financial risk management

The Company's financial assets mainly comprise investments designated at fair value through profit or loss, cash and cash equivalents, amounts due from brokers and dividends and interest receivable. 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 carrying amount of financial assets designated at fair value through profit or loss upon initial recognition as at 31 March 2019 is £125,645,171 (2018: £107,386,838). The carrying amount of loans and receivables, consisting of cash and cash equivalents, amounts due from brokers and dividends and interest receivable, as at 31 March 2019 is £8,145,048 (2018: £18,917,313).

The carrying amount of financial liabilities measured at amortised cost, consisting of other payables and accrued expenses, amounts due to brokers and amounts due for share buybacks, is £480,954 (2018: £1,077,052).

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

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

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

(ii) liquidity risk; and

(iii) credit risk

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

i) Market risk

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

Currency risk

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

At 31 March 2019 the currency profile of those financial assets and liabilities was:

	GBP	EUR	USD	Total
	£		£	£
Investments at fair value through profit or loss	120,771,296	1,206,380	3,667,495	125,645,171
Dividends and interest receivable	210,500	-	-	210,500
Cash and cash equivalents	7,934,533	-	15	7,934,548
Trade and other payables	(480,954)	-	-	(480,954)
Total net foreign currency exposure	128,435,375	1,206,380	3,667,510	133,309,265

At 31 March 2018 the currency profile of those financial assets and liabilities was:

	GBP	USD	Total
	£	£	£
Investments at fair value through profit or loss	105,593,738	1,793,100	107,386,838
Dividends and interest receivable	181,040	-	181,040
Cash and cash equivalents	18,736,259	14	18,736,273
Trade and other payables	(1,077,052)	-	(1,077,052)
Total net foreign currency exposure	123,433,985	1,793,114	125,227,099

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

		31 March 2019		31 March 2018
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%)	(443,080)/ 541,542	(443,080)/ 541,542	(163,009)/ 199,233	(163,009)/ 199,233

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 above.

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 2019 on its investments was as

follows:

	2019	2018
	£	£
Financial assets at fair value through profit or loss
- Non-current investments at fair value through profit or loss	125,645,171	107,386,838

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.

	2019		2018
	Increase in fair value	Decrease in fair value	Increase in fair value	Decrease in fair value
	£	£	£	£
Statement of Comprehensive Income
Profit/(loss) for the year	12,564,517	(12,564,517)	10,738,684	(10,738,684)

Net assets	12,564,517	(12,564,517)	10,738,684	(10,738,684)

i) 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 5% of the Company's investments are in unlisted equities and other investments that may not be readily realisable.

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

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

			31 March 2019				31 March 2018
	Less than 1 year	Greater than 1 year		No maturity date	Total	Less than 1 year	Greater than 1 year	No maturity date	Total
	£	£		£	£	£	£	£	£
Listed	-	-		116,042,185	116,042,185	-	-	102,338,074	102,338,074
Unlisted	-	2,533,290		7,069696	9,602,986	398,373	802,221	3,848,170	5,048,764
	-	2,533,290		123,111,881	125,645,171	398,373	802,221	106,186,244	107,386,838

The Company's financial liabilities are due to mature within one year from the Statement of Financial Position date. The contractual maturities of these financial liabilities equal their carrying amount on the Statement of Financial Position. As the Company is in a net current asset position, the Directors are satisfied that there are adequate resources to meet these obligations as they fall due.

ii) Credit risk

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

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

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

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

iii) 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:

	2019	2018
Equity	£	£
Share capital	49,789,346	49,789,346
Capital redemption reserve and other reserves	1,246,500	1,246,500
Other reserves	82,290,052	74,205,667
	133,325,898	125,241,513

The Company does not have any long term debt outstanding as at 31 March 2019 and 31 March 2018.

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

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

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

- the need for new issues of equity shares; and

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

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

17. Fair value hierarchy

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

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

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

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

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

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

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

31 March 2019	Level 1	Level 2	Level 3	Total
	£	£	£	£
Financial assets at fair value
through profit or loss
Listed securities	107,412,185	8,630,000	-	116,042,185
Unlisted securities	-	-	9,602,986	9,602,986
	107,412,185	8,630,000	9,602,986	125,645,171

31 March 2018

Financial assets at fair value
through profit or loss
Listed securities	102,338,074	-	-	102,338,074
Unlisted securities	-	-	5,048,764	5,048,764
	102,338,074	-	5,048,764	107,386,837

The following table summarises the changes in fair value of the Company's Level 3 investments for the year ended 31 March 2019.

