annual
F O R T H E Y E A R
E N D E D 3 0 J U N E
2
S
eraphim Space Investment Trust PLC
contents
P
lease note that the Glossary on pages 144 and 145 provides definitions for defined terms used through the report.
Front cover image: Digital rendering of the earth depicting connectivity, SpaceTech and AI infrastructure
strategic report
About the Company 01
Key Highlights 02
Portfolio Snapshot 03
Portfolio Key Developments 04
Significant Sector Events 06
Chair’s Statement 09
Investment Manager’s Report 13
Portfolio 33
Responsible Investment 41
Business Review 47
Promoting the Success of the Company 61
corporate governance
Directors and Investment Manager 69
Directors’ Report 74
Corporate Governance Report 78
Audit Committee Report 88
Management Engagement Committee Report 92
Remuneration and Nomination Committee Report 94
Directors’ Remuneration Report 97
Directors’ Responsibilities Statement 101
financial statements
Independent Auditor’s Report 103
Statement of Comprehensive Income 111
Statement of Financial Position 112
Statement of Changes in Equity 113
Statement of Cash Flows 114
Notes to the Financial Statements 115
further information
Alternative Performance Measures 141
Glossary 144
Corporate Information 146
01
A
nnual Report and Financial Statements
about the company
S
eraphim Space Investment Trust PLC (the ‘Company’ or ‘SSIT’) is the world’s first listed
SpaceTech fund. It is an externally managed closed-ended investment company that was
launched in July 2021. SSIT seeks to generate capital growth over the long term through
investment in a diversified, international portfolio of predominantly early and growth stage
privately financed SpaceTech businesses that have the potential to dominate globally
and are category leaders with first mover advantages in areas such as global security,
cybersecurity, food security, climate change and sustainability. The Company’s shares are
traded on the London Stock Exchange’s main market.
Find us online: in
vestors.seraphim.vc
investment manager
The Company is managed by Seraphim Space Manager LLP (the ‘Investment Manager’
or ‘Seraphim Space’), the world’s most prolific SpaceTech investment group. The
Investment Manager’s team consists of seasoned venture capitalists and some of the
space sector’s most successful entrepreneurs who scaled their businesses to multi-billion
Dollar outcomes.
The Investment Manager has supported more than 150 SpaceTech companies across its
fund management and accelerator activities since 2016 and has a proven track record of
delivering value.
Positioned at the heart of the global SpaceTech ecosystem, the Investment Manager has
a differentiated model, using information asymmetry generated from its global deal flow,
partnerships with leading industry players and primary research to back the most notable
emerging SpaceTech companies shaping a new industrial revolution.
The Investment Manager is a signatory to the UN Principles for Responsible Investment
(‘UN PRI’). Its first UN PRI report was filed in 2024.
S T R A T E G I C R E P O R T
02
S
eraphim Space Investment Trust PLC
key highlights
As at 30 June 2026
key performance indicators
For the year ended 30 June 2026
N A V P E R S H A R E M O V E M E N T
( 1 )
102.9%
D I S C O U N T ( A S A T 3 0 J U N E 2 0 2 6 )
( 1 )
-19.5%
O N G O I N G C H A R G E S
( 1 )
1.56%
financial summary
C shares
portfolio
ordinary shares
30 June
2
026
30 June
2025 change
Total
NAV £704.4m £281.1m 150.6%
Portfolio valuation £605.5m £259.8m 133.0%
Fair value vs. cost
(1)
359.6% 131.9% 22,770bps
Liquid resources £152.9m £21.5m 610.6%
Market capitalisation £553.3m £203.0m 172.5%
Ordinary shares
NAV £570.4m £281.1m 102.9%
NAV per share
(1)
240.49p 118.52p 102.9%
Liquid resources £19.0m £21.5m -11.5%
Market capitalisation £445.5m £203.0m 119.4%
Share price
(1)
187.8p 85.6p 119.4%
-Discount/+premium
(1)
-21.9% -27.8% 590bps
Ongoing charges
(1)
1.36% 1.77% -41bps
Number of shares in issue 237.2m 237.2m 0.0%
C shares
NAV £133.9m
NAV per share
(1)
98.11p
Liquid resources £133.8m
Market capitalisation £107.8m
Share price
(1)
79.0p
-Discount/+premium
(1)
-19.5%
Ongoing charges
(1)
1.56%
Number of shares in issue 136.5m
(1)
Alternative performance measure – see Alternative Performance Measures on pages 141 to 143.
( P R I O R Y E A R : 2 3 . 2 % )
S H A R E P R I C E M O V E M E N T
( 1 )
119.4%
( P R I O R Y E A R : 5 6 . 8 % )
D I S C O U N T ( A S A T 3 0 J U N E 2 0 2 6 )
( 1 )
-21.9%
( 3 0 J U N E 2 0 2 5 : - 2 7 . 8 % )
O N G O I N G C H A R G E S
( 1 )
1.36%
( P R I O R Y E A R : 1 . 7 7 % )
F A I R V A L U E V S . C O S T
( A S A T 3 0 J U N E 2 0 2 6 )
( 1 )
359.6%
( 3 0 J U N E 2 0 2 5 : 1 3 1 . 9 % )
S T R A T E G I C R E P O R T
03
A
nnual Report and Financial Statements
portfolio snapshot
A V E R A G E C A S H R U N W A Y
O F P R I V A T E P O R T F O L I O
T H A T I S N O T F U L L Y F U N D E D
F R O M 3 0 J U N E 2 0 2 6
( 1 ) ( 3 )
20 months
N U M B E R O F P R I V A T E P O R T F O L I O
C O M P A N I E S T H A T A R E F U L L Y
F U N D E D O R H A V E 1 2 M O N T H S
O R M O R E O F C A S H R U N W A Y
( 1 )
13
(1)
Source: Portfolio company data and management projections.
(2)
Between 1 July 2025 and 30 June 2026.
(3)
Fair value weighted average (as defined in the Glossary on page 144) number of months of cash runway from 30 June 2026 for the private portfolio
companies that are not fully funded, representing 10% of the portfolio fair value, taking into account cash as at year end and any fundraising raised post
Period end (30 June 2025: 39% of the portfolio fair value was not fully funded).
M O N E Y R A I S E D B Y P R I V A T E
P O R T F O L I O C O M P A N I E S
( 1 ) ( 2 )
$1.4bn
P
E R C E N T A G E O F P O R T F O L I O
B Y F A I R V A L U E T H A T I S
F U L L Y F U N D E D
( 1 )
90%
F A I R V A L U E
£605.5m
( 3 0 J U N E 2 0 2 5 : £ 2 5 9 . 8 M )
T O P 1 0 I N V E S T M E N T S
A S % O F F A I R V A L U E
96.5%
( 3 0 J U N E 2 0 2 5 : 8 9 . 5 % )
P R I V A T E P O R T F O L I O
F A I R V A L U E V S . C O S T
385.8%
( 3 0 J U N E 2 0 2 5 : 1 5 5 . 8 % )
L I S T E D P O R T F O L I O
F A I R V A L U E V S . C O S T
188.5%
( 3 0 J U N E 2 0 2 5 : 2 5 . 8 % )
As at 30 June 2026
( 3 0 J U N E 2 0 2 5 : > $ 3 9 0 M ) ( 3 0 J U N E 2 0 2 5 : 5 8 % )
( 3 0 J U N E 2 0 2 5 : 1 3 ) ( 3 0 J U N E 2 0 2 5
( 3 )
: 9 M O N T H S )
S T R A T E G I C R E P O R T
p
ortfolio key developments
04
Seraphim Space Investment Trust PLC
Major milestones
• Reported unaudited 2025
r
evenue of more than €250m,
EBITDA in excess of €100m and a
€1.5bn contracted order backlog.
• Joint venture with Rheinmetall
was awarded a €1.7bn contract
to provide the German Armed
Forces with space-based
reconnaissance data via
exclusive access to a dedicated
synthetic aperture radar
(‘SAR’) satellite constellation.
• Also signed multiple other
sizeable contracts for the delivery
of sovereign SAR satellites for
nation states, including a $168m
contract with the Finnish Defence
Forces, and an agreement with
IHI Corporation in Japan for the
delivery of an initial four satellites
and options for up to 20 more.
• Redomiciled the business to
the US, marking a significant
milestone in the company’s
next phase of growth.
• Announced a partnership
with Aalyria to deliver
autonomous multi-orbit
communications networks.
• Secured $1.1m from the
European Space Agency’s
Navigation Innovation
and Support Program to
develop capabilities for GPS-
denied environments.
• Successfully launched its
14th satellite cluster in March
2026, strengthening its
leadership in radio frequency
(‘RF’) signals intelligence for
defence customers globally.
• In the quarter to 30 June 2026,
the company reported revenue
of $49.8m, representing an 87%
increase year-on-year, alongside
a contracted backlog of $292.2m.
• Announced a strategic partnership
w
ith Palantir to integrate its weather
intelligence capabilities into
Palantir’s platforms across defence,
government and enterprise markets.
• Completed deployment of its first
weather satellite constellation,
achieving a 60-minute global
revisit rate, unveiled its AI-native
DeepSky constellation and
entered into a partnership with
the Fédération Internationale
de l’Automobile to provide AI-
powered weather intelligence
for motorsport operations.
• Secured a lease agreement for
the Vallecitos Nuclear Center
site, including the hot cell facilities
which were originally intended for
decommissioning by NorthStar. The
facilities provide Zeno with critical
infrastructure for radioisotope
power system manufacturing that
would be exceptionally difficult,
time consuming and costly to
replicate, with replacement
value likely exceeding $100m,
materially strengthening the
company’s execution pathway
and competitive position.
• Announced commercial
agreements with Verizon and
STC Group to support direct-to-
device connectivity across the US
and Middle East, respectively.
• Secured a prime contract position
on the US Missile Defense Agency’s
SHIELD programme, continued
deployment of its BlueBird
constellation, successfully launching
BlueBirds 8, 9 and 10 following
the lower-than-planned orbital
insertion of BlueBird 7, and received
US Federal Communications
Commission authorisation to deploy
and operate a constellation of up to
248 low earth orbit (‘LEO’) satellites.
S T R A T E G I C R E P O R T
05
A
nnual Report and Financial Statements
portfolio key developments
(continued)
Major funding rounds
• Closed its €150m Series E
f
inancing round in December
2025 led by General Catalyst.
• Completed its €1bn Series F
financing round in June 2026
led by General Atlantic, of
which €450m was fresh capital
and the remaining €550m
secondary capital, valuing
the company at over €10bn.
• Closed its $150m Series E
financing round in December
2025 co-led by NightDragon
and Center15 Capital.
• Closed its £60m Series
A financing round in
December 2025 led by
National Grid Partners.
• Closed its Series D financing
round in January 2026 led by
Azimut with €110m raised,
of which €45m was fresh
capital with the remainder
being secondary capital.
• Closed its £30m Series A
extension financing round
in February 2026 led by
Nato Innovation Fund
alongside other backers.
• Closed its $170m Series
C financing round in
March 2026 led by Mohari
Ventures Natural Capital.
• Closed its $210m Series F
financing round in May 2026
led by Stonecourt Capital.
IPOs, M&A, Exits
• Acquired Innovative Signal
A
nalysis, a provider of
high-performance signal
processing technologies, to
bring advanced algorithms,
edge and cloud-based
processing solutions into
HawkEye 360’s rapidly
evolving RF platform.
• Successfully completed an
oversubscribed IPO on the
New York Stock Exchange
in May 2026, raising
$416m in the process.
• Announced the acquisition
of lunar lander developer
Astrobotic in a transaction
valued at up to $300m,
comprising cash, stock
and earnout consideration,
expanding Voyager’s
position in the rapidly
developing lunar economy.
• SSIT fully exited its holding
on the back of a share price
rally in early October 2025,
when the price reached levels
not seen since February
2023. £3.3m proceeds were
received for the holding,
equivalent to 15% of the initial
Sterling cost of the holding.
• SSIT fully exited its holding
in October 2025. £2.9m
proceeds were received for
the holding, equivalent to
29% of the initial Sterling
cost of the holding.
• On 7 October 2025, the
company appointed joint
administrators after an
acquisition process to sell the
company unexpectedly fell
through at a very late stage in
the process. As a very small
holding, this had a negligible
impact on the Company’s NAV.
The space sector experienced a transformative year, characterised by record capital formation, major strategic
a
cquisitions, increasing defence investment and growing commercial maturity. The Period also saw several
landmark events that further established SpaceTech as a strategically important and increasingly institutionalised
asset class.
S T R A T E G I C R E P O R T
significant sector events
06
Seraphim Space Investment Trust PLC
Airbus, Leonardo and Thales announced
p
lans to combine elements of their
space businesses to create a European
space champion, reflecting growing
efforts to strengthen sovereign
space capabilities and compete more
effectively with US-led providers.
York Space completed a $629m IPO on
t
he NYSE, with its shares valuing the
satellite manufacturer at approximately
$4.75bn on its market debut.
Firefly Aerospace, a vertically
i
ntegrated space and defence platform
spanning launch, lunar infrastructure
and spacecraft, completed a $868m
IPO on NASDAQ at an implied
valuation of approximately $6.3bn.
European Space Agency member
s
tates approved a record €22bn
budget, reinforcing Europe’s
long-term commitment to space
infrastructure, security and
commercial space development.
aug
2
025
oct
2
025
nov
2
025
jan
2
026
Significant Sector Events
(c
ontinued)
S T R A T E G I C R E P O R T
07
Annual Report and Financial Statements
SSIT portfolio company HawkEye
3
60 completed a $416m IPO on
the New York Stock Exchange at a
valuation of approximately $2.4bn.
SpaceX completed the largest IPO in
h
istory, raising approximately $85.7bn at
a valuation of roughly $1.8tn, a landmark
event that further established SpaceTech
as a mainstream institutional asset class.
Amazon announced its $11.6bn
a
cquisition of Globalstar, highlighting
the growing strategic importance
of satellite communications
infrastructure, spectrum rights and
direct-to-device connectivity.
Rocket Lab announced the $8bn
a
cquisition of Iridium, expanding its
presence in satellite communications
and direct-to-device services.
apr
2
026
may
2
026
jun
2
026
jun
2
026
SpaceX
ch
air’s
statement
09
A
nnual Report and Financial Statements
chair’s statement
S T
R A T E G I C R E P O R T
I am pleased to present the Annual Report of Seraphim
Space Investment Trust PLC for the year ended
30 June 2026.
I would like to thank all shareholders for their ongoing
support, and welcome new shareholders who
participated in the C share issue in May 2026.
progress in the period
During the Period, the Company invested £4.0m in thre
e
existing portfolio companies. The portfolio consisted of 23
active SpaceTech companies and the investment in the
Seraphim Space Ventures II LP fund (the ‘Venture Fund’),
valued at £605.5m, at 30 June 2026 (2025: 25 active
companies and the Venture Fund, £259.8m). In addition,
the Company disposed of its holdings in Arqit and Spire
Global, receiving £6.2m in proceeds. This resulted in the
Company holding £19.0m (2025: £21.5m) of cash reserves
for the ordinary shares and £133.8m (2025: £Nil) of cash
reserves for the C shares at the Period end.
In May 2026, we were delighted to raise £136.5m through
the issuance of C shares, the largest fundraise by a
UK-based investment company since February 2023.
This will allow the Company to actively seek to invest more
meaningful amounts in new target companies and as
follow-on investments into existing portfolio companies.
Following the successful C share issue, the Company
joined the FTSE 250 Index in June 2026, marking
another important milestone for SSIT. As explained in
the Investment Manager’s Report, overall, the portfolio
continues to be well capitalised, with a number of
management teams of portfolio companies believing
their companies are already fully funded and/or expected
to be EBITDA positive in the near term. A detailed review
of the performance of the portfolio companies can be
found in the Investment Manager’s Report.
nav
Net asset year-over-year growth of 150.6%, from £281.
1m
to £704.4m at 30 June 2026, was driven predominantly by
an increase in the fair value of the portfolio and the results
of the C share issue, which was partially offset by running
costs, including an accrual for the performance fee which
became payable at the Period end. NAV for the ordinary
shares increased 102.9%, from £281.1m to £570.4m,
with NAV per ordinary share also increasing 102.9%,
from 118.52p to 240.49p at the Period end, driven by the
portfolio fair value increase. As at 30 June 2026, NAV for
the C shares was £133.9m, with NAV per C share of 98.11p,
driven by the funds raised in the placing less issue costs
and other expenses from the raise to the end of the Period.
The private companies in the portfolio continue to account
for the majority of the portfolio (83.3% by number of
holdings and 93.0% by fair value) as at 30 June 2026. The
fair value of the private portfolio (excluding HawkEye 360,
which listed during the Period) increased 145.0% over
the Period, reaching 385.8% vs. cost (381.7% excluding
FX impact) at the Period end. ICEYE’s new funding round,
which was finalised during the Period and completed post
the end of the Period, drove a significant portion of the fair
value increase. As at 30
June 2026, ICEYE represented
54% of SSIT’s NAV. One of the Company’s principal
risks, as outlined on page 53, is portfolio concentration,
and this is a topic discussed frequently by the Directors
and the Investment Manager. The Investment Manager
continues to see positive developments in a number
of the other top 10 holdings, driven by market trends,
contract wins and strong execution by portfolio company
management teams.
The listed element of the portfolio (including
HawkEye 360) saw fair value in aggregate rise by
40.9%, reaching 188.5% fair value vs. cost (204.7%
excluding FX impact).
FX gains were minimal, accounting for £2.4m in the Period.
‘
The past year was a watershed period for the space se
ctor, cementing SpaceTech as a defining technological
force. SpaceX’s record-breaking IPO was the exemplar, marking SpaceTech’s arrival as a mainstream
investment category and underscoring the sector’s growing commercial and strategic importance.
That momentum extended across the sector. M&A accelerated as technology majors such as Amazon and
New Space leaders, including Rocket Lab and Intuitive Machines, emerged as consolidators. Public and
private investment also reached record levels, driven by rapidly rising government demand for advanced
SpaceTech capabilities.
The Company captured this momentum, delivering an exceptional year in which both portfolio value and
NAV more than doubled. ICEYE was the principal driver, securing a multi-billion Euro contract and with
funding rounds that established it as one of the world’s most valuable private SpaceTech companies.
This performance enabled the Company to raise £137m of fresh capital through its C share issue. The
Company enters the new year strongly capitalised and ready to accelerate deployment into compelling new
and follow-on investments.
’
DR Will Whitehorn OBE
Chair
10
S
eraphim Space Investment Trust PLC
chair’s statement
(c
ontinued)
S T R A T E G I C R E P O R T
The NAV reflects a performance fee liability of £54.0m
(30 June 2025: no provision or liability). Timing of the
payout of the performance fee is subject to various
conditions, including the Board being satisfied that there
is sufficient cash available, after taking into account
the Company’s working capital requirements, and the
aggregate of net realised gains, unrealised IPO gains,
listed holding fair value change and investment income
exceeding the amount to be paid out. We note that the
conditions have not yet been met and also confirm that
cash attributable to the C shares will not be used to pay
the performance fee. In addition, once payout does
occur, 15% of any performance fee must be re-invested
by the Investment Manager in SSIT shares.
The Company has no formal benchmark index. At the
time of SSIT’s IPO, we set a target annualised NAV total
return on the Company’s portfolio of at least 20% over
the long term. The Board has reviewed the target return
and decided that, going forward, it should be based on
the annualised NAV total return per ordinary share over
the long-term, with the annualised target of 20% being
retained, to provide greater transparency for shareholders.
Over the period from IPO to 30 June 2026 (approximately
five years), the annualised NAV total return per ordinary
share was 19.1%. Over the same period, the gross portfolio
Internal Rate of Return (‘IRR’) was 27.9%.
share price
The Company’s ordinary share price showed significant
po
sitive momentum during the Period, reaching 187.8p
on 30 June 2026, an increase of 119.4% from 85.6p at
30 June 2025. Whilst the share price traded at a discount
of 21.9% vs. the NAV per ordinary share at the Period
end, this was a lower discount than at the end of the
prior year (30 June 2025: 27.8% discount). There was
significant volatility in the ordinary share price during
the Period, in line with space, defence and technology
indices as shown by the chart on page 27.
The Company’s C share price as at 30 June 2026 was
79.0p, representing a discount of 19.5% vs. the NAV
per C
share.
capital allocation policy
Each year, the Company seeks shareholder approval
at
the AGM to have the ability to repurchase shares.
Similar to its peers in the market, the Company’s shares
continue to trade at a discount to NAV. A buy-back of
shares is usually in the interests of all shareholders as it
can help to stabilise the share price, and, when trading at
a substantial discount to NAV, it also increases NAV per
share. However, it also reduces the liquid resources of the
Company and results in the capital that has been used for
buy-backs no longer being available for investments.
The Company is currently focused on investing the
funds raised in the recent C share issue in new and
follow-on investments, which was the basis on which
the money was raised, in order to facilitate potential
long-term capital appreciation. The Investment
M
anager continues to access significant deal flow
and focus on its disciplined investment and engaged
portfolio monitoring process to drive portfolio value.
Over the Period, this has resulted in strong portfolio
performance and NAV accretion, and the Board
continues to believe that this long-term strategy will lead
to significant growth in the Company’s NAV per share.
earnings and dividend
The Company made a gain after tax of £289.4m for the
Pe
riod (2025: £53.0m), equal to 121.97p (2025: 22.33p)
per ordinary share and 0.03p (2025: Nil) per C share.
The ordinary share gain is made up of a revenue loss
after tax of £4.7m (2025: loss of £3.6m), equal to -1.98p
(2025: -1.52p) per ordinary share, and a capital gain after
tax of £294.0m (2025: £56.6m), equal to 123.95p (2025:
23.85p) per ordinary share. The C share gain is made up
of a revenue gain after tax of £0.04m (2025: £Nil), equal
to 0.03p (2025: Nil) per C share. There were no capital
gains or losses for the C shares during the Period.
Due to the nature of the Company’s investments and its
focus on achieving capital growth over the long term, we
do not anticipate recommending payment of a dividend
in the foreseeable future.
responsible investment
During the Period, the Investment Manager continued to
us
e its proprietary due diligence tool in order to assess
sustainability opportunities and ESG risks associated
with each potential investment, as well as annually
monitoring existing investments. The Investment
Manager reviews its Responsible Investment policy
annually to ensure it continues to be in line with industry
practice. In addition, the Investment Manager completed
its third carbon footprint assessment, achieving carbon
neutrality for the year ended 31 March 2026 by retiring
186 tCO
2
e (2025: 258 tCO
2
e) in accordance with
the One Carbon World Carbon Neutral International
Standard. Please refer to the Responsible Investment
section on pages 41 to 45 for more details.
availability of annual reports
In the interests of the environment and for ease
of
access, Annual Reports are available on the
Company’s website and can be viewed and downloaded
at https://investors.seraphim.vc/. Hard copies of
Annual Reports will only be available on request.
annual general meeting
The AGM of the Company will be held at 11.30 a.m.
on
25 November 2026 at Seraphim Space’s new
offices: The Jellicoe, 5 Beaconsfield Street, King’s
Cross, London, N1C 4EW. The AGM will include a
presentation from the Investment Manager (a video
of the presentation will be added to the website as
soon as practicable after the AGM). Details of the
chair’s statement
(c
ontinued)
S T R A T E G I C R E P O R T
resolutions to be proposed at the AGM, together with
e
xplanations, will be included in the notice of meeting
to be distributed to shareholders on 21 October 2026.