	2019	2018
	£	£
Balance at 1 April	5,048,764	3,714,598
Net realised (losses)/gains on investments	(228,908)	(159,207)
Unrealised gains/(losses) on investments	(23,021)	(580,661)
Purchase of investments	1,294,600	1,981,034
Sale of investments	-	-
Transfers from level 1 into level 3	3,511,551	93,000
Transfers from level 3 into level 2	-	-
Balance at 31 March	9,602,986	5,048,764

Change in unrealised losses / (gains) on investments included in Statement of Comprehensive Income for Level 3 investments held	(23,021)	784,711

During the year ended 31 March 2019, there was one transfer from level 1 to level 3 resulting from an investee company's listing being suspended (31 March 2018: There was one transfer from level 1 to level 3 resulting from an investee company's listing being cancelled). There were three transfers from Level 1 to Level 2 as a result of low market activity.

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 2019 in measuring financial instruments categorised as Level 3 in the fair value hierarchy.

Valuation Method	Fair Value at 31 March 2019 (£)	Unobservable inputs	Factor	Sensitivity to changes in significant unobservable inputs
Comparable Company Multiples	1,332,459	Earnings (EBITDA) multiple	15.1x	The estimated fair value would increase if: - the Earnings (EBITDA) multiple was increased
Comparable Company Multiples	3,499,800	Earnings (EBITDA) multiple	7.5x	The estimated fair value would increase if: - the Earnings (EBITDA) multiple was increased
Valuation Method	Fair Value at 31 March 2018 (£)	Unobservable inputs	Factor	Sensitivity to changes in significant unobservable inputs
Comparable Company Multiples	1,200,594	Earnings (EBITDA) multiple	14.0x	The estimated fair value would increase if: - the Earnings (EBITDA) multiple was increased

The remaining investments classified as Level 3 have not been included in the above analysis as they have either a fair value that either approximates a recent 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 2019

Valuation Method

Input

Sensitivity used

Comparable Company

Multiples

Earnings (EBITDA) multiple

+/- 1.0x (16.1/15.1)

117,758/(98,384)

Comparable Company

Multiples

Earnings (EBITDA) multiple

+/- 10.0% (8.3/6.8)

387,267/(387,267)

As at 31 March 2018

Valuation Method

Input

Sensitivity used

Comparable Company

Multiples

Earnings (EBITDA) multiple

+/- 10% (15.4/12.6)

140,096/(140,096)

A sensitivity of 1.0x and 10% has been considered appropriate given the earnings (EBITDA) multiple for comparable company multiples lies within this range.

18. Related parties

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

The Investment Manager and Investment Adviser are considered to be related parties. 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 2019, £38,125 (2018: £38,125) included in other accruals and payables was payable to the Directors.

Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. He is also a Partner and the Chief Executive of Harwood Capital LLP, the Company's Investment Manager and Investment Adviser and Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc "NASCIT", which is a substantial shareholder of Oryx as detailed in the Annual 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 Statement of Financial Position date (2018: Nil).

As at 31 March 2019, the Company held 2,500,000 (2018: 2,500,000) shares in Harwood Wealth Management Group valued at £3,250,000 (2018: £3,625,000). The Company considers Harwood Wealth Management Group a related party as Mr Christopher Mills, a non-executive director of Harwood Wealth Management Group, is also a member of key management personnel of the Company.

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

19. Majority Shareholder

NASCIT holds 51.86% of the Ordinary shares of the Company

20. Subsequent Events

There have been no significant events subsequent to the year end, which, in the opinion of the Directors, may have had an impact on the financial statements for the year ended 31 March 2019.

London, SW1H 0BL

Website

www.oryxinternationalgrowthfund.co.uk

Enquiries:

Sarah Hendry

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

Tel: +44 (0) 1481 750 822

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR SSFFIIFUSELW

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Oryx International Growth Fund Ltd. (OIG)

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