As a matter of good practice, all resolutions will be
conducted on a poll and the results will be announced
to the market as soon as possible after the AGM.
The Directors and representatives of the Investment
Manager will be available at the AGM to answer
shareholder questions. We do recognise that some
shareholders may be unable to come to the AGM
and, if you have any questions about the Annual
Report, the investment portfolio or any other matter
relevant to the Company, please write to us via email
at seraphimteam@ocorian.com or by post to: The
Company Secretary, Seraphim Space Investment
Trust PLC, 5th Floor, 20 Fenchurch Street, London,
EC3M 3BY. If you are unable to attend the AGM, I urge
you to submit your proxy votes in good time for the
meeting, following the instructions on the proxy form.
If you vote against any of the resolutions, we would be
interested to hear from you so that we can understand
the reasons behind any objections.
material events after the
year
end
• ALL.SPACE: Ac
quired by York Space on 8 July
2026 for a total purchase price of approximately
$300m, consisting of approximately $155m in
cash (a proportion of which is held in escrow and
subject to post-completion adjustments that are not
expected to be significant) and 5.9m shares of York
Space common stock. The company will continue
to operate as a wholly owned subsidiary of York
Space. As explained in more detail on page 18, the
fair value of SSIT’s investment in ALL.SPACE was
£45.4m at the Period end, whereas, on completion
of the transaction, the consideration was worth up to
£40.8m (the reduction in value being due to a fall in
York Space’s share price over the intervening period
and the resulting impact on the share class waterfall
allocations). Since completion, there has been a
further fall in the York Space share price, reducing the
value of the Company’s holding in York Space from
£21.3m at completion to £6.1m at 13 October 2026.
•
Xona Space Systems: Co
mpleted a new financing
round in October, in which SSIT invested $15m for
the C share portfolio. The financing has resulted in a
material increase in the fair value of SSIT’s holding
in the ordinary share portfolio, making Xona Space
Systems the Company’s second largest portfolio
holding. The valuation derived from the financing
increases the fair value of the Company’s existing
holding by approximately £52.4m from the fair value
as at 30 June 2026, equivalent to 22.0p per ordinary
share (gross of any performance fee accrual).
• ICEYE:
Announced a strategic partnership with
N
okia to jointly develop sovereign LEO satellite
communications systems for government and
defence customers. Combining ICEYE’s proven space
infrastructure expertise with Nokia’s communications
technology, the partnership aims to deliver secure,
high-performance broadband connectivity for
defence, border security, emergency response and
critical national infrastructure applications. The first
satellites are expected to launch in 2028, supporting
growing demand for sovereign European space-
based communications capabilities and resilient
mission-critical connectivity.
•
C share deployment: As
at 13 October 2026, £72.5m
of the C share proceeds had been deployed in 5 existing
portfolio companies and 1 new company, (which is a
portfolio company in the Venture Fund), demonstrating
strong momentum in converting newly raised capital
into attractive investments and executing its growth
strategy. This level of deployment has satisfied the
conditions for the conversion of the first tranche of C
shares, with the conversion ratio to be announced on
25 November 2026 alongside the publication of the
Company’s 30 September 2026 results.
outlook
With SpaceTech sharing many of AI’s defining
ch
aracteristics in terms of its capacity to reshape
industries, we believe the sector is now entering a new
multi-decade cycle of wider adoption of now proven
technologies and the emergence of new capabilities
across the on-orbit economy.
Given its scale, SpaceX will inevitably become a
bellwether for the wider market. Its share price
performance may continue to create periods of
sector volatility while its valuation settles. However,
the underlying drivers of growth for the sector remain
firmly intact. Demand for sovereign space systems
and defence capabilities continues to rise, while public
and private capital markets retain a strong appetite for
high-quality SpaceTech businesses.
Against this backdrop, SSIT is well positioned for the
year ahead. Record fundraisings have strengthened the
portfolio, while the recent C share issuance has provided
the Company with substantial capital to deploy. With
both the portfolio and the Company entering the current
financial year from a position of strength, the outlook
appears more exciting than ever.
dr will whitehorn obe
C
hair
14 October 2026
Annual Report and Financial Statements
11
investment
m
anager‘s
report
SpaceX
13
A
nnual Report and Financial Statements
investment manager’s report
S
T R A T E G I C R E P O R T
‘
We are delighted to a landmark record year for the portfolio. Fair value more than doubled over
the Period and now stands at 3.6x cost. This represents an important milestone: five years
after the Company’s IPO, the gross portfolio IRR was 27.9% at the Period end. Over the same
period, the annualised NAV total return per ordinary share was 19.1%, broadly in line with the
Company’s long-term target of at least 20%. This accomplishment reflects strong performance
across the portfolio, evidenced by accelerating commercial traction, fundraising and corporate
activity. The private companies in the top 10 holdings grew revenue 237% year-on-year on a fair
value weighted average basis. Five private portfolio companies completed six financing rounds
of more than $100m during the 12 months to 30 June 2026, making it the portfolio’s strongest
period of private financing to date. Much of this capital came from new investors prepared to
invest at significant premiums to prior rounds, recognising the commercial progress achieved by
these businesses.
ICEYE was again the standout performer. Its German joint venture with Rheinmetall secured a
€1.7bn contract with the Bundeswehr, the largest contract award in the portfolio’s history. This
followed stellar performance in 2025, when revenue more than doubled to €250m and EBITDA
exceeded €100m, while its contracted backlog provides visibility of more than €1bn of revenue in
2027. ICEYE’s record-breaking Series F financing, at a valuation exceeding €10bn, reflects this
progress and was by far the largest contributor to the increase in portfolio value over the Period.
Elsewhere, HawkEye 360 delivered a strong year and became the third SSIT portfolio company
to list publicly. We remain confident in its prospects and expect to remain long-term shareholders.
ALL.SPACE’s agreement to be acquired by York Space was another important milestone,
representing the portfolio’s first M&A disposal. Against a backdrop of heightened sector
consolidation, we believe the wider portfolio is well positioned to attract further strategic interest.
We were also encouraged by the progress of companies that have established themselves among
the Company’s top 10 holdings. Xona Space Systems had an excellent year, with its valuation
increasing materially following completion of its Series C financing. We believe it has substantial
further potential as it builds momentum towards deploying the world’s first jam-resistant,
high-precision commercial GPS constellation. This positive momentum was reiterated with the
further raise announced on 9 October 2026 at a significantly higher price as referred to on page 11.
With the secular trends driving the sector set to persist following SpaceX’s blockbuster IPO, we
anticipate another period of record investment activity and believe the portfolio is well placed to
extend its recent momentum.
’
Mark Boggett
CEO, Seraphim Space
investment manager’s report
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ontinued)
14
S
e
raphim Space Investment Trust PLC
overview
The year to 30 June 2026 was characterised by a rapid
ly
evolving geopolitical and macroeconomic environment.
Geopolitical tensions, especially the continuation of
the Ukraine-Russia war and the onset of the Iran war,
increasing strategic competition between major global
superpowers and a continued reassessment of global
security priorities, drove governments to accelerate and
further increase investment in defence, resilience and
sovereign technological capabilities.
Consequently, we have seen global defence spending
increase again, pushing various countries to all-time
highs in 2026, including the US (approximately $1tn), the
UK (£62bn) and Germany (€83bn). In lockstep, global
SpaceTech investment reached its current all-time peak
of $23bn over the 12 months to 30 June 2026.
Public markets showed a similar picture, with share
prices up significantly over the 12 months to 30 June
2026, including the S&P Aerospace & Defense Select
Industry Index (+34.8%) outperforming the S&P 500
(+21.2%). The major event in the public markets was
SpaceX’s landmark IPO in Q2 2026. The company raised
approximately $85.7bn at a $1.8tn market capitalisation,
making it the largest IPO in history and one of the most
valuable businesses of all time. The milestone reflects
SpaceX’s evolution from a launch provider into a diversified
infrastructure platform spanning launch, communications,
national security, space transportation and AI.
These developments have further benefitted SSIT
and its portfolio companies. In May 2026, SSIT
successfully completed its own fundraise, adding
£136.5m in fresh capital to its balance sheet through
a C share issue, backed by both institutional and retail
investors. On the portfolio side, the Series F fundraise
of ICEYE and the IPO of HawkEye 360 stand out.
ICEYE raised €450m in primary capital at a valuation
exceeding €10bn, making it both one of the highest
valued privately held European venture-backed start-
ups ever and one of the highest valued privately held
space and defence start-ups globally
. HawkEye 360
successfully listed on the NYSE in May 2026, raising
over $400m in the process, while achieving a market
capitalisation of roughly $2.4bn.
As a reaction to the favourable environment and with the
benefit of increased liquidity, our investment strategy
changed towards the end of the Period. While previously
the focus had been on protecting and growing existing
portfolio value, thanks to the C share issue, liquidity from
exits (including the sale of ALL.SPACE post the Period
end) and further potential liquidity in a newly listed holding
(HawkEye 360) if required, we moved to pursuing new
investments following the completion of the C share
issue in May 2026. Our investment strategy now centres
around doubling down on SSIT’s best performing portfolio
companies, where possible, and selectively adding the next
generation of rising stars to the portfolio. Given the limited
amount of time post the fund raise, no investments from
the C share proceeds had been made by the Period end;
however, deployment started in earnest in July 2026. As
at 13 October 2026, £72.5m of the C share proceeds had
been deployed. In addition, we continue to carefully monitor
and, when appropriate, take advantage of divestment
opportunities.
We are pleased to report that 15 of the companies in
SSIT’s portfolio at the start of the Period successfully
secured additional funding during the Period, raising
over $4.8bn in total. Notably, the vast majority of these
rounds were led by new investors joining existing
syndicates and all rounds were either priced up or
flat or were unpriced. Capital raised by SSIT’s private
portfolio companies increased to over $1.4bn (30 June
2025: over $390m), reflecting the acceleration of the
most mature companies.
More specifically, and a testament to the further
maturing of the portfolio, the management teams of
nine of SSIT’s portfolio companies, representing 90%
of the fair value of the portfolio, have confirmed that
their companies are fully funded based on their latest
projections. In a similar vein, management teams
representing a majority of the fair value of the portfolio
expect their companies to reach EBITDA profitability by
the end of 2026.
On the investment side, SSIT participated in a few
select funding rounds across its portfolio, most
notably in ALL.SPACE prior to the company’s sale to
York Space, which completed post Period in July 2026.
More importantly, and line with the revised investment
strategy, SSIT has completed investments in existing
portfolio companies Zeno, Pixxel, QuadSAT, Skylo
and Xona Space Systems, and in new addition Hubble
since the end of the Period.
On the divestment side, we sold SSIT’s holdings in
both Arqit and Spire Global, taking advantage of a
strong increase in their share prices at the time of sale.
15
S
T R A T E G I C R E P O R T
Annual Report and Financial Statements
Market overview
•
SpaceTech continues to outperform the broader
ve
nture capital (‘VC’) market, driven by sustained
demand for space-enabled defence, national security,
communications and infrastructure capabilities.
Unlike the wider VC market, where capital remains
concentrated in a small number of AI leaders, SpaceTech
investment is being distributed across a growing number
of scaled companies and subsectors.
•
The sector experienced its strongest funding
e
n
vironment to date. Total SpaceTech venture
investment reached $23bn in the 12 months to 30 June
2026, up from $9.7bn in the prior year period, while
Q2 CY26 alone delivered $7.5bn of investment, making
it the second-largest quarter ever recorded.
•
Deal activity also reached new highs. A record 620 d
e
als
were completed in the 12 months to 30 June 2026, up
from 582 in the year prior. While overall deal volume
remained robust, capital increasingly concentrated into
larger growth-stage financings, with average round sizes
continuing to increase as investors backed emerging
category leaders.
• The market has entered a new stage of maturity. Wher
e
as
the CY20-21 funding cycle was dominated by a handful
of companies such as SpaceX and OneWeb, today’s
capital is being deployed across a much broader set of
businesses. Series D+ financings accounted for $7.2bn,
or 47% of total investment, in the trailing 12 months to
30 June 2026.
• Confidence across both private and public markets
r
e
mains strong, despite macroeconomic and geopolitical
uncertainty. The landmark SpaceX IPO represented a
major inflection point for the sector, helping establish
SpaceTech as a mainstream institutional asset class
and creating significant liquidity for founders, employees
and early investors. While some publicly listed space
companies experienced a short-term valuation uplift
ahead of the IPO that subsequently moderated, investor
appetite for high-quality space assets remains robust,
as evidenced by record private funding levels.
900
800
1
,000
700
600
500
400
300
200
100
0
Global VC Index ($bn) Global VC Index (no. of deals)
SpaceTech Index ($bn) SpaceTech Index (no. of deals)
Q4 CY17
Q2 CY18
Q4 CY18
Q2 CY19
Q4 CY19
Q2 CY20
Q4 CY20
Q2 CY21
Q4 CY21
Q2 CY22
Q4 CY22
Q2 CY23
Q4 CY23
Q2 CY24
Q4 CY24
Q2 CY25
Q4 CY25
Q2 CY26
trailing 12 months spacetech vc investment vs. global technology vc investment
(rebased to 100)
Source: Seraphim Space Index; Pitchbook; Crunchbase
i
n
vestment manager’s report
(continued)
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S T R A T E G I C R E P O R T
16
S
e
raphim Space Investment Trust PLC
investment activity
Year ended 30 June 2026
Ac
quisitions
Company S
egment HQ Type
Cost
£m
ALL.SPACE Downlink UK Follow-on 3.6
QuadSAT Downlink Denmark Follow-on 0.3
Taranis Analyse Israel Follow-on 0.1
Total 4.0
From August 2025 through February 2026, the
Company invested a total of $4.9m (£3.6m) into
ALL.SPACE bridge and Series D rounds alongside
other existing investors. This additional funding
extended the runway while the company completed
its sale to York Space Systems.
In July 2025, the Company completed a DKK2.2m
(£0.3m) follow-on investment into QuadSAT’s post-
Series A round, led by a new investor, Join Capital, and
supported by existing investors. The new capital will
enable the company to scale up delivery to the defence
sector in Europe.
Finally, the Company completed a $100k (£0.1m)
follow-on investment in Taranis in August 2025,
alongside existing investors. Taranis will use this
funding to accelerate its commercial partnerships.
Disposals
In the Period, the Company received £6.2m in proceeds
from disposals.
Arqit was fully exited on the back of a share price rally
in early October 2025, when the price reached levels
not seen since February 2023. £3.3m proceeds were
received for the holding at a sale price equivalent to
15% of the initial Sterling cost of the holding. A loss of
£19.3m, which was already previously factored into the
Company’s NAV, was realised on this disposal.
Spire Global was also fully exited in October 2025.
£2.9m proceeds were received for the holding at a sale
price equivalent to 29% of the initial Sterling cost of the
holding. A loss of £7.0m, which was already previously
factored into the Company’s NAV, was realised on
this
disposal.
HawkEye 360 IPO on NYSE in May 2026.
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ontinued)
17
A
n
nual Report and Financial Statements
portfolio performance
Year ended 30 June 2026
Ho
ldings
30 June 2025 30 June 2026
C
ompany
Fair value
(1)
£m
Additions/
(disposals)
over Period
£m
Fair value
movement
over Period
£m
Fair value
£m % of NAV
Cost
(2)
£m
ICEYE 105.1 – 274.6 379.7 53.9% 39.6
ALL.SPACE 28.1 3.6 13.7 45.4 6.4% 31.6
D-Orbit 33.5 – 7.6 41.1 5.8% 11.6
HawkEye 360 20.6 – 16.4 37.0 5.3% 18.7
Xona Space Systems 10.3 – 17.9 28.2 4.0% 7.0
LeoLabs 12.0 – 6.8 18.8 2.7% 11.7
SatVu 11.2 – (0.0) 11.2 1.6% 7.0
Tomorrow.io 3.6 – 5.2 8.8 1.2% 4.2
Skylo 4.4 – 3.6 8.0 1.1% 2.8
Pixxel 3.3 – 2.9 6.2 0.9% 2.3
Other investments
(3)
27.7 (32.2) 25.6 21.1 3.0% 31.9
Total investments 259.8 (28.6) 374.3 605.5 86.0% 168.4
Cash 21.5 152.9 21.7%
Performance fee liability
(4)
– (54.0) (7.7)%
Other net current
assets/(liabilities) (0.2) (0.0) (0.0)%
Net asset value 281.1 704.4 100.0%
(1)
30 June 2025 fair value includes assets disposed of during the year to 30 June 2
0
26.
(2)
Includes the cost of new and follow-on investments made less the cost of holdings sold, where relevant, since 30 June 2026 of -£28.6m in aggregate.
(3)
Fair value movement includes the reversal of previously booked unrealised fair value movements for the assets disposed of in the Period, which is
offset by the disposals and results in realised losses.
(4)
The calculation period for a performance fee is the 12 months to 30 June in each year. Timing of the payout of any performance fee is subject to
various conditions, including sufficient cash being available and the aggregate of net realised gains, unrealised IPO gains, listed holding fair value
change and investment income exceeding the amount to be paid out. In addition, 15% of any performance fee paid must be re-invested by the
Investment Manager in SSIT shares.
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S T R A T E G I C R E P O R T
18
S
e
raphim Space Investment Trust PLC
Private portfolio
•
The private portfolio, which comprises a significant
ma
jority of the Company’s investments representing
93.0% of fair value and 80.0% of NAV, performed
exceptionally, with its fair value closing the Period at
385.8% vs. cost (381.7% excluding FX gains).
•
In aggregate, the fair value of the private portfolio
(
excluding HawkEye 360 which went public during
the Period) increased 145.0% over the Period.
•
The private holdings continued to deliver on
milestones and a number have seen substantial
revenue growth leading to their management teams
expecting them to become EBITDA profitable during
CY26.
• Over the Period, there were significant increases in
t
h
e fair values of ICEYE (fair value vs. cost: 959%),
driven by large contracts signed in the Period and a
recent funding round which closed post the Period
end, as well as Xona Space Systems (fair value vs.
cost: 405%), driven by a new round raised at a higher
price than the previous round, and ALL.SPACE
(fair value vs. cost: 144%), driven by the expected
acquisition price (the sale completed shortly after the
Period end).
•
These gains more than offset small fair value
r
e
ductions experienced by a few private portfolio
companies that have experienced some
underperformance.
•
The proposed acquisition of AL
L.SPACE by
York Space was announced on 30 April 2026. At
the Period end, the fair value of the ALL.SPACE
investment was £45.4m, based on the transaction
terms, York Space’s closing share price of $24.62 on
30 June 2026 and the resulting share class waterfall
allocations. Based on York Space’s closing share
price of $22.92 on 7 July 2026 (the date prior to the
completion of the transaction) and the resulting share
class waterfall allocations, the consideration was
worth up to £40.8m, comprised of cash proceeds of
£13.4m and 1,240,150 York Space shares (together
worth £34.7m at completion) and up to £6.1m of
additional cash consideration which is held in escrow
and subject to post-completion adjustments that are
not expected to be significant. Since completion,
there has been a further fall in the York Space share
price, reducing the value of the Company’s holding
in York Space from £21.3m at completion to £6.1m at
13 October 2026.
Listed portfolio
•
Following the disposals of Arqit and Spire Global
a
n
d the IPO of HawkEye 360, there were four listed
holdings at the Period end. Fair value vs. cost for the
listed holdings was 188.5% at the end of the Period
(204.7% excluding FX impact), significantly up from
25.8% at 30 June 2025 due to the disposals and
inclusion of HawkEye 360.
• The listed portfolio (16.7% of the portfolio by numb
e
r
of holdings) represented just 6.0% of NAV and 7.0%
of portfolio fair value at the end of the Period.
•
Share price increases at A
ST SpaceMobile
(NASDAQ: ASTS; fair value vs. cost: 609%) and
Astroscale (TYO: 186A; fair value vs. cost: 77%)
were partially offset by a share price decline at
Voyager (NYSE: VOYG; fair value vs. cost: 111%) over
the Period.
• HawkEye 360
went public on the
New York Stock Exchange under the ticker HAWK
on 7 May 2026. The IPO was priced at $26 per
share, at the high end its marketed range of $24 –
26, offering approximately 16m shares and raising
around $416m. The listing provided strong validation
of its position as a critical provider of space-based
intelligence to the US Department of War and allied
governments globally.
Portfolio fundraising activity
•
In aggregate, over $4.8bn was raised by existing
p
o
rtfolio companies during the Period (2025: c.$2.1bn),
including additional closes on rounds closed in the prior
year, with over $1.4bn (2025: over $390m) raised by
private portfolio companies and over $3.3bn (2025:
over $1.7bn) by public portfolio companies.
• Of the 13 funding rounds by the 11 existing private
p
o
rtfolio companies that raised new rounds in the
Period:
•
77% were led by or had significant participation
from external investors (2025: 60%),
demonstrating the attractiveness of those
companies to new investors;
•
62% raised up rounds (2025: 30%);
• 23% raised unpriced rounds (2025: 60%);
• 15% raised flat rounds (2025: 0%); and
• no company closed funding rounds at a
re
duced valuation relative to its previous round
(2025: 10%).
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19
A
n
nual Report and Financial Statements
pricing of new rounds closed
by
existing portfolio companies
lead investors in closed new rounds
by existing portfolio companies
0
8
3
2
10
3
n N
o. of companies raising up rounds
n No. of companies raising down rounds
n No. of companies raising flat rounds
n No. of companies raising unpriced rounds
n No. of existing companies raising internal rounds
n No. of existing companies raising external rounds
Source: Portfolio company information and public accounts
Portfolio cash runway
• We are pleased with the cash position of the portfolio
co
mpanies in aggregate and the success of the
portfolio in accessing funding during the past year
as described above.
• 96% of the portfolio by fair value has a robust
cash runway, with just under 90% fully funded
based on latest projections from the companies’
management teams and just under 7% funded for
12 months or more from 30 June 2026, including
raises completed post the Period end (2025: 66%
robust cash runway, 58% fully funded and 8%
funded for 12 months or more).
• The management teams of nine companies (seven
o
f
which are top 10 holdings) are projecting that their
companies are fully funded (2025: six, of which five
were in the top 10 holdings).
• Nine companies representing 3% of the fair value
of
the portfolio have less than 12 months of cash
runway (2025: nine companies, 31% of fair value).
These companies are executing measures to
extend their cash runways (from 30 June 2026),
including reducing cash burn, increasing their focus
on government business development and grants
to increase revenues and reducing costs. The
companies are actively fundraising, with several
having closed new funding rounds post Period,
and, where appropriate, sale processes are under
consideration.
• We note that it is not atypical for VC-backed
c
o
mpanies to have less than 12 months cash runway.
Most companies typically raise on c.18-month
cycles. To date, SSIT’s portfolio companies that
have required additional financing to extend their
cash runways have largely been able to raise the
necessary funding.
• Excluding the fully funded companies, the remainder
o
f
the private portfolio has a fair value weighted
average cash runway of 20 months from 30 June
2026 (2025: nine).
20
S
eraphim Space Investment Trust PLC
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S T R A T E G I C R E P O R T
cash runway as at 30 June 2026,
percentage of fair value
cash runway as at 30 June 2026,
number of companies
90%
1%
1%
1%
2%
0%
6%
9
4
2
5
1
1
2
n F
ully funded
n >24 months
n 18-24 months
n 12-18 months
n 6-12 months
n <6 months
n No data
n Fully funded
n >24 months
n 18-24 months
n 12-18 months
n 6-12 months
n <6 months
n No data
So
urce: Portfolio company information
Xona Space Systems’ Pulsar orbiting earth.
21
i
nvestment manager’s report
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Annual Report and Financial Statements
valuation policy
O
verview
In
respect of private company valuations, fair value is established by using recognised valuation methodologies,
in accordance with the International Private Equity and Venture Capital Valuation (‘IPEV’) Guidelines.
The Company has a valuation policy for unquoted securities to provide an objective, consistent and transparent
basis for estimating their fair value in accordance with IFRS as well as the IPEV Guidelines. The unquoted
securities valuation policy and the associated valuation procedures are subject to review on a regular basis,
and updated, as appropriate, in line with industry best practice.
In summary, the Company determines fair value in accordance with the IPEV Guidelines by focusing on updating
the enterprise value (for mature businesses with predictable recurring revenue, by applying a comparable
multiples approach or, for less mature businesses, either through there being a new priced funding round or
through a valuation recalibration exercise or adjustment for milestones) and then applying the implied equity
value (based on adjustments for new debt, etc) to the company’s capital structure (i.e. preference stack). In the
event of commercial (or technical) underperformance of a portfolio company, a write down can then also be
applied, typically in increments of 10% to 25%, although the reduction is assessed on a case-by-case basis and
based on specific known or knowable facts, to reduce fair value.
Quarterly valuation process
All valuations are considered on a quarterly basis, either through updating the comparables for mature
businesses or calibrating against the price of the last priced funding round for less mature businesses, to ensure
this price remains reasonable, looking at private and public comparatives, company performance and/or
whether the company has achieved or missed any expected key milestones. The latter valuation methodology
is described as ‘calibrated price of recent investment’. Should the calibration indicate that the price of the last
priced funding round was no longer reasonable, a discount or premium would be applied to the price, typically
in 10% to 25% increments, although the change is assessed on a case-by-case basis and based on specific
known or knowable facts, to reduce or increase fair value.
Recalibration event
In addition, for the material portfolio companies that are not yet mature and (a) whose last priced funding
rounds took place more than 12 months earlier or (b) which had experienced a significant milestone event or
material under or overperformance during the relevant quarter (each a ’recalibration event’), the Company
undertakes a recalibration across a greater number of datapoints. This process entails assessing the enterprise
value following the last priced funding round against a composite of four elements: observable market data
for the company (where possible), recent relevant private investment transactions, public market valuations
of comparable companies and the company’s internal metrics and performance. This exercise is conducted
when a recalibration event occurs and every quarter thereafter until a new priced funding round is completed.
In situations where a recalibration is performed, the valuation methodology is described as ‘recalibrated
enterprise value’.
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Seraphim Space Investment Trust PLC
22
portfolio fair value
Portfolio valuation methodologies
As outlined in the charts below, all but four portfolio companies representing 77.3% of the portfolio by fair value
are valued using either available market price, expected acquisition price, a calibrated price of recent investment
less than six months old or an enterprise value (‘EV’) that has been recalibrated in the last six months using the
extended process associated with a recalibration event as explained under the ‘Valuation policy’ section above.
breakdown of fair value
of t
he portfolio by
valuation methodology
breakdown of number
of portfolio companies by
valuation methodology
0.0
%
12.2%
19.2%
21.9%
22.
7%
20.7%
1.6%
1.7%
1
4
1
3
4
2
4
3
2
n A
vailable market price n Recalibrated enterprise value
n Calibrated price of recent investment (3-6 months) n Calibrated price of recent investment (>6 months)
n Discount to price of recent investment (post period) n Expected acquisition price
n Partial write down to price of recent investment n Underlying fund NAV
n Full provision
Hubble satellite rendering.
C
alibrated price of recent investment (>6 months)
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Annual Report and Financial Statements
Top 10 holdings’ EV changes
The chart below shows, on an anonymised basis, the percentage change in the EV of the private companies in the
top 10 holdings over the Period. Changes in EV relate to either new funding rounds or adjustments from quarterly
valuation recalibration exercises. On a fair value weighted basis, the EV of the holdings in the top 10 increased 190.9%.
top 10
(1
)
holdings’ ev change 30 june 2025 to 30 june 2026
300%
250%
200%
150%
100%
50%
0%
A
B C D E F G H I
Source: Seraphim Space analysis
(
1)
One company in the top 10 is public and therefore is not included in the chart.
Portfolio fair value changes
The chart below shows the fair value (‘FV’) changes (including additions, disposals, FX and underlying fair value
changes) from 30 June 2025 to 30 June 2026.
portfolio fair value changes 30 june 2025 to 30 june 2026 (£m)
FV 30-Jun-25 FV increase FV 30-Jun-26FV decrease
180
2
30
280
330
380
430
480
530
580
630
680
FV 30-Jun-25
ICEYE
D-Orbit
ALL.SPACE
HawkEye 360
LeoLabs
SatVu
Xona Space Systems
Skylo
Pixxel
Tomorrow.io
Rest of portfolio
FV 30-Jun-26
Fair value (£m)
260
2
75
17
8
16
7
(0)
18
5
4
3 (7)
605
23
24
S
eraphim Space Investment Trust PLC
investment manager’s report
(c
ontinued)
S T R A T E G I C R E P O R T
fair value progression
FV (£m) – LHS
500
400
700
300
200
100
0
600
FV:cost (x) – RHS Cost (x) – RHS
Q1 FY21/22
Q2 FY21/22
Q3 FY21/22
Q4 FY21/22
Q1 FY22/23
Q2 FY22/23
Q3 FY22/23
Q4 FY22/23
Q1 FY23/24
Q2 FY23/24
Q3 FY23/24
Q4 FY23/24
Q1 FY24/25
Q2 FY24/25
Q3 FY24/25
Q4 FY24/25
Q1 FY25/26
Q2 FY25/26
Q3 FY25/26
Q4 FY25/26
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
Quarterly valuation changes in the three months ended 30 June 2026
•
During the quarter ended 30 June 2026, the portfolio
fair value increased by £172.2m, increasing fair value
to 359.6% vs. cost (361.5% excluding FX losses).
•
£3.1m in unrealised FX losses were offset by an
unrealised fair value increase of £175.0m.
•
Fair value increases during the quarter at ICEYE,
LeoLabs, Pixxel and Skylo offset FX losses
and fair value adjustments at ALL.SPACE and
HawkEye 360.
Pixxel, Saloum River Delta, Senegal first-light image.
Section title
(c
ontinued)
X X X X X X X X R E P O R T
Se
Se
ctct
io
io
n
n
titl
e
e
(continued)
X X
X X
X X
X X
X X
X X
X X
R
R
E PE P
O RO R
T
T
investment manager’s report
(c
ontinued)
S T R A T E G I C R E P O R T
25
A
n
nual Report and Financial Statements
performance of the company
Year ended 30 June 2026
Po
rtfolio attribution
• £4.0m of follow-ons was offset by £6.2m in proceeds from disposals in the Period.
• Incr
ease in unrealised fair value of £371.9m, which includes reversal of previously booked unrealised
fair value losses on the Arqit and Spire Global holdings, and £2.4m of unrealised FX gains more than
offset £26.3m of realised fair value losses during the Period from the Arqit and Spire Global disposals.
• £605.5m fair value of portfolio at the end of the Period.
• 22,770bps increase in closing portfolio fair value vs. portfolio cost, including FX movements and
after disposals.
attribution analysis of movements in the fair value of investments (£m
)
259.8
4.
0
372.2
(26.3)371.9
(6.2)
2.4
605.5
ClosingUnr
ealised
FX
gains/(losses)
Proceeds
from
disposals
Realised
gains/(losses)
Unrealised
fair value
gains/(losses)
Follow-onsAdditionsOpening
200
250
300
350
400
450
500
550
600
650
700
Note: Unrealised fair value gains/(losses) include the reversal of previously booked unrealised fair value losses on the Arqit and Spire Global
h
oldings, which were disposed of in the Period and lead to realised losses.
NAV
• NA
V increased 150.6% over the Period to £704.4m (30 June 2025: £281.1m).
•
The portfolio fair value (including FX movements) increased by £374.3m over the Period (2025:
£14.1m
), as shown by the chart on the previous page.
•
The C share issue referred to on page 9 drove an increase in liquid resources to £152.9m (21.7% of
NAV) at 30 June 2026 (30 June 2025: £21.5m, 7.7% of NAV).
•
A performance fee liability has been calculated at £54.0m based on the NAV as at 30 June 2026
(30 June 2025: no liability, provision or accrual). Timing of the payout of the performance fee is
subject to various conditions which have not yet been met, including sufficient cash being available
and the aggregate of net realised gains, unrealised IPO gains, listed holding fair value change and
investment income exceeding the amount to payout. The Board does not regard cash attributable to
the C shares as being available to pay the performance fee.
•
NAV for the ordinary shares increased 102.9%, from £281.1m to £570.4m, with NAV per ordinary
share
also increasing 102.9%, from 118.52p to 240.49p at the Period end, driven by the portfolio fair
value increase. As at 30 June 2026, NAV for the C shares was £133.9m, with NAV per C share of
98.11p, driven by the funds raised less issue costs and other expenses in the period from the raise to
the end of the Period.
nav bridge (£m
)
281.1
1
33.9
374.3
0.3
(26.3)
(4.0)
(54.0)
(1.6)
0.6
704.4
Interest
income
Closing
NAV
ExpensesManagement
f
ee
Investment
income
Realised
gains/(losses)
Unrealised
portfolio
fair value
gains/(losses)
Share issue
(less costs)
Opening
NAV
Performance
fee liability
100
200
300
400
500
600
7
00
800
900
26
S
eraphim Space Investment Trust PLC
S T R A T E G I C R E P O R T
in
vestment manager’s report
(continued)
27
A
nnual Report and Financial Statements
S T R A T E G I C R E P O R T
in
vestment manager’s report
(continued)
The Company is targeting an annualised NAV total return per ordinary share of at least 20% over the long term.
Over the period from IPO to 30 June 2026, the annualised NAV total return per ordinary share was 19.1%.
The Company has no formal benchmark index but has tracked its NAV per share and share price movements
against the following indices for reference.
•
MSCI World Aerospace and Defense Index (£) –
a
significant proportion of portfolio companies’
revenues are derived from the broader aerospace
and defence industry and/or have governments as
significant customers.
•
MSCI World Climate Change Index (£) – a significant
p
roportion of portfolio companies’ revenues are
derived from climate change products and services.
•
FTSE All-Share Index (£) – the Company is listed on
th
e London Stock Exchange.
• NASDAQ (£) – the Company invests in SpaceTech, a
su
bset of the broader technology market, and two of
its holdings are listed on NASDAQ.
•
Dow Jones Global Technology Index (£) – the
Company invests globally in SpaceTech, a subset of
the broader technology market.
•
S&P Kensho Space Index (£) – the Company invests
gl
obally in SpaceTech, a subset of the broader space
sector.
•
Goldman Sachs Future Tech Leaders Equity ETF
(£) – the Company invests globally in SpaceTech, a
subset of the broader technology market.
As shown by the chart below, the Company’s ordinary share price has been more volatile than its NAV per ordinary
share. During the Period, space, technology and defence indices largely showed positive upward trajectories, with
the SSIT ordinary share price and NAV per ordinary share outperforming all indices. Following the C share issue, the
C share price has shown a decline.
ssit nav per ordinary share and ordinary share price vs. variou
s i
ndices
30 June 2025 to 13 october 2026 (£, total return rebased to 100)
30-Jun-25 3
0-Sep-25
31-Dec-25 3
1-Mar-26 30-Jun-26 30-Sep-26
SSIT NAV per ordinary share SSIT ordinary share price
MSCI World Aerospace and Defence Index MSCI World Climate Change Index
FTSE All-Share Index NASDAQ Index
Dow Jones Global Technology Index S&P Kensho Space Index
Goldman Sachs Future Tech Leaders Equity ETF
Performance
375
275
175
75
Source: Refinitiv
28
S
eraphim Space Investment Trust PLC
ssit nav per c share and c share price vs. various indices 11 may 2026 t
o
13 october 2026 (£, total return rebased to 100)
11-May-26 1
1-Jun-26
11-Jul-26 1
1-Aug-26 11-Sep-26 11-Oct-26
SSIT NAV per C share SSIT C share price
MSCI World Aerospace and Defence Index MSCI World Climate Change Index
FTSE All-Share Index NASDAQ Index
Dow Jones Global Technology Index S&P Kensho Space Index
Goldman Sachs Future Tech Leaders Equity ETF
Performance
150
125
100
75
50
Source: Refinitiv
L
onger term performance – ordinary shares
The tables and charts below show how an investment in the Company’s ordinary shares have performed since IPO
compared to their underlying net asset value. No equivalent information is presented for the C shares as they are
intended to be short term and will convert into ordinary shares in the coming quarters.
Cumulative performance
P
eriod to 30-Jun-26 3 months 6 months 1 year 3 years
Since
launch
NAV per share 35.4% 69.0% 102.9% 158.9% 145.0%
Share price 25.2% 56.5% 119.4% 595.6% 87.8%
S T R A T E G I C R E P O R T
i
nvestment manager’s report
(continued)
29
A
nnual Report and Financial Statements
S T R A T E G I C R E P O R T
in
vestment manager’s report
(continued)
annual net asset value and share price total return
FY2025/26FY
2024/25FY2023/24FY2022/23FY2021/22
-60%
-40%
-20%
0%
20%
40%
60%
80%
100%
120%
140%
NAV per share total return Share price total return
N
ote: FY2021/22 is the period from IPO on 14 July 2021 to 30 June 2022; other periods are the 12 months to 30 June.
ssit nav per share and share price vs. msci world aero and defence i
ndex to
30 june 2026 (£, total return rebased to 100 at ipo)
0
5
0
100
150
200
250
300
350
SSIT NAV per share SSIT share price MSCI World Aerospace and Defense Index
Jul-21
Jan-22
Jul-22
Jan-23
Jul-23
Jan-24
Jul-24
Jan-25
Performance
Jan-26
Source: Refinitiv
30
S
eraphim Space Investment Trust PLC
investment manager’s report
(c
ontinued)
S T R A T E G I C R E P O R T
ssit premium/(discount) since ipo to 30 june 2026
SSIT premium/(discount) to net asset value
-80%
-60%
-40%
-20%
0%
20%
40%
60%
Jul-21
Jan-22
Jul-22
Jan-23
Jul-23
Jan-24
Jul-24
Jan-25
Jan-26
Source: Refinitiv
ICEYE synthetic aperture radar image.
31
A
nnual Report and Financial Statements
investment manager’s report
(c
ontinued)
S T R A T E G I C R E P O R T
outlook
While ongoing volatility in listed space stocks remai
ns
a cautionary indicator, we remain optimistic about the
portfolio’s overall trajectory and expect the supportive
geopolitical and macroeconomic environment to persist.
Most of the Company’s key holdings are well capitalised,
growing rapidly and starting to become profitable,
providing a strong foundation for further performance in
the year ahead.
We also anticipate continued momentum in portfolio
fundraising, including further large-scale rounds at higher
valuations. This should provide additional validation of
the commercial progress and growing maturity of the
portfolio’s leading companies.
With the Company holding more available liquidity, across
cash and listed equities, than at any point in its history,
we expect a significant increase in investment activity in
the year ahead. Our focus will be on increasing exposure
to the portfolio companies with the greatest potential,
while adding a new cohort of emerging category leaders
as we seek to capitalise on the continued structural
transformation and rapid expansion of the SpaceTech
market. We continue to be mindful of the concentration
risk as explained on page
9, and expect the deployment
and continued progress of multiple portfolio companies
to mitigate this risk in the future.
mark boggett
C
EO
seraphim space manager llp
Investment Manager
14 October 2026
portfolio
I
CEYE
33
A
nnual Report and Financial Statements
portfolio
S
T R A T E G I C R E P O R T
(1)
Seraphim Space’s taxonomy to describe the SpaceTech sector.
(2)
Unicorns – those companies valued at in excess of $1bn.
Soonicorns – those companies with the potential to be valued at in excess of $1bn within the next 1-2 years.
Minicorns – those companies with the potential to be valued at in excess of $1bn within the next 3-4 years.
Seedcorns – those companies less mature than Minicorns.
(3)
Build – satellite construction/manufacturing/components.
Launch – rockets.
Platforms – constellations of satellites in space.
Downlink – data from space to earth in a cyber secure manner.
Analyse – AI applied to large datasets from space.
Product – space datasets fused with terrestrial data targeted at a vertical such as construction, agriculture, oil and gas.
Beyond Earth – activity in space.
portfolio breakdown (by fair value)
(1)
At 30 June 2026
Seedcorn 2%
Minicorn 20%
Soonicorn 7%
Listed 7%
Unicorn 64%
Launch 7%
Platform 79%
Downlink 10%
Product 3%
Analyse 0%
Beyond Earth 1%
Build 0%
Series A 3%
Series B 6%
Series C 5%
Series D+ 78%
Pre IPO 0%
IPO 7%
Seed 1%
UK 3%
US 2
5%
Europe 70%
RoW 2%
L
ast round Geography
St
age
(2)
Ecosystem
(3)
34
S
eraphim Space Investment Trust PLC
top 10 investments
Web w
ww.iceye.com
HQ Finland
Taxonomy Platform/Earth Observation
Status Private/Unicorn
Stake category 0-5%
Fair value vs. cost 959%
Valuation method Discount to price of recent investment
(post period)
ICEYE operates the world’s first and largest
c
o
nstellation of miniaturised satellites that use radar
to image the earth both during day and night, even
through cloud. ICEYE’s radar technology has the ability
to monitor change in near real-time.
Total estimated long-term addressable market:
$
1
0bn+
Key sectors addressed:
Insurance, defence, climate
portfolio
(c
ontinued)
Principal UN SDG alignment:
Web w
ww.all.space
HQ UK
Taxonomy Downlink/Ground Terminals
Status Private/Minicorn
Stake category >15-25%
Fair value vs. cost 144%
Valuation method Expected acquisition price
ALL.SPACE is aiming to create a mesh network
o
f
satellite connectivity by developing an antenna
capable of connecting to any satellite in any
constellation in any orbit.
Total estimated long-term addressable market:
$
1
0bn+
Key sectors addressed:
Communications, defence, transport
Principal UN SDG alignment:
S T R A T E G I C R E P O R T
35
S
T R A T E G I C R E P O R T
Web w
ww.dorbit.space
HQ Italy
Taxonomy Launch/In-orbit Services
Status Private/Unicorn
Stake category >5-10%
Fair value vs. cost 353%
Valuation method Calibrated price of recent investment
(>6 months)
D-Orbit is the market leader in the space logistics
a
n
d orbital transportation services industry.
Total estimated long-term addressable market:
$1-
5bn
Key sectors addressed:
Space logistics, datacentres
portfolio
(c
ontinued)
Web w
ww.he360.com
HQ US
Taxonomy Platform/Earth Observation
Status Public/Listed
Stake category 0-5%
Fair value vs. cost 199%
Valuation method Available market price
HawkEye 360 operates the world’s largest satellite
c
o
nstellation collecting radio frequency signals to
identify and geolocate previously invisible activities.
Total estimated long-term addressable market:
$1
0bn+
Key sectors addressed:
Maritime, defence
Principal UN SDG alignment:
Annual Report and Financial Statements
P
rincipal UN SDG alignment:
portfolio
(c
ontinued)
36
Seraphim Space Investment Trust PLC
S T R A T E G I C R E P O R T
Web w
ww.leolabs.space
HQ US
Taxonomy Product/Data Platforms
Status Private/Minicorn
Stake category 0-5%
Fair value vs. cost 161%
Valuation method Recalibrated enterprise value
LeoLabs is providing a mapping service for space
b
y
deploying a network of ground-based antennas
capable of detecting objects as small as 2cm as far
as 1,000km away.
Total estimated long-term addressable market:
$
1-
5bn
Key sectors addressed:
Space, insurance, defence
Principal UN SDG alignment:
Web w
ww.xonaspace.com
HQ US
Taxonomy Platform/Navigation
Status Private/Soonicorn
Stake category 0-5%
Fair value vs. cost 405%
Valuation method Calibrated price of recent investment
(3-6 months)
Xona Space Systems is developing a next-generation
G
P
S satellite constellation for more secure and
precise position and timing.
Total estimated long-term addressable market:
$1
0bn+
Key sectors addressed:
Transport, defence, logistics
Principal UN SDG alignment:
37
A
nnual Report and Financial Statements
S T R A T E G I C R E P O R T
Web w
ww.satellitevu.com
HQ UK
Taxonomy Platform/Earth Observation
Status Private/Minicorn
Stake category >10-15%
Fair value vs. cost 160%
Valuation method Calibrated price of recent investment
(3-6 months)
SatVu is aiming to monitor the heat signatures of
a
n
y building on the planet in near real time to determine
valuable insights into economic activity, energy
efficiency and carbon footprint.
Total estimated long-term addressable market:
$
1-
5bn
Key sectors addressed:
Energy, property, climate, defence
Principal UN SDG alignment:
portfolio
(c
ontinued)
Web w
ww.tomorrow.io
HQ US
Taxonomy Platform/Data Platforms
Status Private/Unicorn
Stake category 0-5%
Fair value vs. cost 207%
Valuation method Calibrated price of recent investment
(3-6 months)
Tomorrow.io is powering actionable weather insights
a
ro
und the world. The company’s mission is to help
countries, businesses and individuals better manage
their weather-related challenges with the best
information and insights.
Total estimated long-term addressable market:
$
3
0bn+
Key sectors addressed:
Logistics, aviation, maritime, defence
Principal UN SDG alignment:
portfolio
(c
ontinued)
38
Seraphim Space Investment Trust PLC
S T R A T E G I C R E P O R T
Web w
ww.pixxel.space
HQ US
Taxonomy Platform/Earth Observation
Status Private/Minicorn
Stake category 0-5%
Fair value vs. cost 267%
Valuation method Discount to price of recent investment
(post-period)
Pixxel is building a constellation of hyperspectral
s
a
tellites capable of slicing over 400 spectral bands
with a high spatial resolution that will image the same
place on earth every day. Pixxel’s hyperspectral
imagery has the ability to see things in 50x more
spectral detail, in bands invisible to the human eye.
Total estimated long-term addressable market:
$
5
-10bn
Key sectors addressed:
Agriculture, oil & gas, mining, climate, defence
Principal UN SDG alignment:
Web w
ww.skylo.tech/
HQ US
Taxonomy Downlink/Satcoms
Status Private/Minicorn
Stake category 0-5%
Fair value vs. cost 282%
Valuation method Recalibrated enterprise value
Skylo provides seamless satellite connectivity to mo
b
ile
phones and Internet-of-Things endpoints. Consumers
can access emergency services, send messages,
use messaging apps and more from any place on
earth. Skylo has partnerships with some of the largest
technology and mobile network operators globally
including Google, Verizon and Deutsche Telekom.
Total estimated long-term addressable market:
$
1
0bn+
Key sectors addressed:
Communications, consumer tech, IoT
Principal UN SDG alignment:
39
A
nnual Report and Financial Statements
S T R A T E G I C R E P O R T
Digital rendering of the earth at night viewed from space.
p
ortfolio
(continued)
responsible
I
nvestment
41
A
nnual Report and Financial Statements
S T R A T E G I C R E P O R T
The Company is focused on being a responsible
i
nvestor and taking into consideration environmental,
social and governance (‘ESG’) factors.
The Investment Manager is a signatory to the Principles
of Responsible Investment, the UN-supported network
of investors dedicated to promoting sustainable
investment through incorporating ESG factors into their
investment and ownership decisions (the ‘UN PRI’).
responsible investment policy
The Investment Manager’s Responsible Investment
P
o
licy, which has been adopted by the Company, can
be found at https://seraphim.vc/esg/. The Investment
Manager reviews its Responsible Investment Policy
annually to ensure it continues to be in line with industry
practice.
The Directors and Investment Manager believe that
ensuring robust assessment of ESG-related risks and
opportunities as part of the investment analysis and
decision-making processes leads to investment in
more robust businesses, ultimately creating long-term,
sustainable value.
responsible investment
esg
‘
T
he Investment Manager continues to see positive
sustainability impacts driven by the SpaceTech industry
and a number of the portfolio companies.
’
Sarah Shackleton
COO, Seraphim Space
responsible investment
(c
ontinued)
S T R A T E G I C R E P O R T
potential sustainability impact
1
h
ttps://www.essi.org/news/essis-memorandum-of-principles-for-space-sustainability-full-signatory-list-published.
The Investment Manager believes that the portfolio companies’ contribution to the United Nations Sustainable
Development Goals (the ‘SDGs’) and their underlying targets is a key factor in the delivery of sustainability impact
by the portfolio and, as such, consideration of the SDGs is an integral part of Seraphim Space’s decision-making
process. Each portfolio company contributes to at least one SDG, and every SDG is addressed by at least one
portfolio company. SDG 9 (innovation/infrastructure) is, unsurprisingly, the most common SDG, with 21 portfolio
companies contributing to it.
The scorecard below shows the SDGs being addressed by the companies in SSIT’s portfolio.
Portfolio company name
S
DG
1
SDG
2
SDG
3
SDG
4
SDG
5
SDG
6
SDG
7
SDG
8
SDG
9
SDG
10
SDG
11
SDG
12
SDG
13
SDG
14
SDG
15
SDG
16
SDG
17
ALL.SPACE
4
4 4
AST SpaceMobile
4 4 4 4 4 4 4 4 4
Astroscale
4 4
Altitude Angel
4 4 4 4 4
ChAI
4 4 4
D-Orbit
4 4 4
Edgybees
4 4
HawkEye 360
4 4 4 4
ICEYE
4 4 4 4 4
LeoLabs
4 4 4
Nightingale
4 4 4
Nu Quantum
4 4 4 4
Opteran
4 4
Pixxel
4 4 4 4 4 4 4 4 4 4
PlanetWatchers
4 4 4 4
QuadSAT
4 4
SatVu
4 4 4 4 4 4 4 4 4 4
Skylo
4
Taranis
4 4 4 4 4
Tomorrow.io
4 4 4 4
Voyager
4 4
Xona Space Systems
4 4 4 4 4
Zeno
4 4
Source: Portfolio company information; Seraphim Space analysis
Se
raphim Space is represented on the Advisory Board of the Space Sustainability Principles by the Earth & Space
Sustainability Initiative (‘ESSI’)
1
.
42
S
e
raphim Space Investment Trust PLC
43
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nnual Report and Financial Statements
responsible investment
(c
ontinued)
S T R A T E G I C R E P O R T
ownership and esg reporting
Seraphim Space works with the shareholders, boards and
management teams of portfolio companies to help
them achieve sustainability impacts and mitigate ESG risks. During the Period, it helped portfolio companies
predominantly with improving board and senior management diversity.
In situations where a portfolio company fails to address adequately any significant risks identified at investment,
Seraphim Space will take this into consideration when assessing follow-on investment opportunities into the
company.
objective reporting metrics for esg factors
P E R C E N T A G E O F D E S I R E D
M E
A S U R E S
( 1 )
I N P L A C E A C R O S S
T H E P O R T F O L I O
( 2 )
T O M A N A G E
E S G R I S K
P R O P O R T I O N O F T H E A C T I V E
( 3 )
P O R T F O L I O W I T H A F O U N D E R
W H O I D E N T I F I E S A S F E M A L E O R
F R O M A N E T H N I C M I N O R I T Y
87% 26%
( 3 0 J U N E 2 0 2 5 : 7 7 % ) ( 3 0 J U N E 2 0 2 5 : 2 4 % )
P R O P O R T I O N O F A C T I V E P O R T F O L I O
S
E
N I O R M A N A G E M E N T I D E N T I F Y I N G
A S F E M A L E O R F R O M A N E T H N I C
M I N O R I T Y W I T H I N T H E P O R T F O L I O
( 2 )
P R O P O R T I O N O F S E R A P H I M S P A C E
S T A F F I D E N T I F Y I N G A S F E M A L E /
F R O M A N E T H N I C M I N O R I T Y
14% 44%/17%
( 3 0 J U N E 2 0 2 5 : 1 5 % ) ( 3 0 J U N E 2 0 2 5 : 4 4 % / 1 9 % )
A V E R A G E P O R T F O L I O C O M P A N Y
H
E
A D C O U N T G R O W T H
( 2 )
P E R C E N T A G E O F P O R T F O L I O
C O M P A N Y E N E R G Y C O N S U M P T I O N
T H A T
I S R E N E W A B L E
( 2 )
49% 67%
( 3 0 J U N E 2 0 2 5 : 1 2 % ) ( 3 0 J U N E 2 0 2 5 : 4 9 % )
(1)
Desired measures as explained under ‘ESG Governance and Risk Management’ below. Source: Portfolio company data.
(2)
Fair value weighted average (as defined in the Glossary on page 144) of the holdings providing information (which represented 92% of the fair value
as at 30 June 2026 and 93% of the fair value as at 30 June 2025). Source: Portfolio company data.
(3)
Active portfolio excludes the holding in Seraphim Space Ventures II LP.
92% of the portfolio by fair value as at 30 June 2026 (2025: 93%) provided the above data, with the remaining 8%
(2025: 7%) comprised of Seraphim Space Ventures II LP, listed portfolio companies or private companies where
SSIT had no information rights.
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esg governance and risk
management
The Investment Manager allocates points (up to a
ma
ximum of 15) to private portfolio companies based
on the number of measures that it would like to see and
which they have in place to manage ESG risk, including
frequency of discussion of such topics by the board and
the policies and processes to assess and mitigate such
risks. On a fair value weighted average basis, 87% of
the desired measures were in place across the portfolio
as at 30 June 2026 (higher than 77% at the prior year
end), as companies continue to engage on ESG and risk
matters, driven by shareholder influence and general
market adoption.
diversity
A growing body of evidence suggests that diverse
te
ams outperform less diverse teams. A McKinsey
study from December 2023 found that companies in the
top quartile for gender or ethnic diversity are 39% more
likely to achieve financial outperformance compared
to those in the bottom quartile
1
. Forbes outlines the
outperformance of diverse teams, explaining that
companies with at least one female or ethnically
diverse founder generate over 60% in business value
2
.
The SSIT active portfolio (excluding Seraphim Space
Ventures II LP) includes six companies (26%) with a
diverse founder (i.e. one that identifies as female or from
an ethnic minority) (2025: six, 24%).
ssit portfolio diversity statistics
SSIT portfolio
(
1)
Average
Fair value weighted
average
(2)
2026 2025 2024 2026 2025 2024 Industry comparisons
Board members identifying as female 11% 12% 13% 21% 12% 9% High tech comp
anies
2020 – 8%
(3)
Board members identifying as from an
ethnic minority
9% 14% 10% 2% 10% 12%
Senior management identifying as female
or from an ethnic minority
24% 21% 25% 14% 15% 25% VC-backed companies
(2025 study) – 11.8%
have female CEOs and
10.1% have female
CTOs
(5)
Staff identifying as female or from an
ethnic minority
31% 25% 25% 27% 12% 13% VC-backed startups
2020 – men (89.3%)
and white (71.6%)
(5)
Sources: Portfolio company information; Seraphim Space analysis
(1)
Data provided by holdings representing 92% of the fair value as of 30 June 2026 (93% and 93% of the fair value as of 30 June 2025 and 30 June
2024, respectively, for prior year statistics).
(2)
Fair value weighted average (as defined in the Glossary on page 144).
(3)
https://techcrunch.com/2021/08/29/diversifying-startups-and-vc-power-corridors/.
(4)
https://www.businesswire.com/news/home/20260218874747/en/Christian-Timbers-Study-Reveals-DEI-Not-Working-for-Women-Executives.
(5)
https://venturebeat.com/games/diversity-vc-reports-1-87-of-venture-capital-allocated-to-women-and-minority-owned-startups/.
44
Seraphim Space Investment Trust PLC
1
h
ttps://www.mckinsey.com/featured-insights/diversity-and-inclusion/diversity-matters-even-more-the-case-for-holistic-impact.
2
https://www.forbes.com/sites/forbesbusinesscouncil/2022/05/26/diversity-the-holy-grail-of-venture-capital/?sh=9eb823a41787.
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re
sponsible investment
(continued)
Compared to the diversity information outlined in the UK Private Capital (previously BVCA) Diversity in Limited
Partner Investment Teams 2026 Report and the BVCA and Level 20 Diversity in UK Private Equity and Venture
Capital 2025 Report, as at 30 June 2026, Seraphim Space generally outperformed the market in overall female
representation as outlined in the chart below, but lagged in terms of ethnic minority representation.
seraphim space and ssit diversity compared to the uk private e
q
uity and
venture capital (‘pe/vc’) industry
0%
80%
70%
60%
100%
90%
50%
40%
30%
20%
10%
UK PE/VC industry
SSIT Board
Seraphim Space
People from
e
thnic
minorities in
all roles
(2025)
Women in
junior non-
investment
roles
(2025)
Women in
mid-level
non-
investment
roles
(2025)
Women in
senior non-
investment
roles
(2025)
Women in
all roles
(2025)
People from
ethnic
minorities in
investment
roles
(2026)
Women on
investment
committees
(2026)
Women
in junior
investment
roles
(2026)
Women
in mid-level
investment
roles
(2026)
Women
in senior
investment
roles
(2026)
Source: Seraphim Space analysis; https://www.ukprivatecapital.co.uk/static/3a6e170a-dedc-4443-b4f3222592cdd1bd/Diversity-in-Limited-
P
artner-Investment-Teams-2026.pdf; https://www.bvca.co.uk/static/b0edfc87-8f4f-45be-902f33bdadb14eee/Diversity-in-UK-Private-
Equity-and-Venture-Capital-2026-Report.pdf
job creation
As portfolio companies continue to access funding and
c
o
ntinue to deliver against milestones, they also drive
job creation. On a fair value weighted average basis,
headcount grew 49% in the 12 months to 30 June 2026
(compared to 12% in the prior year).
carbon emissions/energy
reduction
In 2026, Seraphim Space conducted its third carbon
fo
otprint assessment, validated by One Carbon World Ltd.
This assessment encompassed all activities under
Seraphim Space’s operational control, including Scopes
1, 2 and partial Scope 3, as outlined in The Greenhouse
Gas Protocol: A Corporate Accounting and Reporting
Standard (Revised Edition) (the ‘Protocol’).
The Protocol aligns with international standards
ISO 14064 and PAS 2060. During the measurement
period from 1 April 2025 to 31 March 2026, Seraphim
Space’s greenhouse gas emissions were recorded at
185.96 tCO
2
e (2025: 258.03 tCO
2
e). To achieve carbon
neutrality for this period, the Investment Manager balanced
all emissions by retiring 186 tCO
2
e through reduction
of N
2
O abatement in industrial chemical processes in
India. The carbon neutrality of the Investment Manager’s
activities has been achieved in accordance with the One
Carbon World Carbon Neutral International Standard.
Given the fact that the private portfolio companies
are relatively early in their life, a number are not yet
measuring energy consumption, and Scope 1/2 and 3
carbon emissions are only measured by two and two
private portfolio companies respectively (lower than the
prior year when five and four companies were measuring
these, respectively). On a fair value weighted average
basis, 67% of energy consumption is renewable (up from
49% in the prior year).
business
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S T R A T E G I C R E P O R T
business model
Seraphim Space Investment Trust PL
C is the world’s
first and only listed SpaceTech fund providing public
access to private SpaceTech businesses.
The Company carries on business as an investment
trust, which is a form of a collective investment vehicle
constituted as a closed-ended public limited company.
The Company’s shares are traded on the London Stock
Exchange’s main market.
The Company has no employees. It is managed by
the Board, currently comprising four independent
non-executive Directors who are responsible for the
overall stewardship and governance of the Company.
The management of the Company’s investments in
accordance with its investment objective and policy
is delegated to the Investment Manager and the
Company’s other day-to-day functions, including
administrative, financial and share registration services,
are carried out by duly appointed service providers. The
Board oversees the activities and performance of the
Investment Manager and other key service providers.
investment strategy
The Company provides investors with exposure to
n
a
scent SpaceTech companies, being businesses
which rely on space-based connectivity or precision,
navigation and timing signals, or whose technology
or services are already addressing, originally derived
from or of potential benefit to the space sector.
These businesses comprise companies providing
the SpaceTech infrastructure for collecting and
communicating data, principally via satellites, as well
as companies with the technology that facilitates the
exploitation of this data for terrestrial applications in
areas such as climate, communications, mobility and
security (including cyber security).
investment objective
The Company’s objective is to generate capital growth
o
v
er the long term through investment in a diversified,
international portfolio of predominantly early and
growth stage unquoted SpaceTech businesses with the
potential to dominate globally.
investment policy
The Company seeks exposure to early and growth stage
pr
ivately financed SpaceTech businesses, acquiring
primarily minority holdings. The Company intends to
realise long-term value through exiting its investments
over time.
The Company invests internationally with a view to
maintaining a diversified portfolio primarily located in
the US, UK and continental Europe. The Company’s
portfolio is expected to comprise 20 to 50 holdings. The
Company will at all times invest and manage the portfolio
in a manner consistent with spreading investment risk.
Investments are mainly in the form of equity and
equity-related instruments although the Company may
invest in a range of financial instruments including, without
limit, securities, derivatives, warrants, options, futures,
convertible bonds, convertible loan notes, convertible
loan stocks or convertible preferred equity. The Company
may also on occasion invest in other debt-based
investments not referred to above, including, without limit,
loan stock, payment-in kind instruments and shareholder
loans. In addition to participating in new issues, the
Company may also undertake secondary transactions
that involve the acquisition of existing stakes.
The Company may invest in companies, as well as
other forms of legal entity, including partnerships and
limited liability partnerships. The Company may acquire
investments directly or by way of holdings in special
purpose vehicles, intermediate holding entities or other
structures. The Company will not invest in other listed
closed-ended investment funds.
Investment restrictions
Each of the restrictions referred to below is calculated
at the time of investment. The Company will not be
required to dispose of any investment or to rebalance
the portfolio as a result of a change in the respective
valuations of its assets.
The Company will invest and manage its assets with
the objective of spreading risk through the following
investment restrictions:
•
other than the ability for the aggregate value of th
e
C
ompany’s holding in one single portfolio company
or other entity to represent up to 20% of gross asset
value, the aggregate value of the Company’s holding in
any other single portfolio company or other entity will
represent no more than 15% of gross asset value; and
• t
he Company’s aggregate investment in publicly
quoted companies will represent no more than 30%
of gross asset value.
The Company will generally only invest in publicly
quoted companies that constituted part of the portfolio
which the Company agreed to acquire as part of its IPO
arrangements (the ‘IPO Portfolio’) or in circumstances
where it has already made an initial investment prior to
the portfolio company’s initial public offering. However,
the Company may invest up to 5% of gross asset value
in aggregate in publicly quoted companies that do not
constitute part of the IPO Portfolio or in which it has not
already made an initial investment prior to an initial public
offering. For the avoidance of doubt, any process by
which an unlisted investment of the Company becomes
listed shall be deemed not to be a new investment by
the Company.
Hedging and derivatives
Save for investments made using equity-related
instruments as described above, the Company will not
employ derivatives of any kind for investment purposes
other than to potentially hedge downside risk on a
quoted portfolio company for specific reasons, such
as where the Company is subject to lock-up provisions.
Derivatives may be used for currency hedging purposes
(note: no derivatives have been used to date).
Borrowings
Although the Company does not intend to use structural
gearing with a view to enhancing returns on investments,
the Company may, from time to time, use borrowings
for the purpose of bridging investments, managing its
working capital requirements and efficient portfolio
management purposes. Borrowings will not exceed
10% of NAV, calculated at the time of drawdown of the
relevant borrowings.
Cash management
The Company may hold cash on deposit and may invest
in cash equivalent investments, which may include
short-term investments in money market-type funds and
tradeable debt securities (‘Cash and Cash Equivalents’).
There is no restriction on the amount of Cash or Cash
Equivalents that the Company may hold.
Cash and Cash Equivalents will be held with approved
counterparties and in line with prudent cash
management guidelines agreed between the Board and
the Investment Manager.
The Company will hold sufficient Cash or Cash
Equivalents for the purpose of making follow-on
investments in accordance with the Company’s
investment policy and to manage the working capital
requirements of the Company.
target returns and dividend policy
The Directors intend to manage the Company’s affairs
to
a
chieve shareholder returns through capital growth
rather than income.
The Company has no formal benchmark. However,
at the time of its IPO, set a target annualised NAV total
return on the Company’s portfolio of at least 20% over
the long term. Since the end of the Period, the Board
has reviewed the target return and decided that, going
forward, it should be based on the annualised NAV total
return per ordinary share over the long-term, with the
annualised target of 20% being retained, to provide
greater transparency for shareholders. Over the period
from IPO to 30 June 2026, the annualised NAV total
return per ordinary share was 19.1% (the gross portfolio
IRR was 27.9%).
This is a target only and reflects the Investment
Manager’s expectations of the potential returns that
can be generated by investing in a portfolio of early and
growth stage private SpaceTech companies which have
the potential to generate substantial returns for their
shareholders over the long term whilst recognising that
not all portfolio companies will achieve their potential
and that some may fail in their entirety. This should not be
taken as an indication of the Company’s expected future
performance, return or results over any period and
does not constitute a profit forecast. The actual return
generated by the Company over any period will depend
on a wide range of factors, including, but not limited to,
the terms of the investments made, the performance
of its portfolio companies, general macroeconomic
conditions and fluctuations in currency exchange rates.
As the Company’s priority is to produce capital growth
over the long term, it has no dividend target and will not
seek to provide shareholders with a particular level of
distribution. However, the Company intends to comply
with the requirements for maintaining investment trust
status for the purpose of section 1158 of the Corporation
Tax Act 2010 regarding distributable income. Therefore,
in accordance with regulation 19 of the Investment
Trust (Approved Company) (Tax) Regulations 2011, the
Company will not (except to the extent permitted by
Seraphim Space Investment Trust PLC
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those regulations) retain more than 15% of its income
(as calculated for UK tax purposes) in respect of each
accounting period and any excess will be distributed in
the form of a final dividend.
share rating management
The Board recognises the need to address any sustained
a
n
d significant imbalance of buyers and sellers which
might otherwise lead to the shares trading at a material
discount or premium to their NAV.
The Board has not adopted any formal discount or
premium targets which would dictate the point at which
the Company would seek to buy back or issue ordinary
shares. However, the Board is committed to utilising
its share buy-back and issuance authorities where
appropriate in such a way as to mitigate the effects of
any such imbalance. In considering whether buy-back
or issuance might be appropriate in any particular set
of circumstances, the Board will take into account,
amongst other things, prevailing market conditions,
(in the case of buy-backs) the level of the Company’s
discount relative to those of other listed investment
companies investing mainly in private companies,
the cash resources readily available to the Company,
the anticipated shorter-term funding requirements of
existing portfolio companies, the Company’s immediate
pipeline of investment opportunities, the level of the
Company’s borrowings (if any), the Company’s working
capital requirements and the degree of NAV accretion
that will result from the buy-back or issuance, and, in
the case of buy-backs, whether higher returns could
be made from investing capital than buying back
ordinary shares.
The Board will keep shareholders informed, on a
regular and ongoing basis, of the approach which it
has adopted to share rating management, principally
through commentary in the Company’s Annual and
Interim Reports.
key performance indicators
The Board uses a number of performance measures to
a
ssess the Company’s success in meeting its strategic
objectives. The key performance indicators (‘KPIs’) (also
referred to as alternative performance measures), which
have not changed since the Company’s IPO, are:
•
the movement in NAV per ordinary share (as the
Company does not pay dividends, this is the same as
the NAV total return per ordinary share);
•
the movement in the ordinary share price (as the
Company does not pay dividends, this is the same as
the total ordinary shareholder return);
•
the premium/discount of the ordinary share price to
th
e NAV per ordinary share;
•
ongoing charges; and
•
the portfolio fair value vs. cost.
The first four KPIs are established industry measures.
During the first five years of the Company’s life, whilst the
portfolio was being built and most investee companies
were at an early stage in their development, we believed
that the fifth KPI listed above was the most appropriate
measure of portfolio performance. As the portfolio has
shown significant progress and a number of portfolio
companies have matured, the Board plans to add an
additional KPI for the year to 30 June 2027 to show
progress against the target annualised NAV total return
per ordinary share of at least 20% over the long term.
Due to the unique nature of the Company’s investment
strategy, there are no direct listed competitors or directly
comparable indices. Consequently, we do not consider
that there is a relevant external comparison against
which to assess the KPIs and, as such, performance
against the KPIs is considered on an absolute basis.
An explanation of the KPIs can be found in the Alternative
Performance Measures section on pages 141 to 143.
The KPIs for the year ended 30 June 2026 (and the
prior year) are shown on page 2. Additional comments
on the performance of the Company during the year
are provided in the Chair’s Statement and Investment
Manager’s Report on pages 9 to 11 and 13 to 31
respectively.
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environmental, social and
governance matters
Socially responsible investment
Th
e Board has endorsed the Investment Manager’s
Responsible Investment Policy, which seeks to ensure
that the Investment Manager’s management of SSIT’s
investments takes account of environmental, social,
governance and ethical factors, where appropriate.
However, the Company does not have explicit
sustainability investment objectives or policies and
does not, and will not seek to, apply a sustainability
label under the FCA’s UK Sustainability Disclosure
Requirements and investment labels regime.
The Investment Manager actively engages with
portfolio companies on ESG factors and often has a
participation role at board level with such companies,
helping to guide their governance policies. Details of the
Investment Manager’s Responsible Investment Policy
are included on page 10.
Environment
As an investment company with all its activities
outsourced to third parties, the Company does not have
any physical assets, property, employees or operations
of its own and, therefore, the Company’s own direct
environmental impact is minimal. The Company has no
greenhouse gas emissions to report from its operations,
nor does it have responsibility for any other emissions
producing sources under the Companies (Directors’
Report) and Limited Liability Partnerships (Energy and
Carbon Reporting) Regulations 2018. For the same
reasons, the Company considers itself to be a low
energy user (i.e. it used less than 40,000kWh of energy
in the reporting period) for the purpose of Streamlined
Energy and Carbon Reporting and, therefore, is not
required to disclose energy and carbon information.
As an investment company, the Company is exempt
from the FCA’s UK Listing Rules requirement to report
against the Taskforce for Climate-related Financial
Disclosures framework.
A key focus of the Investment Manager’s Responsible
Investment Policy, and its engagement with portfolio
companies, is on the management of environmental
risks, particularly those associated with climate change,
and the ability to develop products and services that
help address climate change impacts.
Employees, human rights and community issues
The Board recognises the requirement under section
414C of the Companies Act 2006 to provide information
about employees, human rights and community issues,
including information in respect of any of its policies
in relation to these matters and their effectiveness.
This requirement does not apply to SSIT as it has no
employees, all of the Directors are non-executive and it
has outsourced all of its functions to third-party service
providers. Consequently, SSIT has not reported further
in respect of this requirement.
Modern slavery
The Company does not provide goods or services in
the normal course of business and, as an investment
company, does not have customers. Consequently, the
Directors do not consider that the Company is required
to make a statement under the Modern Slavery Act 2015
in relation to slavery or human trafficking.
Diversity
The Board and Investment Manager strongly believe
that having diversity in professional skills, experience,
identity and cognitive thought has significant benefits
when making decisions.
The Board’s diversity policy is set out in the Corporate
Governance Report on pages 83 and 84. The Board
currently comprises four independent Directors
appointed on merit-based qualifications. The
professional skills and experience which the current
members of the Board bring to the Company’s
leadership are described on pages 69 and 70. Currently,
the Board has 75% female representation (greater than
the FCA’s target for listed companies of 40%) and the
Senior Independent Director (Sue Inglis) is also female
(in line with the FCA’s target for listed companies
of one senior position being held by a woman). The
Board does not currently have at least one member
from a minority ethnic background (contrary to the
FCA’s target for listed companies). As explained in its
Report on page 95, the Remuneration and Nomination
Committee intends to recruit an additional Director
during the current financial year. Ethnic representation
will be an important consideration in the recruitment
but, in accordance with the Company’s diversity
policy, the appointment will be made on merit with the
objective of enhancing the overall capability and skill
set of the Board.
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The Investment Manager (together with its affiliates)
has a diverse employee base (currently, 44% female
and 17% from ethnic minority backgrounds) and
continues to dedicate recruiting resources to increasing
its diversity across all positions and levels.
Integrity and business ethics
We have a zero-tolerance policy in relation to business
ethics and tax evasion. As the Company’s operations
are delegated to third-party service providers, as part
of the annual evaluation of the Investment Manager,
Administrator and other key service providers, we
seek confirmation that our key service providers have
adopted adequate anti-bribery and anti-corruption
policies and also have processes in place to maintain
information security and client confidentiality. The key
service providers are also asked to confirm they have
the required Market Abuse Regulation processes and
insider list arrangements in place.
risk and risk management
Risk appetite
T
h
e Board is ultimately responsible for defining the
level and type of risk that the Company considers
appropriate, ensuring it remains in line with the
Company’s investment objective and investment policy
which set out the key components of its risk appetite.
The Company’s risk appetite is considered in light of the
principal and emerging risks that the Company faces.
Risk management
The Board, through the Audit Committee, has
established, in conjunction with the Investment
Manager and Administrator, an ongoing process that is
designed to identify, manage and mitigate on a timely
basis both the principal and emerging risks inherent to
the Company’s business and activities.
The risk management process includes undertaking, at
least half-yearly, a robust assessment of the principal
and emerging investment, financial, regulatory and
operational risks facing the Company. Particular
attention is given to those risks that might threaten the
long-term viability of the Company and identified key
risks are recorded in the Company’s risk matrix, which,
in the case of each risk, assesses the likelihood of it
occurring and its potential impact, the controls in place
to mitigate it, the effectiveness of those controls and
the residual likelihood of it occurring and the residual
potential impact.
Further information on the Company’s risk management
and internal controls can be found in the Corporate
Governance Report on pages 86 and 87.
52
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principal risks and uncertainties
Based on the Company’s risk matrix, the principal risks and unce
rtainties faced by the Company are those listed
in the table below, which also summarises the potential impact of those risks and the controls in place to mitigate
them. During the year the Board reviewed and concluded that the risks faced by the Company are consistent with
those faced in the previous year, with the exception of Concentration risk, which has increased following the fair
value increase in ICEYE during the year.
risk p
otential impact mitigation
1. portfolio
company
performance
Risk that portfolio
companies, being
predominantly early and
growth stage private
companies which may
lack breadth and depth
of management team
and capital and have a
higher risk profile than
larger, more established
companies, are unable
to commercialise their
technology, products,
business concepts or
services and/or otherwise
fail to achieve their
business objectives, due
to, for example, the risk
of space launch delays
•
Reduction in a portfolio company’s
v
aluation, potentially resulting in
100% write-off
•
Adverse impact on SSIT’s ability
to
realise the investment at a
reasonable price (or at all) and/or in
a timely manner
•
Reduced NAV and shareholder
returns
•
The Investment Manager has extensive experience
of
investing into and supporting early and growth
stage businesses, and provides support to, and
has experience of improving, portfolio company
management teams and changing them if necessary
•
As companies grow and develop, their management
t
e
ams tend to also expand to manage the growth
•
The Investment Manager actively engages with
portfolio companies, including, in many cases, by way
of board representation or observer status
•
The Investment Manager has a rigorous investment
pr
ocess that is designed to identify and manage risks
•
A third-party technical due diligence provider is
engaged prior to every material investment to assess
the technological and market opportunity
•
The Investment Manager monitors progress against
critical milestones, with the aim of supporting portfolio
companies with changes in strategy where progress is
not as anticipated
•
SSIT’s investment strategy is to ensure sufficient
di
versification within its portfolio by investing in a range
of companies at different stages in their lifecycle and
across a range of sub-sectors and geographies, and to
syndicate investments with other investors to ensure
portfolio companies are well capitalised
•
The Investment Manager provides a detailed update at
e
ach scheduled Board meeting (and more frequently,
if required), including information on investment
environment, portfolio performance, specific
factors affecting portfolio companies (individually or
collectively), transactions, investment pipeline and
cash flow forecasts
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risk p
otential impact mitigation
2. portfolio
co
ncentration
Risk that the performance
and valuations of one
large investment or a
few companies leads
to concentration risk
in the portfolio
•
Performance of the Company
i
s linked to a small number of
portfolio companies
•
The Company cannot invest more than 20% of
NAV into any one portfolio company at the time of
investment. Where the increase in the fair value
of a portfolio company increases the Company’s
holding to over 20% of NAV, there is no need for
the Company to reduce its holding. However, such
scenarios are discussed at the quarterly meetings at
which provisional portfolio valuations are discussed
by the Directors and Investment Manager (‘Valuation
Meetings’) to understand the risks posed by the
portfolio concentration
•
There is a growing secondary market in the SpaceTech
s
e
ctor, which the Investment Manager can consider if
it feels that the concentration of any portfolio company
poses a significant risk to the Company
•
Portfolio companies posing portfolio concentration risk
a
re likely to be the larger and more mature companies
in SSIT’s portfolio and are more likely to be planning for
future IPOs and, in the meantime, secondary market
activity in their shares is likely to be more active
3. liquidity
Risk that SSIT has
insufficient liquid
resources to participate in
subsequent funding rounds
by portfolio companies or
make new investments
• Dilution of SSIT’s holdings in
e
x
isting portfolio companies
•
Reduced portfolio valuation
• Reduced NAV and shareholder
returns
•
Reputational damage
•
The Investment Manager monitors the cash runways
of portfolio companies and maintains cash flow
projections based on an assessment of return potential,
timing and scale of potential funding rounds, the ability
of others in portfolio company syndicates to support
funding rounds, the availability of new investment
opportunities and SSIT’s projected operating costs
in order to manage SSIT’s ability to participate in
forthcoming funding rounds
•
Cash flow forecasts are reviewed regularly by the
B
o
ard
•
During the year, the Company completed a £137m
fundraise through the issue of C shares which will
be used for investment in existing or new portfolio
companies
•
Portfolio companies have a track record of raising
significant capital to meet their funding requirements
from other internal and external investors
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risk p
otential impact mitigation
4. valuation
Ri
sk that estimates,
assumptions and
judgements used in valuing
SSIT’s investments in
private companies lead to
a material misstatement
of the valuations and,
consequently, of SSIT’s NAV
•
Reputational damage
• Reduced NAV and shareholder
r
eturns
•
Reduced demand for SSIT’s
shares
•
Reduced liquidity in SSIT’s share
trading
•
Increase in share price discount
• Valuations are prepared in accordance with the IPEV
Valuation Guidelines and the Investment Manager’s
valuation policy, which has been formally reviewed by
the Board and commented upon by the Company’s
Auditor and is consistently applied
•
The Audit Committee meets with the Investment
M
anager at separate meetings, convened solely to
consider the quarterly valuations, giving the Audit
Committee an opportunity to challenge the valuations
and to request further information before the meeting
at which the valuations are approved
•
SSIT’s Auditor reviews the valuations and
m
e
thodology and typically attends the Audit
Committee and/or Valuation Meetings when interim
and year end valuations are presented and discussed
by the Investment Manager as part of their annual audit
review procedures
5. realisation
Risk that, as SSIT’s private
company investments are
illiquid and its investments
may have restrictions on sale
or transfer of shares, SSIT
may be unable to realise
investments at short notice
or at all and/or the price
achieved on any realisation
may be at a material discount
to the prevailing valuation
•
Reduced NAV and shareholder
r
eturns
•
SSIT’s investment strategy is to hold investments for
the long term in order to deliver capital growth, SSIT
has no debt, dividend or buy-back obligations, it does
not have a fixed life and it manages its liquidity to pay its
operating costs as they fall due, so there is no pressure
to realise investments
•
As set out opposite ‘Valuation’ above, SSIT has a robust
a
n
d consistent valuation process
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risk p
otential impact mitigation
6. macroeconomic
Ri
sk that the performance
and business continuity of
portfolio companies may
be materially adversely
affected by geopolitical
risks, including conflict,
a pandemic/epidemic,
climate change and/or
other macroeconomic
conditions, including,
interest rate rises
and inflation
•
Significant widescale disruption
i
mpacting businesses generally
•
Adverse impact on global markets
and investor sentiment
•
Reduced portfolio valuations
• Reduced NAV and shareholder
returns
•
Reduced liquidity in SSIT’s share
trading
•
Increase in share price discount
• SSIT’s and portfolio companies’
ac
cess to additional capital
constrained
•
The Investment Manager completes extensive due
di
ligence procedures prior to each investment and,
on an ongoing basis, monitors and works closely with
portfolio companies to provide advice and experience
in dealing with adverse macroeconomic conditions
and disruptive events
•
During the year, macroeconomic conditions continued
t
o impact the Company, but the degree of the impact
has reduced, and some geopolitical events have
improved the outlook for the SpaceTech sector given
significant increases in defence spending
7. foreign exchange
Risk that FX movements
materially adversely affect
the value of investments
made in currencies
other than Sterling
•
Reduced NAV and shareholder
r
e
turns
•
SSIT invests globally and has exposure to several
non-Sterling currencies, providing some FX risk
diversification
•
Whilst it is not currently SSIT’s policy to actively
ma
nage FX risk, the Investment Manager monitors
FX rates and may, in consultation with the Board and
SSIT’s corporate brokers, explore mitigating options
•
The Company has engaged a provider who has
demonstrated a track record of favourable rates for FX
spot trades
8
. investment
return
Risk that SSIT fails to achieve
its investment objective
and provide a satisfactory
investment return
•
Reduced demand for SSIT’s
shares
•
Reduced liquidity in SSIT’s share
tr
ading
•
Increase in share price discount
• The returns on SSIT’s private company investments
ar
e the principal drivers of the overall investment
return; as set out in other risks, in particular, ‘Portfolio
company performance’, ‘Liquidity’ and ‘Realisation’
above, there are robust controls in place to mitigate the
principal risks associated with such investments
•
The Board conducts a rigorous strategy review
a
n
nually
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otential impact mitigation
9. discount
Ri
sk that SSIT’s shares
trade at a material discount
to NAV as a result of
an imbalance between
buyers and sellers which
may occur for a wide
variety of reasons
•
Reduced liquidity in SSIT’s share
t
rading
•
Reduced shareholder return
• Discount may attract short-
term investors, including activist
investors, with return aspirations
materially different to SSIT’s
investors supportive of its long-
term strategy
•
SSIT’s access to additional capital
c
o
nstrained
•
The Board, the Investment Manager and SSIT’s
co
rporate brokers monitor the SSIT share price
discount (and premium) on an ongoing basis and
movements in the share register on a regular basis,
taking into account broader market conditions
• Any discount to NAV is kept under regular review, with
mitigating actions considered where appropriate
•
Proactive investor communication and engagement
b
y the Board, the Investment Manager and SSIT’s
corporate brokers to enhance investors’ understanding
of SSIT, its strategy, associated risks and potential
returns
•
Shareholders are encouraged to engage freely with the
B
o
ard on matters that are of concern to them so that
the Board can understand their views and concerns
and consider them in its discussions and decision-
making
•
SSIT has authorities in place to buy back shares,
w
hich the Board may use when deemed to be in the
best interests of shareholders as a whole (further
information on discount management is set out under
‘Share Rating Management’ on page 49)
10. key persons
Risk that one or more of
Mark Boggett, James
Bruegger and Rob
Desborough (key members
of the Investment
Manager’s team at the
time of IPO) cease to
be actively engaged
in the management
of SSIT’s portfolio
•
Adverse impact on SSIT’s ability to
i
m
plement its investment strategy
•
Reduced NAV and shareholder
returns
• The Investment Manager has controls and incentives
in regard to key person retention, including annual
profit share, share of any performance fee payable by
SSIT and succession planning
•
The Investment Manager’s recruitment and
appointments since SSIT’s IPO have added further depth
to its team
•
The Investment Management Agreement may be
te
rminated by SSIT if a key person leaves the Investment
Manager and is not replaced by (a) person(s) of equal or
satisfactory standing within a specified timeframe
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The graphics below show the Board’s assessment of the likelihood of occurrence and potential impact of each of the
risks listed in the table above, both pre-mitigation control and post-mitigation control, as well as those from 30 June
2025 as a comparison to show the changes.
assessment as at 30 june 2026
Principal risks – pre-control Principal risks – post-control
Impact
H
igh
Medium
Low
Low Medium High
Likelihood
Impact
H
igh
Medium
Low
Low Medium High
Likelihood
1
4
8
3
5
7 9
6
6
1 4
5 8
10
10
3
9
7
2
2
assessment as at 30 june 2025
Principal risks – pre-control Principal risks – post-control
Impact
H
igh
Medium
Low
Low Medium High
Likelihood
Impact
H
igh
Medium
Low
Low Medium High
Likelihood
1
3
4
2
8
10
5 6
7
1 4
5 8
10
2
7
3
9
9
6
1. Portfolio company performance 6. Macroeconomic
2.
Portfolio concentration 7. Foreign exchange
3. Liquidity 8. Investment return
4. Valuation 9. Discount
5. Realisation 10. Key persons
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58
58
Seraphim Space Investment T
rus
rus
t P
t P
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LC
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58
S
e
raphim Space Investment Trust PLC
Emerging risks
Fo
llowing consideration of the investment, financial,
regulatory and operational risks facing the Company, the
Board concluded that there were no new risks requiring
to be added to the principal risks and uncertainties.
longer-term viability
As required by the AIC Code, the Directors have
as
sessed the prospects of the Company over a
longer period than 12 months from the approval
of these financial statements. The Board, with the
assistance of the Audit Committee, has assessed the
Company’s prospects over the period of three years
ending 30 September 2029. The Board has chosen
this period because it is consistent with the three-
year basis that the Directors evaluate the Company’s
financial position on a quarterly basis and projecting
financial and economic scenarios over a longer
period would be imprecise given the lack of long-term
economic visibility. During the viability assessment
period ending 30 September 2029, an ordinary
resolution will be proposed at the AGM in 2026 (and, if
passed, every five years thereafter) pertaining to the
Company continuing as an investment company.
In assessing the Company’s prospects and longer-
term viability, we have taken into account:
•
the nature of the Company’s business;
• the principal risks and their mitigation identified under
‘
P
rincipal risks and uncertainties’ above;
•
the Company’s cash and cash equivalents, as well as
th
e value of its listed holdings;
•
the Company’s cash requirements to meet ongoing
fees and expenses (including in stress-tested
scenarios where fees and expenses are set to be
15% higher than budgeted) are monitored by the
Investment Manager, and the Company expects to
maintain sufficient assets in cash reserves or cash
equivalents to meet these obligations;
•
the ability of the Investment Manager and Directors
t
o
minimise the level of cash outflows, if necessary, as the
Investment Manager considers the Company’s future
cash requirements before making investments and the
Board receives regular updates from the Investment
Manager on the Company’s cash position and forecast
cash flows, which allows the Board to limit funding for
existing and/or new investments as required;
•
the circumstances in which a performance fee is
p
a
yable to the Investment Manager as outlined in
note 5 to the financial statements on page 122; and
•
the Company does not have any gearing or any
ob
ligation to pay dividends or buy back shares.
We have also assumed that the Company’s
performance will continue to be satisfactory and that
there will continue to be demand for UK-listed investment
companies. Based on this and recent feedback received
through regular shareholder engagement, we currently
anticipate that the ordinary resolution to be proposed
at the 2026 AGM to continue the Company as an
investment company will be passed.
The process for identifying, evaluating and managing
significant and any emerging risks faced by the
Company and periodic reports from the Investment
Manager and Administrator regarding such risks are
reviewed routinely at Audit Committee and Board
meetings. The Board ensures that effective controls are
in place to mitigate these risks and that a satisfactory
compliance regime exists to ensure all applicable local
and international laws and regulations are upheld. When
required, the Company seeks expert advice regarding
tax, legal and other factors.
Based on a robust assessment of the principal and
emerging risks facing the Company, the Board believes
that the most significant risks to the Company’s longer-
term viability are:
•
a significant and prolonged economic downturn
w
h
ich could affect the Company through adverse
impacts to growth company valuations, leading to
poor investment performance, a wide share price
discount and a tough fundraising environment;
•
a significant majority of the Company’s investments
are in private companies that are not liquid and may be
subject to restrictions on sale or transfer, which may
limit the Company’s ability to realise investments at
short notice and/or at a reasonable price or at all; and
•
the inability to raise funds, should the need arise.
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59
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The Board has considered the Company’s viability over
th
e three-year period, based on a working capital model
prepared by the Investment Manager. The working
capital model forecasts key cash flow drivers, such as
capital deployment rate and operating expenses, and
includes robust downside scenarios, where expenses
are assumed to be 15% higher, as well as including the
deployment of a significant proportion of the C share
fund raise proceeds in the near term. Realisations and
share buy-backs are assumed to not occur during
the three-year period, unless already predetermined;
similarly, whilst additional capital raises may occur,
none are assumed during the three-year period.
Based on its assessment, the Board has concluded
there is a reasonable expectation that the Company will
continue to meet its liabilities as they fall due and remain
viable, even in a scenario where global macroeconomic
and geopolitical uncertainty persists for an extended
period and including severe but plausible downside
scenarios over the three-year period of the assessment.
life of the company
The Company has no fixed life but, in accordance with its
A
r
ticles of Association, an ordinary resolution proposing
that it continues in existence as an investment company
will be proposed at its AGM in 2026 and, if passed,
every five years thereafter. If any such resolution is not
passed, proposals will be put forward by the Directors
within three months from the date of the resolution to
the effect that the Company be wound up, liquidated,
reconstructed or unitised.
future development of the
c
o
mpany
While the future development of the Company is
de
pendent on the success of its investment strategy,
which is subject to various factors including external
ones (such as the geopolitical and macroeconomic
environments and market developments) which
are outside the control of the Board and Investment
Manager, and the future attractiveness of the Company
as an investment vehicle, the Board’s intention is that
the Company will continue to pursue its investment
objective and policy. The Chair’s Statement and the
Investment Manager’s Report include, on pages 11
and 31 respectively, commentary on the outlook for
the Company.
approval of strategic report
The Strategic Report set out on pages 2 to 67 is
p
r
ovided in accordance with The Companies Act 2006
(Strategic Report and Directors’ Report) Regulations
2013 and is intended to provide information about
the Company’s strategy and business needs,
its performance and results for the year and the
information and measures which the Directors use to
assess, direct and oversee the Investment Manager
in the management of the Company’s activities. The
Strategic Report has been approved by the Board and
is signed on its behalf by:
dr will whitehorn obe
C
hair
14 October 2026
Section 172:
p
romoting the
success of the
company
S T R A T E G I C R E P O R T
p
romoting the success of
the company
s.172 responsibilities
Under section 172 of the Companies Act 2006 (‘s.
172’),
the Directors have a duty to act in the way they consider,
in good faith, would be most likely to promote the
success of the Company for the benefit of its members
as a whole. In doing so, the Directors are required to take
into account (amongst other matters) the likely long-
term consequences of their decisions, the need to foster
relationships with the Company’s wider stakeholders,
the desirability of the Company maintaining a reputation
for high standards of business conduct and the impact
of the Company’s operations on the community
and environment.
As an externally managed investment company, the
Company has no premises, employees or customers
and conducts its core activities through third-party
service providers. Currently, the Company has no debt
finance. We consider, therefore, shareholders to be
the Company’s principal stakeholders but also regard
potential shareholders, the Investment Manager, the
Administrator, other key service providers (corporate
brokers, Auditor, legal advisers, public relations and
communications adviser, depositary and registrar)
and portfolio companies as key stakeholders. The
Investment Manager’s Responsible Investment Policy
is integrated into its investment process, ensuring that it
has regard to the impact of the Company’s investments
on the wider community and environment.
‘
O
ur responsibilities to stakeholders, together with consideration
of the long-term consequences of our decisions and maintaining
high standards of business conduct, are integral to the way we
operate as a Board and are foremost in our minds in our discussions,
decision-making and reporting. We place great importance on
our engagement with shareholders and other stakeholders and
welcome, therefore, their views and concerns so that we can
consider them in our discussions and decision-making.
’
Dr Will Whitehorn OBE
Chair
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S
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stakeholder engagement
The table below sets out the principal ways in which we engage with the Company’s k
ey stakeholder groups.
stakeholder group
s
hareholders
and potential
investors
Why they are important
C
ontinued shareholder support and engagement and attracting new investors are critical to the
continuing existence of the Company and the delivery of its long-term strategy.
How we engage
The Company has a broad range of ordinary and C share shareholders, comprising both
professional and retail investors, and has developed various ways of engaging with them,
including:
•
Regulatory announcements and publications: T
h
e Company issues regulatory
announcements via the London Stock Exchange in respect of routine reporting obligations,
periodic financial and portfolio information updates and in response to other events. The
Company’s Annual and Interim Reports and associated presentations, as well as quarterly
reports and fact sheets and shareholder circulars, are made available on the Company’s
website. Their availability is announced via the London Stock Exchange.
•
RNS Reach newsletter: The Company issues a monthly newsletter via RNS Reach
to provide timely updates, based on publicly available information, on the Company’s
investments, its Investment Manager and the wider SpaceTech market.
•
Website (https://investors.seraphim.vc/): T
his includes videos, research notes
available to retail investors and other relevant information to enhance investors’
understanding of the Company, its strategy and investments and the wider SpaceTech
market. Shareholders and other interested parties can subscribe to email news updates
by registering online on the website.
•
Investor meetings and events: The Investment Manager, on behalf of the Board and with the
assistance of the Company’s corporate brokers and public relations and communications
advisor, undertakes a programme of investor engagements throughout the year. During
the year to 30 June 2026, the Investment Manager held four group meetings for research
analysts (each with at least 12 analysts in attendance) and 12 professional and/or retail
investor webinars following the announcement of the annual and interim results and Q1
and Q3 NAVs and other updates (the Chair also participated in all of these meetings and
webinars and other Directors attend to gauge sentiment first hand). Through the Company’s
corporate brokers, there were 80 interactions with 177 different investors during the year,
including a number of meetings attended by the Chair and/or other Directors without the
Investment manager present. All investors are offered the opportunity to meet the Chair,
Senior Independent Director or other Board members.
•
Capital markets day: Th
is is an event, attended by research analysts and professional
investors, held periodically consisting of presentations from the Chair and senior members
of the Investment Manager’s team. The capital markets day held on 26 November 2025
also included presentations from a selection of the Company’s portfolio companies.
Videos of the event are available on the Company’s website. The next capital markets day
is scheduled for 26 November 2026.
•
Investor relations updates: At
their scheduled Board meetings, the Directors receive
updates on the share trading activity, share price performance and investor feedback.
The Directors also receive investor feedback following investor roadshows arranged by
the Company’s corporate brokers.
S T R A T E G I C R E P O R T
promoting the success of the company
(continued)
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S T R A T E G I C R E P O R T
pr
omoting the success of the company
(continued)
stakeholder group
s
hareholders
an
d potential
investors
(continued)
• A
nnual General Meeting: The AGM provides a forum for shareholders to meet, ask
questions and discuss issues with the Directors and Investment Manager. The next AGM
will take place on 25 November 2026 (the notice convening the meeting will be set out in
a separate circular to shareholders).
•
Working with external partners: The Board also engages some external providers, such
as a public relations and communications adviser, to assist in investor communication and
obtain input on specific aspects of shareholder communications, such as developing more
effective ways to communicate with investors.
We welcome diversity of thought and opinions. Shareholders may contact the Company
via the Company Secretary on seraphimteam@ocorian.com or by post on any matters that
they wish to discuss with the Board and the Company Secretary will arrange for the relevant
Board member to contact them.
Target outcomes
•
Shareholders and potential investors receive relevant i
nformation to enable them to
evaluate the Company’s performance and whether their investment interests are aligned
with the Company’s strategy.
•
Ongoing demand for the Company’s shares, which can help narrow the discount at which
the shares trade to their NAV.
•
We receive feedback and views on investor concerns and
priorities which inform our
discussions and decisions.
investment
manager
(Seraphim Space
Manager LLP)
Why it is important
The Investment Manager’s specialist knowledge and experience is vital to implementing
the Company’s investment strategy successfully and achieving its long-term success.
How we engage
Important components in our collaboration with the Investment Manager are:
•
drawing on Board members’ individual professional skills and e
xperience to support the
Investment Manager in the performance of its responsibilities to the Company, including
implementing the Company’s investment strategy; and
•
willingness to make the Board members’ experience available to support the Investment
Manager in the sound, long-term development of its business and resources, recognising
that the Company is currently the principal client of the Investment Manager and so the
long-term success of the Investment Manager is closely aligned to that of the Company.
We engage with the Investment Manager in numerous ways, including:
•
Regular reporting: We
receive at least quarterly reports from the Investment Manager on
performance, investment activity and pipeline, portfolio company developments, cash flow
projections and investor relations activities, as well as on a wide range of other topics.
•
Meetings: The Board and Investment Manager regularly meet face-to-face for scheduled Board
meetings. In addition, the Board and Investment Manager frequently meet, either in person or
virtually, between scheduled Board and Committee meetings to consider ad hoc matters.
•
Continuous dialogue: The Board maintains an open dialogue with the Investment Manager,
engaging on key matters affecting the Company or the Investment Manager.
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S T R A T E G I C R E P O R T
stakeholder group
i
nvestment
ma
nager
(Seraphim Space
Manager LLP)
(continued)
Target outcomes
•
We engage with the Investment Manager in a collaborative and collegiate manner, whilst
also ensuring that appropriate and regular challenge is brought.
•
The Company’s portfolio is well-managed, enabling it to meet its strategic objectives and
achieve long-term sustainable success.
administrator/
company
secretary
(Ocorian
Administration
(UK) Limited)
Why it is important
The Administrator provides accounting, company secretarial and other administrative
services to the Company. Maintaining a strong, collaborative relationship with the
Administrator is therefore critical to the effective running of the Company’s day-to-day
operations.
How we engage
We engage with the Administrator in several ways, including:
•
Regular reporting: W
e
receive at least quarterly reports from the Administrator on a range
of matters, including financial, corporate governance, legal, regulatory and compliance
matters.
•
Meetings: The Administrator attends both scheduled and ad hoc Board and Committee
meetings.
•
Continuous dialogue: Th
e Board maintains an open and constructive dialogue with the
Administrator, engaging on key matters affecting the Company.
In addition, the Investment Manager, on our behalf, engages with the Administrator on at least
a weekly basis and ensures service levels are satisfactory and appropriate controls are in
place.
Target outcomes
•
We maintain a strong, collaborative relationship with the Administrator.
•
The Company’s day-to-day operations are well-managed, support
ing its ability to meet its
strategic objectives and achieve long-term sustainable success.
other key
service
providers
(corporate brokers,
Auditor, legal
advisers, public
relations and
communications
adviser, depositary,
registrar – see
page
146 for details)
Why they are important
For the Company to operate as a listed investment company, the Board relies on its other
key service providers for essential services and for advice and support in meeting relevant
obligations and complying with best practice. Constructive working relationships with the
other key service providers helps ensure the Company continues to operate effectively.
How we engage
We engage with the other key service providers in several ways, including receiving regular
and, as needed, ad hoc reports, face-to-face meetings (at the request of the Board or the
relevant service provider) and other dialogue as and when appropriate.
In addition, the Investment Manager and/or Administrator, on our behalf, engage with the
other key service providers on a regular basis and ensure service levels are satisfactory.
Target outcomes
•
We, directly and indirectly, maintain constructive working
r
elationships with our other key
service providers.
•
Other key service providers provide the required level of servi
ce, enabling the Company to
meet its obligations and follow best practice.
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stakeholder group
p
ortfolio
co
mpanies
Why they are important
For the Company to deliver capital appreciation, it needs to invest in portfolio companies that
ultimately develop their products and services and successfully grow.
How we engage
The Investment Manager, on our behalf, engages with portfolio companies on a regular basis
through participation on their boards, interaction with their shareholders, introductions to
partners, customers and potential funding providers and value-add support and advice. In
addition, we engage with portfolio companies during investor events.
Target outcomes
Portfolio companies benefit from the engagement, leading to their growth and, ultimately,
higher value for the Company.
examples of stakeholder considerations and outcomes
Set out below are examples of decisions and actions during the
y
ear which have required the Directors to have
regard to applicable s.172 factors.
topic s
takeholder considerations and outcome
c share fund-
raising and
adoption of
new articles
of association
S.172 consideration: the likely consequences of any decision in the long term
In response to improved market and investor sentiment and scale of investment opportunities,
the Board decided to carry out a fundraising via an issue of C shares. The Board considered
the key benefits to existing shareholders of increasing the Company’s net assets via the
fundraising would be:
•
the provision of additional capital for investment in the Com
pany’s existing portfolio as well
as new opportunities;
•
avoiding dilution of the NAV of the ordinary shares as the expen
ses associated with a
successful fund raise would be borne by the C share investors;
•
avoiding cash drag (the negative impact on portfolio returns caused by holding cash) on
the NAV of the ordinary shares whilst the proceeds of the fund raising are substantially
deployed;
•
higher trading volumes in the ordinary shares as the Company should appeal to a broader
range of investors which, in turn, should improve market liquidity in the ordinary shares;
and
•
a reduction in the blended rate of the tiered management fee payab
le to the Investment
Manager (see note 5 to the financial statements on page 122 for details of the investment
management fee) and the fixed costs of the Company being spread over a larger asset
base, both of which would reduce costs per ordinary share.
66
S
eraphim Space Investment Trust PLC
topic s
takeholder considerations and outcome
c share fund-
ra
ising and
adoption of
new articles
of association
(continued)
Having considered the rights of the C shares set out in the then existing Articles of Association,
which were adopted at IPO, the Directors proposed adopting new Articles to amend the rights
attaching to the C shares to provide for relevant proportions of the C shares to convert into
ordinary shares on a periodic basis based on the quarterly NAVs as the proceeds of a C share
issue are invested (under the original Articles, none of the C shares would convert until at
least 80% of the proceeds have been invested or, if earlier, 12 months after the date of their
issue). The principal benefits of periodic conversions were considered to be:
•
enabling C shareholders to access the Company’s portfolio of as
sets attributable to the
ordinary shares in a timelier manner; and
•
reducing the concentration risk of the portfolio associated with the ordinar
y shares.
The C share fundraising and the adoption of the new Articles were approved by shareholders
at a general meeting held on 6 May 2026 and a total 136,508,663 C shares were subsequently
issued on 12 May 2026, raising gross proceeds of approximately £137m, with strong
participation from both existing shareholders and new investors across the spectrum
of endowment funds, institutions, family offices and wealth managers, alongside robust
demand from retail investors.
Stakeholders influencing considerations and/or impacted by outcome:
Shareholders and potential investors, Investment Manager.
Capital
allocation
and share
price discount
S.172 consideration: the likely consequences of any decision in the long term
Having regard to the challenging environment for raising additional capital (debt and/or
equity) over the last several years, the Board and Investment Manager regularly reviewed
the Company’s cash resources and other sources of liquidity, identified the anticipated
shorter-term funding requirements of the Company’s portfolio companies and agreed
capital allocations for supporting portfolio companies and new investment opportunities
until such time as the fundraising environment improved sufficiently to raise additional
capital (as was possible in May 2026) or a significant liquidity event occurred.
In addition, when the ordinary shares were trading at a discount, the Board kept under
review whether NAV-accretive share buy-backs would be in the best interests of
shareholders as a whole having regard to market conditions generally, the ratings of other
UK-listed investment companies, the anticipated shorter-term funding requirements of
SSIT’s portfolio companies, the investment opportunities available to the Company and the
prospective returns from those opportunities, feedback from shareholder meetings and
advice from SSIT’s corporate brokers.
During the year under review, the Company invested £4.0m in follow-on investments
and bought back no shares, whilst its ordinary share discount narrowed from 27.8% to
21.9%. The C share discount at 30 June 2026 was 19.5%. These capital allocations were
consistent with the Company’s long-term strategy and enabled the Company to continue
to foster good relationships with portfolio company management teams and maintain its
standing as a key investor in the SpaceTech sector and were aimed at supporting the long-
term growth of the NAV per share.
Stakeholders influencing considerations and/or impacted by outcome:
Portfolio companies, shareholders and potential investors, Investment Manager.
promoting the success of the company
(continued)
S T R A T E G I C R E P O R T
67
A
nnual Report and Financial Statements
topic s
takeholder considerations and outcome
annual
re
view of
service
providers
S.172 consideration: the need for the Company to foster business relationships
with suppliers, customers and others
The Management Engagement Committee met during the year to review the Company’s
external service providers and, in particular, the quality and costs of the services provided
(details of the review are included in the Management Engagement Committee Report
on pages 92 and 93). For the reasons noted in its Report, the Management Engagement
Committee concluded that the interests of the Company’s shareholders would be best
served by the ongoing appointments of the Investment Manager, the Administrator and the
Company’s other key service providers on the existing terms.
Stakeholders influencing considerations and/or impacted by outcome:
Investment Manager, Administrator, other key service providers, shareholders.
promoting the success of the company
(continued)
S T R A T E G I C R E P O R T
corporate
g
overnance
69
A
nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
board of directors
Th
e Board of the Company, which combines considerable knowledge of the SpaceTech industry,
venture and growth capital investment, the investment company sector and corporate governance,
is responsible for ensuring conformance to the investment strategy, monitoring the performance of
the Investment Manager and ensuring good governance, including in relation to ESG matters.
The Directors are all non-executive and independent.
dr william (will) whitehorn obe
C
hair
susan (sue) inglis
Senior Independent Director
Date of appointment
14 June 2021
Date of appointment
14 June 2021
Committee membership
A R
M
Committee membership
A R M
Professional skills and experience
W
ill joined Virgin in 1986 where he established a career
as Sir Richard Branson’s corporate affairs advisor and
brand development director for the group globally. He
helped develop Virgin Galactic, Virgin Trains and Virgin
Media as businesses and went on to become the first
President of Virgin Galactic, taking the business from
dream to reality. He has since pursued a private equity
and non-executive career, including chairing AAC Clyde
Space AB between 2018 and 2024.
In addition to these corporate roles, he was a member
of the UK Space Agency’s Space Exploration Advisory
Committee between 2021 and 2025 and has been a
Fellow of the Royal Aeronautical Society since 2013.
He was awarded an OBE in the King’s Birthday Honours
2025 in recognition of his outstanding services to the
aerospace and space industry.
Professional skills and experience
Sue has a wealth of experience from more than 30 years
advising listed investment companies and financial
institutions. Her executive roles included Managing
Director, Corporate Finance in the investment companies
team at Cantor Fitzgerald Europe and investment
companies and financial institutions teams at Canaccord
Genuity. Sue is a qualified lawyer and was a partner
and head of the funds and financial services group at
Shepherd & Wedderburn, a leading Scottish law firm.
In 1999 she was a founding partner of Intelli Corporate
Finance, an advisory boutique firm focusing on the asset
management and investment company sectors, which
was acquired by Canaccord Genuity in 2009.
External appointments
Listed companies:
Chair of Craneware PLC.
Other significant appointments:
None.
External appointments
Listed companies:
Senior Independent Director of Baillie Gifford Growth
US Growth Trust PLC, Senior Independent Director and
Audit Committee Chair of CT Global Managed Portfolio
Trust PLC and Chair of Invesco Global Equity Income
Trust PLC.
Other significant appointments:
None.
directors and investment manager
C
o
mmittee membership key
A
Audit Committee
R
Remuneration and Nomination Committee
M
Management Engagement Committee Chair
70
S
eraphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
angela lane
D
irector
christina mccomb oBE
Director
Date of appointment
1 Ja
nuary 2022
Date of appointment
14 June 2021
Committee membership
A
R M
Committee membership
A
R
M
Pr
ofessional skills and experience
Angela has decades of experience working with
private equity-owned companies and investment
companies and as the Chair of Audit and Remuneration
Committees. She is a Fellow of the Institute of Chartered
Accountants in England and Wales and began her
career at PwC before joining 3i PLC and becoming a
partner of 3i’s Growth Capital business, overseeing the
UK Growth Capital portfolio. Subsequently, she has held
a number of positions as Chair of private equity-backed
businesses. She is currently on the board of or acting as
Chair of the Audit Committee for two investment trusts
investing in quoted and unquoted companies.
Professional skills and experience
Christina has over 25 years’ experience of venture
capital and growth investment as a former director of 3i
PLC and other venture funds. She is the non-executive
Chair of Aegon UK plc. She has been a director of other
investment companies, including as Chair of Standard
Life European Private Equity Trust PLC, from which role
she retired in April 2022. She has also held a number of
senior public sector roles involved in SME and growth
business finance, including as Senior Independent
Director at the British Business Bank. She was awarded
an OBE in the Queen’s Birthday Honours 2018 for
services to the economy.
External appointments
Listed companies:
Non-executive director of BlackRock Smaller
Companies Trust PLC and Chair of the Audit Committee
of Pacific Horizon Investment Trust PLC.
Other significant appointments:
None.
External appointments
Listed companies:
None.
Other significant appointments:
Chair of Aegon UK plc, non-executive director
and Investment Committee member of Midlands
Mindforge Ltd.
Committee membership key
A
Audit Committee
R
Remuneration and Nomination Committee
M
Management Engagement Committee Chair
d
irectors and investment manager
(continued)
C O R P O R A T E G O V E R N A N C E
71
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nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
di
rectors and investment manager
(continued)
investment manager
The Company has appointed Seraphim Space Manager LLP as its alternative investment
fund manager. The Seraphim Space team is comprised of seasoned venture capitalists and
some of the sector’s most successful entrepreneurs who scaled their SpaceTech businesses
to multi-billion Dollar exits.
The senior individuals responsible for executing and
o
verseeing the Company’s investment strategy are
shown below.
mark boggett
G
eneral Partner & CEO
Mark is a pioneer in SpaceTech investment and the co-
founder of Seraphim Space Manager LLP, Generation
Space LLC, Seraphim Space Accelerator and Generation
Space Accelerator. He played a key role in launching
Seraphim Space LP and Seraphim Space Investment Trust
PLC. Prior to his current role, Mark served as a director at
YFM Equity Partners, where he contributed to the success
of the British Smaller Companies VCTs 1 and 2. He also held
positions at Brewin Dolphin and Williams de Broe. Mark
holds an undergraduate degree in Accounting & Finance
and a master’s degree in Economics and Finance from the
University of Leeds.
rob desborough
G
eneral Partner
Rob is a General Partner at Seraphim Space Manager LLP,
where he leads early-stage investments. He is also a co-
founder of Seraphim Space Accelerator, launched in 2018,
and Generation Space Accelerator, which together have
become one of the world’s leading accelerator programs
for SpaceTech startups. Prior to joining Seraphim Space,
Rob was an Investment Director at YFM Equity Partners.
Rob holds a BSc (Hons) in Biomedical Sciences from the
University of Glasgow and a Postgraduate Diploma (PGDip)
in Information Technology Systems from the University
of Strathclyde. Under Rob’s leadership, Seraphim Space
Accelerator and Generation Space Accelerator have
graduated 119
SpaceTech startups, which have collectively
raised over
$1.56bn.
james bruegger
G
eneral Partner & CIO
James is the co-founder and Chief Investment Officer
of Seraphim Space Manager LLP, and a co-founder of
Generation Space LLC, Seraphim Space Accelerator and
Generation Space Accelerator. He is a prolific venture
capital investor in the global SpaceTech domain. James
was an early investor in several leading SpaceTech
companies and has played a key role in leading investments
in companies that have gone public, including Spire Global
and AST SpaceMobile. Previously, James worked at YFM
Equity Partners and Burlington Consultants, a boutique
strategy consultancy that was acquired by Deloitte &
Touche. James holds a first-class degree in History from
University College London.
andre ronsoehr
I
nvestment Partner
Andre is a Partner at Seraphim Space Manager LLP.
Andre joined the business following a career in finance
and investing with a long-standing focus on the space
sector. Previously, he worked for almost a decade at Virgin
Management, the family office of Sir Richard Branson.
Andre co-led the seed investment in One Web in 2015 and
was instrumental in investments into Virgin Galactic and
Virgin Orbit. During this time, Andre worked hand-in-hand
with the boards and C-level teams of each of these three
pioneering space businesses. Andre holds an MBA from
HEC Paris and Yale University and a BBA from FOM Essen,
Germany.
sarah shackleton
P
artner & COO
Sarah is the COO at Seraphim Space Manager LLP and has 25
years of finance experience. Previously, Sarah was a partner
at Development Partners International since its inception in
2007. She was responsible for administration of the firm and its
funds, including legal, compliance, HR, IT, operations, facilities
and ESG and also sat on the investment committee. Sarah has
experience as an active board director on private equity fund
general partners and investment holding companies. Before
joining Development Partners International, Sarah was an
Associate Director in the Technology Equity Research team
at UBS in London, specialising in the telecommunications
equipment sector and covering large-cap European
companies, including Nokia, Ericsson and Alcatel-Lucent.
Sarah holds a BSc (Hons) in Economics and Accounting from
the University of Bristol.
patrick mccall
V
enture Partner
Patrick joined Seraphim Space as a Venture Partner after
working for Virgin Group for 25 years where he was Senior
Partner. He was chair or on the board of eight companies
that grew from being startups to being valued at over $1bn.
He was chair of Virgin Galactic, Virgin Orbit, Virgin Trains,
Trainline and Virgin Unite, and was also a board director
of many Virgin Group companies, including Virgin Active,
Virgin Blue, Virgin Mobile USA, OneWeb and Virgin Money.
He also spent 10 years as an investment banker at S.G.
Warburg and has a degree in Economics and Agricultural
Economics from Exeter University. Patrick is a non-
executive director of one SSIT company, SatVu.
kenny mumford
P
artner & General Counsel
Kenny is General Counsel at Seraphim Space Manager
LLP and has 25 years of legal experience with growth
companies and venture capital investors. Previously, Kenny
was a partner at MBM Commercial LLP for nearly 15 years,
latterly as Head of Corporate. In that role, Kenny acted for
high-growth companies and investors (including Seraphim
Space) concerning all aspects of equity investment,
fund formation, business sales and acquisitions, joint
ventures and restructuring, alongside general corporate
advice. Previous roles before MBM included In-house
Counsel at Braveheart Investment Group plc, Investment
Manager at Scottish Enterprise and Solicitor, Shepherd
and Wedderburn. Kenny is a solicitor and notary public in
Scotland and holds an LLB (Hons) and Diploma in Legal
Practice from the University of Edinburgh.
maureen haverty
I
nvestment Principal
Maureen is an Investment Principal at Seraphim Space
Manager LLP. Maureen joined the business after a successful
career in the space industry. She was COO at Apollo Fusion, a
space start-up that was sold for $145m. She was responsible
for business development, manufacturing and complex
programmes. She was also Senior Director of Corporate
Development at Astra, a rocket launch company listed
on NASDAQ. She has a first-class Bachelor of Civil and
Environmental Engineering (BE) degree from University
College Cork and a PhD in Nuclear Engineering from the
University of Manchester. Maureen is focused on deal
origination, deal execution, portfolio management and fund
operations, in addition to actively supporting the associated
accelerator activities.
72
S
eraphim Space Investment Trust PLC
directors and investment manager
(c
ontinued)
C O R P O R A T E G O V E R N A N C E
73
A
nnual Report and Financial Statements
directors and investment manager
(c
ontinued)
C O R P O R A T E G O V E R N A N C E
Lewis Jones
I
nvestment Principal
Lewis is an Investment Principal at Seraphim Space’s US
subsidiary, Generation Space LLC, and was previously
an analyst at Seraphim Space. Lewis holds a first-class
Aeronautics and Astronautics MEng degree from the
University of Southampton, specialising in Spacecraft
Engineering. Previously, he worked as a Thermal Analyst
in the Rotatives Department at Rolls-Royce, primarily
focusing on the safety aspects of jet engines on civil
aircraft. He also completed an internship at RBS in the Data
and Analytics division.
candace johnson
I
ndependent Advisory
Committee Member
Candace has a long and distinguished career as founder/
co-founder of space ventures such as SES ASTRA, SES
Global, Loral-Teleport Europe and Europe Online, as well
as having played critical roles in developing space sector
leaders, including Iridium and ILS. An experienced venture
capitalist and investor, she has been a member of the
Strategic Committee of Iris Capital for the past decade
and served as President of EBAN and is now President
Emeritus. Candace serves and has served on the boards of
a number of emerging space leaders, including NorthStar
Earth and Space and Kacific. Candace serves on Seraphim
Space’s Investment Committee as an independent member
to advise on and address any conflicts of interest.
ann winblad
I
ndependent Advisory
Committee Member
Ann is a Managing Director of Hummer Winblad Venture
Pa
rtners, a venture capital firm she co-founded in 1989.
She is a well-known and respected software industry
entrepreneur and technology leader. Ann’s firm has
launched over 160 enterprise software companies and led
investments that pioneered successful companies across
the enterprise software sector. She served as a director
of numerous private and public companies including
MuleSoft, Hyperion, Sonatype, The Knot, Liquid Audio, Net
Perceptions and Ace Metrix. She also currently serves as
a Director of OptiMine. Ann serves on Seraphim Space’s
Investment Committee as an independent member to
advise on and address any conflicts of interest.
matthew rutter
H
ead of Finance & Reporting
Matthew is Head of Finance & Reporting at Seraphim Space
Manager LLP. He is a Certified Public Accountant (CPA) with
over 10 years of international finance experience spanning San
Francisco, Bangalore and London. Prior to joining Seraphim,
Matthew was Finance Manager at Ardian, where he oversaw
fund finance and reporting across a $30bn fund platform
comprising multiple investment vehicles with exposure to
hundreds of underlying private equity funds. Prior to this, he
held a fund accounting role at Helios Investment Partners.
Matthew began his career at KPMG in San Francisco, auditing
some of the most iconic venture capital firms in the Bay Area,
before spending a year at KPMG’s Global Delivery Centre in
Bangalore. He holds a Master of Science in Accountancy from
San Francisco State University and a BA (Hons) in International
Business from Nottingham Trent University.
matt o’connell
I
ndependent Advisory
Committee Member
Matt is a recognised thought leader in the geospatial
intelligence industry. Currently an Operating Partner
at DCVC, supporting its investments, including space
companies Capella and Planet. Matt has been working
with Seraphim Space since 2018. Before that, he was CEO
of OneWeb until July 2016. In 2006, he founded GeoEye,
a leading global provider of satellite and aerial imagery
and digital mapping information, which was acquired by
Digital Globe in 2013 for $1.3bn. He has served on several
private company boards and government and industry
advisory commissions. Matt serves on Seraphim Space’s
Investment Committee as an independent member to
advise on and address any conflicts of interest.
C O R P O R A T E G O V E R N A N C E
T
he Directors present their Report for the year ended 30 June 2026. The Corporate
Governance Report on pages 78 to 87 is deemed to form part of this Report.
company status
The Company is incorporated and domiciled in the
Un
ited Kingdom and registered in England and Wales.
The Company is an investment company as defined in
section 833 of the Companies Act 2006, approved as an
investment trust in accordance with section 1158 of the
Corporation Tax Act 2010 (‘s.1158’) and an alternative
investment fund under the EU Alternative Investment
Fund Managers Regulations (as amended by The
Alternative Investment Fund Managers (Amendment
etc.) (EU Exit) Regulations 2019). The Directors intend at
all times to conduct the affairs of the Company to enable
it to continue to qualify as an investment trust for the
purposes of s.1158.
The Company manages its affairs so as to be a
qualifying investment for inclusion in an Individual
Savings Account and it is the Directors’ intention that
the Company should continue to do so.
business review
The Company’s principal activity is investment in a
d
i
versified, international portfolio of predominantly
early and growth stage privately financed SpaceTech
businesses that have the potential to dominate globally
and are category leaders with first mover advantages
in areas such as global security, cybersecurity, food
security, climate change and sustainability with
the objective of generating capital growth over the
long term.
A detailed review of the Company’s business and
performance during the year, any likely future
developments in the Company and the outlook for the
Company are contained in the Strategic Report on
pages 2 to 67 and should be read as part of this Report.
results and dividends
The total comprehensive income for the year was a
p
r
ofit of £289.4m (2025: £53.0m), comprising a loss of
£4.7m (2025: loss of £3.6m) attributable to revenue and
a profit of £294.0m (2025: profit of £56.6m) attributable
to capital. As the Company is focused on generating
capital growth over the long term and given the nature
of the Company’s investments, the Board does not
anticipate recommending paying any dividends in the
foreseeable future.
share capital
As at 30 June 2026, the Company’s issued share capital
co
mprised 239,384,928 (2025: 239,384,928) ordinary
shares of £0.01 each and 136,508,663 (2025:nil) C shares
of £0.10 each, of which 2,186,344 (2025: 2,186,344)
ordinary shares were held in treasury. The total number
of voting rights of the Company at 30 June 2026 was,
therefore, 373,707,247 (2025: 237,198,584).
On a winding-up, provided the Company has satisfied
all its liabilities, if there are C shares in issue, the net
assets of the Company attributable to the C shares shall
be divided pro rata among the holders of the C shares.
The holders of ordinary shares shall be entitled to all of
the Company’s remaining net assets after taking into
account any net assets attributable to the C shares.
Neither class of share is redeemable.
Holders of each class of share are entitled to receive,
and to participate in, any dividends declared in relation
to that class; however, the Company does not expect to
pay dividends in the foreseeable future.
Holders of ordinary and/or C shares are entitled to attend
and vote at all general meetings of the Company and, on
a poll, to one vote for each ordinary or C share held.
Shares held in treasury have no rights to capital,
dividends or vote.
There are:
•
no restrictions on the transfer of securities in the
C
o
mpany save where (a) the Company is legally
entitled to impose such restrictions, such as
restrictions on transfers by Directors during closed
periods, or (b) the Company’s Articles of Association
allow the Board to decline to register a transfer of
shares or otherwise impose a restriction on shares to
prevent the Company breaching any law or regulation;
•
no agreements between holders of securities
r
e
garding their transfer which are known to the
Company;
directors’ report
Seraphim Space Investment Trust PLC
74
75
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nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
di
rectors’ report
(continued)
• no restrictions on exercising voting rights save
where the Company is legally entitled to impose such
restrictions, such as if, having been served with a
notice under section 793 of the Companies Act 2006,
a shareholder fails to disclose details of any past or
present beneficial interest;
•
no special rights with regard to control attached to
s
e
curities in the Company; and
•
no agreements to which the Company is a party
that might affect its control following a successful
takeover bid.
share issues and buy-backs
The Board has not adopted any formal premium or
di
scount targets which would dictate the point at which
the Company would seek to issue or buy back ordinary
shares.
During the year ended 30 June 2026, the Company
issued 136,508,663 C shares. It did not issue any new
ordinary shares or buy back any ordinary shares.
The Company’s current general authorities to allot
for cash on a non-pre-emptive basis up to 23,719,858
(2025: 23,719,858) ordinary shares, representing
c.10% of the ordinary shares in issue on the date the
authority was granted, expire at the conclusion of the
2026 AGM. Ordinary resolution 11 will be proposed
at the forthcoming AGM seeking authority to issue
up to 79,066,195 ordinary shares, representing
approximately one-third of the issued ordinary shares
(excluding treasury shares) as at 15 October 2026.
Special resolutions 12 and 13 will be proposed at the
forthcoming AGM seeking authority to issue or sell
ordinary shares from treasury for cash on a non pre-
emptive basis up to 10% and 10%, respectively, (so
20% in total) of the ordinary shares in issue (excluding
treasury shares) as at 15 October 2026 until the next
AGM or, if earlier, 31 December 2027. Unless specifically
authorised by shareholders, no issue of ordinary shares
(or sale of ordinary shares from treasury) on a non-
pre-emptive basis will be made at a price less than the
prevailing NAV per ordinary share at the time of issue (or
sale). The Company is not seeking authority at the 2026
AGM to issue any further C shares.
The Company’s current authority to make market
purchases of up to 35,556,067 (2025: 35,556,067)
ordinary shares, representing 14.99% of the issued
ordinary shares (excluding treasury shares) on the date
the authority was granted, expires at the conclusion of
the 2026 AGM. Special resolution 14 will be proposed at
the forthcoming AGM seeking renewal of this authority
until the next AGM or, if earlier, 31 December 2027. The
Company may hold bought-back ordinary shares in
treasury and then re-sell such shares (or any of them) for
cash or cancel bought-back shares (or any of them). In
view of the purpose and transient nature of the C shares,
the Company has no current authority to make market
purchases of C shares and will not be seeking any such
authority at the forthcoming AGM.
major interests in shares
At 30 June 2026 and 30 September 2026, the Company
h
ad been notified under the FCA’s Disclosure Guidance
and Transparency Rules or was otherwise aware of the
following shareholders who were directly or indirectly
interested in 3% or more of the voting rights in the
Company’s voting share capital:
Holder
% o
f
voting rights
30 June
2026
% of
voting rights
30 September
2026
Hargreaves Lansdown
Asset Mgmt 14.86 14.98
Interactive Investor
Services Limited 12.41 12.50
Schroders Plc 6.04 6.02
British Business
Finance Ltd 5.59 5.59
AJ Bell Securities 4.98 5.08
T. Rowe Price
Associates Inc 4.08 4.00
RBC Dominion
Securities Inc 3.35 3.35
directors’ report
(c
ontinued)
76
S
e
raphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
directors
The names and biographical details of the Directors
wh
o all served throughout the year are shown on
pages 69 and 70. Details of the interests of the Directors
and their connected persons in the ordinary shares
and C shares, the Directors’ remuneration policy and
their remuneration can be found in the Directors’
Remuneration Report on pages 97 to 100. No Director
has a service contract with the Company and there are
no agreements between the Company and its Directors
providing for compensation for loss of office.
The rules concerning the appointment and replacement
of Directors are contained in the Company’s Articles
of Association and the Companies Act 2006. Further
details are provided in the Corporate Governance
Report on pages 84 and 85.
In line with the AIC Code and the Company’s Articles
of Association, all of the Directors are retiring at the
forthcoming AGM and each offers themself for re-
election. The Board has reviewed the performance and
commitment of the Directors standing for re-election
and considers that each should continue to serve on
the Board as they bring wide, current and relevant
experience that allows them to contribute effectively to
the leadership of the Company and have demonstrated
full commitment to and independence in their roles.
directors’ insurance and
i
n
demnification
Directors’ and officers’ liability insurance cover is
in
place in respect of the Directors and was in place
throughout the year.
The Company’s Articles of Association provide that
the Company may, subject to the Companies Act 2006
and other applicable UK legislation for the time being
in force affecting the Company, indemnify any person
who is a Director of the Company against (a) any liability
whether in connection with any negligence, default,
breach of duty or breach of trust by that person in
relation to the Company or any associated company,
save for the exclusions outlined in the Company’s
Articles of Association, or (b) any other liability incurred
by or attaching to that person in the actual or purported
execution and/or discharge of that person’s duties and/
or the exercise or purported exercise of that person’s
powers and/or otherwise in relation to or in connection
with that person’s duties, powers or office.
related party and investment
man
a
ger transactions
The Company’s transactions with related parties during
th
e year were with its Directors. There were no material
transactions between the Company and its Directors
during the year other than the amounts paid to them
in respect of Directors’ remuneration for which there
were no outstanding amounts payable at the year end.
Details of amounts paid to the Directors during the year
are included in the Directors’ Remuneration Report on
page 98.
Details of amounts paid to the Investment Manager
during the year are included in note 5 to the financial
statements on page 122.
risks and risk management
The principal risks and uncertainties facing the
C
o
mpany are set out on pages 52 to 58. Further details
of the Company’s key financial risks are set out in note 15
to the financial statements on pages 131 to 139.
going concern
In light of the conclusions drawn in the longer-term
vi
ability statement on pages 58 and 59 and as set
out in note 2 to the financial statements on pages 115
and 116, the Directors have a reasonable expectation
that the Company has adequate resources to continue
in operational existence for at least 12 months from the
date of this Annual Report. Accordingly, the Directors
believe that it is appropriate to continue to adopt the going
concern basis in preparing the financial statements.
disclosure of information to the
c
o
mpany’s auditor
Having made enquiries of the Investment Manager and
Ad
ministrator, each of the Directors confirms that, at the
date of approval of this Report:
•
as far as they are aware, there is no relevant audit
information of which the Auditor is unaware; and
•
they have taken all the steps a Director might
reasonably be expected to have taken to be aware of
any relevant audit information and to establish that the
Auditor is aware of that information.
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di
rectors’ report
(continued)
This confirmation is given and should be interpreted
i
n accordance with the provisions of section 418 of the
Companies Act 2006.
independent auditor
The Directors will propose the re-appointment of
BD
O LLP as the Company’s Auditor and resolutions
concerning this and to authorise the Audit Committee to
determine the Auditor’s remuneration will be proposed
at the forthcoming AGM.
annual report
As disclosed in the Audit Committee Report on pages 88
to 9
1, after due consideration the Audit Committee
concluded that this Annual Report, taken as a whole,
is fair, balanced and understandable. Therefore, the
Board is of the opinion that this Annual Report provides
the information necessary for shareholders to assess
the position and performance, strategy and business
model of the Company.
events after the balance sheet
d
a
te
Save as disclosed in note 18 to the financial statement
on page 139, there have been no significant events since
30 June 2026.
2026 agm
The next AGM will be held at The Jellicoe, 5 Beaconsfield
St
reet, King’s Cross, London, N1C 4EW at 11.30 on
25 November 2026. The formal notice convening the
AGM, together with an explanation of the resolutions to
be considered at it, will be sent to shareholders in due
course and a copy of the notice will be published on the
Company’s website (https://investors.seraphim.vc).
We believe that all the resolutions to be proposed at the
AGM are in the best interests of shareholders as a whole
and therefore recommend shareholders to vote in
favour of them as we will be doing with our own holdings.
articles of association
The Company’s Articles of Association may only be
a
m
ended by special resolution at a general meeting of
shareholders.
uk listing rule 6.6.4
The FCA’s UK Listing Rule 6.6.4 requires the Company
to i
nclude certain information in a single identifiable
section of the Annual Report or a cross-reference table
indicating where the information is set out. The Directors
confirm that there are no disclosures to be made in this
regard.
approval
This Directors’ Report was approved on 14 October
2
0
26.
On behalf of the Board:
dr Will Whitehorn obe
C
hair
14
October 2026
78
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C O R P O R A T E G O V E R N A N C E
corporate governance
f
ramework and compliance
The FCA’s Disclosure Guidance and Transparency
Ru
les (the ‘Disclosure Rules’) require listed companies
to disclose how they have applied the principles and
complied with the provisions of the UK Corporate
Governance Code issued by the Financial Reporting
Council (the ‘FRC’) in January 2024 (the ‘UK Code’). The
UK Code can be viewed at www.frc.org.uk.
The related Code of Corporate Governance issued by
the Association of Investment Companies (the ‘AIC’) in
August 2024 (the ‘AIC Code’) addresses the principles
and provisions set out in the UK Code, as well as
setting out additional provisions on issues that are of
specific relevance to listed closed-ended investment
companies, such as the Company. The AIC Code is
available on the AIC website (www.theaic.co.uk). The
AIC Code includes an explanation of how it adapts the
principles and provisions set out in the UK Code to
make them relevant for listed closed-ended investment
companies. The FRC has endorsed the AIC Code and
confirmed that AIC member companies who report
against the AIC Code will be meeting their obligations in
relation to the UK Code and the associated disclosure
requirements of the Disclosure Rules.
The Company is a member of the AIC and the Board
considers that reporting against the principles
and provisions of the AIC Code provides more
relevant information on the Company’s governance
arrangements to shareholders than reporting against
the principles and provisions of the UK Code.
The Board operates under a governance framework
which is consistent with the principles and provisions of
the AIC Code. This Report describes how the Company
applies those principles and provisions. The Audit,
Management Engagement and Remuneration and
Nomination Committee Reports on pages 88 to 96 are
deemed to form part of this Report. The Board confirms
that the Company complied with the relevant principles
and provisions of the AIC Code during the year.
As an externally managed investment company, the
Company has no employees and all its substantive
operations are conducted on its behalf by its third-party
service providers. Consequently, the Company has not
complied with the provisions in the UK Code relating
to the role of the chief executive, executive directors’
remuneration and the need for an internal audit function.
However, the Audit Committee considers the need for
an internal audit function at least annually (see page 90
for further information).
board leadership and purpose
Role of the Board
T
he Board is collectively responsible for promoting
the long-term sustainable success of the Company,
generating value for shareholders whilst having regard
to the interests of wider society.
The Board’s role is to provide leadership and direction
within a robust framework of risk management and
internal controls. It sets the Company’s strategic
objectives (subject to the Company’s Articles of
Association and such approval of the shareholders in
general meeting as may be required from time to time)
and ensures that the necessary resources are in place
to enable the Company’s objectives to be met.
In managing the Company, the aim of both the Board
and the Investment Manager is always to ensure
the Company’s long-term sustainable success and,
therefore, the likely long-term consequences of any
decision are a key consideration. The Investment
Manager’s Responsible Investment Policy is integrated
into its investment process, ensuring that it has regard
to the interests of wider society in managing the
Company’s portfolio.
Company purpose and strategy
The Company’s purpose is to provide a vehicle through
which a broad range of investors can gain exposure to
a diversified, international portfolio of predominantly
early and growth stage privately financed SpaceTech
businesses that have the potential to dominate globally
and are category leaders with first mover advantages
in areas such as global security, cybersecurity, food
security, climate change and sustainability. The
Company seeks to generate capital growth over the
long term for shareholders.
Operating as an externally managed investment
company, the Company seeks to fulfil its purpose by
delegating operational matters to specialist third-
party service providers, subject to oversight by the
Board. In particular, the Investment Manager and
Administrator are responsible for implementing the
Company’s investment strategy and managing the
Company’s day-to-day operations, respectively.
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rporate governance report
(continued)
The Company’s success is based on such
implementation and management being effective. The
Board’s strategy is, therefore, to work closely with the
Investment Manager and Administrator in a long-term
relationship designed to foster an environment that is
consistent with the Company’s culture and values and
contributes to achieving its strategic objectives.
Culture and values
As an externally managed investment company, the
Company’s culture and values are primarily the product
of the behaviours of both the Board and the Investment
Manager and the way in which they interact with each
other and with the Company’s other stakeholders.
The Board operates in an open, respectful and
inclusive manner, where differences of perspective are
welcomed and constructive challenge is encouraged.
Advice and input are sought from external advisers and
others, as required, to ensure a broad range of views are
available and to guard against groupthink.
The Investment Manager has established an
organisation driven by purpose where its employees
are united by a passion to work with the most
impactful companies in the SpaceTech sector. The
Investment Manager strives to develop a culture of
candour and openness, with employees empowered
to innovate and work autonomously. Value is placed
on output (the quality of work produced) rather than
input (the number of hours logged). Team cohesion
and collaboration are core tenets of the Investment
Manager’s people strategy.
Both the Board and Investment Manager aim to
ensure that the Company is run in a manner that is
consistent with their beliefs in integrity, fairness,
transparency and diligence and responsive to the views
of the Company’s shareholders and other stakeholders.
Both seek to maintain high standards of business
conduct at all times.
We believe that the culture and values of the Board
and Investment Manager encourage constructive
and robust challenge and debate, lead to coherent
discussions, generate strong collective wisdom and
ultimately lead to good decision making, all of which
are important to the successful implementation of the
Company’s strategic objectives.
Conflicts of interest
Directors have a duty to avoid situations where they have,
or could have, a direct or indirect interest that conflicts,
or possibly could conflict, with the Company’s interests
(‘conflict situations’). As permitted by the Companies
Act 2006, the Company’s Articles of Association allow
the Directors to authorise conflict situations, where
appropriate.
The Board has a procedure in place to deal with conflict
situations. As part of this process, Directors must
submit any actual or potential conflict situations they
may have to the Board for approval as soon as possible.
In deciding whether to approve a conflict situation, the
Board will act in a way it considers, in good faith, will be
most likely to promote the Company’s success, taking
into consideration whether the Director’s ability to act
in accordance with their wider duties is affected. The
Company Secretary maintains the register of approved
conflict situations (which also includes a list of other
external positions held). Directors have a duty to keep
the Board updated about any changes to their approved
conflict situations. In certain circumstances the
conflicted Director may be required to absent themself
from discussions or decisions on the matter on which
they are conflicted. No such circumstances arose in
the year. None of the Directors have, or have had, any
potential conflicts of interest of the nature listed in
Provisions 6 and 12 of the AIC Code.
The Board also has a procedure in place to manage
potential conflicts of interest of the Investment
Manager. These can arise, for example, where share
options and/or warrants have been granted to an
affiliate of the Investment Manager by a participant in
an accelerator programme run by that affiliate and the
Company subsequently has the opportunity to invest in
the participant. In such instances, only the independent
advisory committee members of the Investment
Manager’s Investment Committee (listed on page 73)
consider the investment at the Investment Committee
meeting, and the final stage of the Board’s conflict
management process requires any such investment to
be approved by the Board before it is made.
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division of responsibilities
The Board has overall responsibility for the Company’s
ac
tivities. However, the Company has delegated or
outsourced various matters to its standing Committees
and key service providers, most notably the Investment
Manager and the Administrator, all of which operate
within clearly defined terms of reference or agreements
that set out their roles, responsibilities and authorities.
Board
The Board’s principal responsibilities include:
•
determining the Company’s strategic objectives;
• overseeing the execution of the Company’s strategy,
bu
siness conduct and implementation of its key
investment, financial, operational and compliance
policies, ensuring they are aligned with the Company’s
purpose and strategy and the Board’s culture and
values and that any necessary corrective action is
taken;
•
ensuring that an appropriate risk management and
i
n
ternal control framework is in place to enable risk to
be managed and monitored;
•
scrutinising the performance of the Investment
Manager, Administrator and other key service
providers and holding them to account; and
•
ensuring effective engagement with, and encouraging
participation from, shareholders and other key
stakeholders.
Matters not delegated or outsourced to Committees and
key service providers are reserved for consideration and
approval by the Board (including those matters listed
in a formal schedule of reserved matters approved by
the Board), thus enabling the Board to maintain full and
effective control over appropriate strategic, financial,
operational and compliance matters. The reserved
matters include:
•
approving the Company’s long-term objectives and
a
n
y matters of a strategic nature, including any change
in investment objective, policy and restrictions,
including those which may need to be submitted to
shareholders for approval;
•
the appointment and removal of key service providers
and any material amendments to the Company’s
agreements with them;
• a
pproval of any other material contracts and
agreements (apart from investment-related contracts
and agreements which are within the discretion of
the Investment Manager) entered into, varied or
terminated;
•
approving any transactions with related parties;
• approval of quarterly and any ad hoc NAV and other
fi
n
ancial announcements;
•
approval of the Company’s operating and marketing
budgets;
•
approving any new Director appointments;
• approving the Company’s corporate governance
ar
rangements; and
•
approving any actual or potential conflicts of interest,
including any potential investments in respect of
which the Investment Manager may have a potential
conflict of interest.
The full schedule of matters reserved for the Board is
available on the Company’s website (https://investors.
seraphim.vc/).
The primary focus at Board meetings is a review of
investment performance and associated matters (such
as new investments, progress of portfolio companies,
investment pipeline, projected cash flow and market
environment), share price discount/premium, investor
relations, industry issues, legal and regulatory (including
corporate governance) developments and principal and
emerging risks and uncertainties, in particular those
identified in the Strategic Report on pages 52 to 58.
Chair
The Company’s Chair is Will Whitehorn. His primary
role as Chair is to provide leadership to the Board. The
principal responsibilities of the Chair include:
•
ensuring the overall effectiveness of the Board in
d
i
recting the Company;
•
taking a leading role in setting the Company’s strategic
ob
jectives;
•
facilitating open, honest and constructive debate
among Directors and the effective contribution of all
Directors;
•
ensuring the Company is meeting its responsibilities
to shareholders and wider stakeholders; and
•
engaging with shareholders to ensure that the Board
ha
s a clear understanding of their views.
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rporate governance report
(continued)
Full details of the Chair’s role and responsibilities are
a
vailable on the Company’s website (https://investors.
seraphim.vc/).
Senior Independent Director (‘SID’)
The Company’s SID is Sue Inglis. Her primary
responsibilities as such are to serve as a sounding
board for the Chair, act as an intermediary for other
Directors and be available to respond to shareholders’
concerns if they cannot be resolved through the normal
channels of communication (i.e. through the Chair).
The SID leads the annual performance review of the
Chair and the Board. Full details of the SID’s role and
responsibilities are available on the Company’s website
(https://investors.seraphim.vc/).
Board Committees
The Board has three standing Committees, being
the Audit Committee, Management Engagement
Committee and Remuneration and Nomination
Committee. Given the size of the Board and their
experience, all current Directors are members of
each Committee. The roles and responsibilities of the
Committees are included in their respective Reports on
pages 88 to 96 and the terms of reference of each
Committee are available on the Company’s website
(https://investors.seraphim.vc/). The Committees
review their terms of reference at least annually, with
any proposed changes recommended to the Board
for approval. Committee Chairs attend the Company’s
AGM to answer any questions on their respective
Committee’s activities.
The Board may also establish additional Committees
from time to time to take operational responsibility on
specific matters. These Committees ensure that key
matters are dealt with efficiently.
Investment Manager
The Investment Manager is the Company’s alternative
investment fund manager (the ‘AIFM’) for the purpose of
the EU Alternative Investment Fund Managers Directive
as incorporated into UK legislation. The Investment
Management Agreement dated 22 June 2021 between
the Company and the Investment Manager (the ‘IMA’)
sets out the matters in respect of which the Investment
Manager has authority and responsibility, subject to
the overall control and supervision of the Board. These
include the Investment Manager having full discretion
in relation to the Company’s portfolio management
activities in accordance with its investment policy and
any other restrictions imposed by the IMA or the Board
from time to time. The Investment Manager is also
responsible for promoting the Company’s investment
proposition to professional and retail investors.
In advance of Board meetings, the Investment Manager
provides regular reports, which include operating
updates on the Company’s investments, information
on potential new investment opportunities, cash flow
forecasts and other financial information and other
relevant information. Senior representatives of the
Investment Manager attend Board meetings. The
Investment Manager is responsible for keeping the
Board informed, in a timely manner, of any material
developments arising from its portfolio management
activities or other relevant matters, including interactions
with shareholders and other key stakeholders.
Under the IMA, the Investment Manager is entitled to
management and performance fees, details of which
are included in note 5 to the financial statements on
page 122. The Investment Manager’s appointment is
terminable by the Company or Investment Manager
on not less than 12 months’ notice. The IMA may be
terminated with immediate effect on the occurrence of
certain events.
Administrator/Company Secretary
The Company has appointed the Administrator to
provide fund accounting, company secretarial and
other administrative services. The Administrator’s
responsibilities include:
•
undertaking the day-to-day financial and
a
d
ministration functions of the Company, including
calculation of the NAV and maintenance of the
Company’s accounting and statutory records;
•
providing the company secretarial functions required
by the Companies Act 2006;
• ensuring that the Company complies with applicable
laws, rules and regulations, including laws and
regulations applicable to investment trusts and the
rules of the FCA and London Stock Exchange;
•
advising on governance matters;
• supporting the Board to ensure that it has the policies,
pr
ocesses and information it needs to function
effectively and efficiently;
•
ensuring that Board procedures are followed; and
• facilitating good and timely information flows within
th
e Board and its Committees and between Directors
and the Investment Manager and other service
providers.
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C O R P O R A T E G O V E R N A N C E
In
advance of Board meetings, the Administrator
provides regular reports, which include financial and
other operational information, details of any breaches
or complaints and relevant legal and regulatory,
corporate governance and other technical updates.
The Administrator is responsible for keeping the
Board informed, in a timely manner, of any material
developments regarding matters within the scope of its
role and responsibilities.
board and committee meetings
Regular Board and Committee meetings are scheduled
t
h
roughout the year (Board:four; Audit Committee:eight,
including four valuation meetings; Management
Engagement Committee: one; Remuneration and
Nomination Committee: one). In addition, the Board
and Committees meet between scheduled meetings in
preparation for or to follow-up after scheduled meetings
and any other matters that may arise between scheduled
meetings. The Company also holds an annual strategy
meeting to enable the Directors to consider strategic
matters outside of standard Board meetings.
The Company Secretary assists the Board and
Committee Chairs in agreeing the agenda in sufficient
time before the relevant meeting to allow input from
key stakeholders. Care is taken to ensure that papers
are presented clearly and with the appropriate level of
detail and delivered in a timely manner in advance of the
relevant meeting to ensure the Directors have sufficient
time to prepare properly for the meeting and to make
further enquiries about any matter prior to the meeting,
should they so wish. This also allows any Director who
is unable to attend to submit views in advance of the
meeting.
The Investment Manager, the Administrator and, as
required, the Company’s other key service providers are
expected to be present at formal Board and Committee
meetings unless identified conflicts require otherwise.
The proceedings at all Board and Committee meetings
are fully recorded, including any Director’s concerns, in
the minutes. After each Board and Committee meeting,
the Company Secretary operates a follow-up procedure
to ensure that actions are completed as agreed by the
Board or Committee.
attendance at meetings
The number of scheduled meetings during the year, and the atten
d
ance of the individual Directors at those meetings,
is shown in the table below.
Board
A
udit
Committee
Management
Engagement
Committee
Remuneration
and Nomination
Committee
No. of meetings 4 8 1 2
Will Whitehorn 4 8 1 2
Sue Inglis 4 8 1 2
Angela Lane 4 7
(1)
1 2
Christina McComb 4 8 1 2
(1)
Previously arranged commitments and time-zone challenges prevented attendance at one valuation meeting, but she was able to provide comments
and views in advance of the meeting.
In addition, there were 10 ad hoc meetings during the
year. Typically, all Directors attend ad hoc meetings,
although this is not always feasible or necessary and
Directors who are unable to attend a meeting can
communicate their views ahead of the meeting. The
Board also meets from time to time on an informal basis
to discuss, in particular, developments affecting the
Company and progress on identified workstreams.
board composition and succession
Board composition and independence
A
t
the date of this Report, the Board consists of four
non-executive Directors, all of whom are (and were on
appointment) independent of the Investment Manager.
Each of the Directors is (and was on appointment)
independent when assessed against the circumstances
set out in Provision 13 of the AIC Code.
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(continued)
The current Board was selected to bring a breadth of
professional skills, experience and knowledge relevant
to the Company’s structure and strategy. Three of
the Directors were appointed prior to the IPO and the
fourth joined the Board on 1 January 2022. Details of
the Directors, including their professional skills and
experience, are set out on pages 69 and 70.
The composition of the Board is a fundamental driver of its
success as the Board must provide strong and effective
leadership of the Company without any one individual or
small group dominating the decision-making. The strong
and diverse mix of experienced individuals on the current
Board enables high calibre debate and constructive
challenge. The Board is able to use the professional skills,
experience and knowledge of the individual Directors to
their maximum potential and make decisions that are in
the best long-term interests of the Company.
The Board’s tenure, succession and diversity policies
seek to ensure that the Board continues to be well-
balanced and refreshed from time to time by the
appointment of new Directors with the necessary
professional skills, experience, knowledge and personal
qualities and who can bring fresh perspectives.
Board diversity
In accordance with the FCA’s UK Listing Rule 6.6.6(9),
we are required to disclose on a ‘comply or explain’ basis
whether the Board has met the following targets: (a) at
least 40% of the Board should be women; (b) at least
one of the senior Board positions should be held by a
woman; and (c) at least one member of the Board should
be from a minority ethnic background. The required
disclosures are set out in the tables below and are
based on information provided by individual Directors in
response to a request from the Administrator.
As an externally managed investment company with
solely non-executive Directors, the Company does
not have a chief executive or a chief financial officer
(both being ‘senior positions’ under the relevant FCA
UK Listing Rule) and has no employees. Accordingly,
no disclosures about executive management positions
have been included. However, given the nature of the
Company, the Board considers the Chair of the Audit
Committee to be a senior position and, therefore, we
have added a further (last) column to the prescribed
tables below to show the Board-defined senior positions.
Board gender representation at 30 June 2026
No.
o
f Board
members
Percentage
of the
Board
No. of senior
positions on
Board (Chair, SID)
No. of Board-defined
senior positions
(Chair, SID, Audit
Committee Chair)
Men 1 25% 1 1
Women 3 75% 1 2
Other categories – – – –
Not specified/prefer not to say – – – –
Board ethnicity representation at 30 June 2026
No.
o
f Board
members
% of the
Board
No. of senior
positions on
Board (Chair, SID)
No. of Board-defined
senior positions
(Chair, SID, Audit
Committee Chair)
White British or other White
(i
ncluding minority-white groups) 4 100 2 3
Mixed/Multiple Ethnic groups – – – –
Asian/Asian British – – – –
Black/African/Caribbean/Black British – – – –
Other Ethnic group, including Arab – – – –
Not specified/prefer not to say – – – –
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As
shown in the tables above, the Board has met the
gender-based diversity targets but has not met the
ethnicity-based diversity target. The Board supports the
principle of boardroom diversity, of which gender and
ethnicity are important aspects. The Company’s policy
is that the Board should be comprised of Directors who
collectively display the necessary balance of professional
skills, experience, knowledge, perspectives and length
of service and that appointments to the Board should
be made on merit, against objective selection criteria,
including diversity in its broadest sense.
The objective of the Company’s diversity policy is to
have a broad range of professional skills, experience,
knowledge backgrounds, approaches and length of
service represented on the Board. The Board believes
that this ensures that there is a breadth of perspectives
among the Directors and the challenge needed to
support good decision-making and, ultimately, will make
the Board more effective in promoting the long-term
sustainable success of the Company and generating
value for shareholders. Consequently, achieving a
diversity of perspectives and backgrounds on the Board
is a key consideration in any Director search process.
As part of its 2025 annual performance review of the
Board, the Remuneration and Nomination Committee
debated whether it would be in shareholders’ interests
to recruit a Director that would allow the Board to meet
the ethnicity-based diversity target referred to above
and concluded that, based on the Company’s then
size, a Board of four Directors was appropriate and,
accordingly, the recruitment of an ethnically diverse
Director would either require an existing Director to
stand down (noting all Directors had been in office for less
than five years) or add additional cost for the Company.
The Remuneration and Nomination Committee further
concluded that shareholders’ interests would not be
best served by recruiting a Director at that stage solely
for the purpose of meeting the FCA’s ethnicity-based
diversity target.
As explained in its Report on page 95, the Remuneration
and Nomination Committee has since decided to
initiate the process of recruiting an additional Director
to the Board. Ethnic representation will be an important
consideration in the recruitment process but, in
accordance with the Company’s diversity policy, the
appointment will be made on merit with the objective of
enhancing the overall capability and skill set of the Board.
Appointments to the Board
The Remuneration and Nomination Committee reviews
at least annually the composition of the Board and its
Committees, including the balance of professional
skills, experience, knowledge, diversity (including age,
gender, social and ethnic backgrounds and cognitive and
personal strengths) and length of service, and makes
recommendations to the Board when it considers that a
new Director should be recruited.
Once a decision has been taken by the Board to recruit
a new Director, the Remuneration and Nomination
Committee oversees the recruitment process. At the
outset, the Committee reviews the current balance
and diversity of the Board, identifies any specific
professional skills, experience, knowledge and personal
qualities that are required to ensure the continued
effective operation of the Board and then sets objective
selection criteria to ensure a formal and transparent
appointment process. The Remuneration and
Nomination Committee intends to use non-executive
director recruitment consultants when recruiting
new Directors. Following the creation of a shortlist
of candidates, the decision-making process will be
based on merit, with due consideration of the objective
selection criteria identified.
When considering new appointments, the Remuneration
and Nomination Committee also takes into account
other demands on the candidates’ time. In advance of
joining the Board, successful candidates will be asked
to confirm any existing significant commitments with
an indication of the time involved and to confirm that
they are able to allocate sufficient time to the business
of the Company and that there are no situations where
they have, or could have, a direct or indirect interest
that conflicts, or possibly could conflict, with the
Company’s interests.
Directors are not appointed for any specific term and
are subject to election at the first AGM following their
appointment and, thereafter, annual re-election at
AGMs and may resign by notice in writing to the Board
at any time. At the time of appointment, a new Director
receives a letter of appointment that sets out their duties
and obligations. Copies of the letters of appointment of
the current Directors are available for inspection at the
Company’s registered office and at each AGM.
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Board induction and training
New Directors receive an induction on joining the Board
covering the Company’s strategy, policies, operational
structure and governance, which is coordinated by
the Company Secretary. In addition, new Directors are
briefed fully about the Company’s strategy and portfolio
by the Investment Manager.
The Company Secretary is charged with assisting in
the ongoing training and development of all Directors,
including providing the Directors with details of the
Company’s regulatory and statutory obligations (and
changes thereto). Directors are able to receive training or
additional information on any specific subject pertinent
to their role as a Director that they request or require.
The Directors are encouraged to participate in relevant
industry events and to attend any other relevant seminars
and conferences, if necessary, at the Company’s expense.
Information and support
To enable the Board to function effectively and the
Directors to discharge their responsibilities, the
Directors are regularly updated on investment,
financial, investor and other stakeholder engagement
and other matters. In addition to periodic reporting
at scheduled Board and Committee meetings, the
Directors receive, and may request, ad hoc information
from the Investment Manager, Administrator and other
key service providers.
The Directors have access to the advice and
services of the Administrator. In addition, there is a
procedure in place for Directors to take independent
professional advice at the Company’s expense should
this be required to aid them in their duties. No such
independent professional advice was sought during
the year under review.
Time commitment
All Directors are aware of the need to allocate sufficient
time to the Company in order to discharge their
responsibilities effectively. Directors must obtain prior
approval from the Board when they take on any additional
external appointments and it is their responsibility to
ensure that such appointments will not prevent them
meeting their time commitments to the Company.
Election and re-election by shareholders
Directors are required to stand for election at the
first AGM following their appointment and for annual
re-election at each subsequent AGM. Directors’
appointments are reviewed by the Remuneration and
Nomination Committee ahead of their submission
for election or re-election, with submission being
contingent on satisfactory performance and their
willingness to continue to act.
If, at a general meeting at which a Director retires, the
Company neither re-elects that Director nor appoints
another person to the Board in the place of that Director, the
retiring Director shall, if willing to act, be deemed to have
been re-elected unless at the general meeting it is resolved
not to fill the vacancy or a resolution for the re-election of
the Director is put to the meeting and not passed.
All of the Directors will retire at the forthcoming AGM and
are willing to continue to act. Having considered their
effectiveness, demonstration of commitment to the role,
attendance at meetings and contribution to the Board’s
and Committees’ deliberations, the Board has approved
the nomination for re-election of all of the Directors.
Board tenure
The Board’s policy on Director, including Chair, tenure
is that a Director should normally serve no longer than
nine years but, where it is in the best interests of the
Company, its shareholders and other stakeholders, a
Director may serve for a limited time beyond that.
The Board believes that the continuity of experience
and knowledge of its Directors is important and that
a suitable balance requires to be struck with the need
for refreshing the professional skills and experience
of the Board. The Board believes that some limited
flexibility in its approach to Director, including Chair,
tenure will enable it to manage succession planning
more effectively.
Succession planning
The Remuneration and Nomination Committee is
responsible for succession planning and its approach to
succession planning is explained in its Report on page96.
annual performance review and
ev
a
luations
Board, Committees, Chair and individual Directors
Details on the annual performance review of the
Board, its standing Committees, the Chair and
individual Directors, conducted by the Remuneration
and Nomination Committee, are included in that
Committee’s Report on page 95. Having considered the
Committee’s report and recommendations, the Board
accepted all the Committee’s recommendations.
corporate governance report
(c
ontinued)
86
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e
raphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
Th
e Company became a FTSE 250 Index constituent
in June 2026. Accordingly, it is anticipated that an
externally facilitated Board performance review will be
undertaken in or before 2029.
Investment Manager
Details on the annual evaluation of the Investment
Manager, conducted by the Management Engagement
Committee, are included in that Committee’s Report on
pages 92 and 93. Having considered the Committee’s
report and recommendations, the Board believes that
the continued appointment of the Investment Manager
on the terms agreed is in the interests of shareholders
as a whole.
Administrator and other key service providers
Information on the annual evaluations of the
Administrator and other key service providers is
included in the Management Engagement Committee
Report on page 93. Having considered the Committee’s
report and recommendations, the Board accepted all
the Committee’s recommendations.
risk management and internal
c
o
ntrols
A critical factor in achieving the long-term sustainable
success of the Company is understanding the risks
that the Company faces and ensuring that controls are
in place to manage and mitigate them. The Company’s
principal and emerging risks, together with details of
how we seek to manage and mitigate them, are set out in
the Strategic Report on pages 52 to 58. The Company’s
financial risks are discussed in note 15 to the financial
statements on pages 131 to 139.
Responsibility for risk management and internal
controls
The Board is responsible for determining the nature
and extent of the principal and emerging risks the
Company is willing to take in order to achieve its long-
term strategic objectives. The Board is also responsible
for maintaining the Company’s systems of risk
management and internal controls (such as financial,
operational, reporting and compliance controls).
Risk management and internal control systems
The Board, through the Audit Committee, has
established, in conjunction with the Investment
Manager and Administrator, an ongoing process that is
designed to identify, manage and mitigate on a timely
basis both the principal and emerging risks inherent to
the Company’s business and activities and safeguard
the Company’s assets. The process takes into account
that the Company has delegated its day-to-day activities
to the Investment Manager and Administrator and
has clearly defined their roles, responsibilities and
authorities. The Investment Manager, which is regulated
by the FCA, and Administrator have their own risk
management and internal control systems that operate
on an ongoing basis. The Administrator has an annual
type 2 report produced under the International Standard
on Assurance Engagements (ISAE) 3402, which entails
an independent rigorous examination and testing of its
controls and processes.
The Company has a risk-based approach to risk
management and internal controls through a detailed
matrix that identifies each of the key risks associated
with the Company’s business and activities and the
controls employed to mitigate those risks. Accordingly,
the process seeks to manage rather than eliminate
the risk of failure to achieve the Company’s business
objectives and provides reasonable, but not absolute,
assurance against material misstatement or loss.
The Audit Committee is responsible for monitoring and
regularly reviewing the Company’s risk management
and internal control framework, including the risk matrix,
and reports its findings and conclusions to the Board.
Where changes in risk are identified during the year, the
risk matrix is updated as appropriate and an assessment
made as to whether further action is required to manage
and/or mitigate the changes identified and then the
updated risk matrix is recommended by the Audit
Committee to the Board for approval.
The Board, either directly or through the Audit
Committee, oversees the ongoing performance and
actions of the Investment Manager and Administrator
at scheduled meetings and, as required, at ad hoc
meetings. At the scheduled Board and Audit Committee
meetings, the Investment Manager reports on
the performance and valuation of the Company’s
investments, activities since the last scheduled
meetings, any specific new or merging risks identified
relating to the Company’s investment activities and
cash projections and the Administrator reports on the
Company’s corporate activity and financial, compliance,
governance, legal and regulatory matters. The Board
also receives updates from the Investment Manager
and Administrator on material developments affecting
the Company’s business, activities or investments
between scheduled Board meetings.
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co
rporate governance report
(continued)
The Board, Investment Manager and Administrator,
together, review all financial performance and results
notifications. In addition, the Investment Manager
reports to the Board twice a year regarding the
Company’s longer-term viability, which includes
financial sensitivities and stress testing of the business
to ensure that the adoption of the going concern basis
continues to be appropriate.
The Company is ultimately dependent upon the quality
and integrity of the management and staff of the
Investment Manager and Administrator. In each case,
qualified and able individuals have been selected at all
levels. The Investment Manager and Administrator are
aware of the Company’s risk management and internal
controls relevant to their activities and are collectively
accountable for the operation of those controls.
Each year a detailed review of the quality of services and
performance of the Investment Manager, Administrator
and other key service providers pursuant to their terms
of engagement is undertaken by the Management
Engagement Committee.
The Company’s risk management and internal control
systems accord with the AIC Code and the FRC’s
‘Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting’ and did not
change materially throughout the year and up to the
date of this Report.
Effectiveness of risk management and internal
controls
The AIC Code requires the Board to review the
effectiveness of the Company’s systems of risk
management and internal controls at least annually.
At its October 2026 meeting, the Audit Committee
carried out an annual assessment of the Company’s
risk management and internal controls for the year
ended 30 June 2026 and took into account events since
the year end. The Committee determined that the risk
management and internal controls were operating
effectively and as expected.
Based on the ongoing work of the Audit Committee
in monitoring the risk management and internal
control systems on behalf of the Board and the Audit
Committee’s report to the Board on its findings and
conclusions regarding those systems, the Board:
•
is satisfied that it has carried out a robust
a
ssessment of the principal and emerging risks
facing the Company, including those that could
threaten its business model, future performance,
solvency, liquidity or reputation; and
•
has reviewed the adequacy and effectiveness of the
ri
sk management and internal control systems and no
significant failings or weaknesses were identified.
internal audit function
For the reasons stated in the Audit Committee Report
on page 90, the Board does not currently consider that
an internal audit function is required.
relations with shareholders
and o
ther stakeholders
We place great importance on communication with
shareholders and potential investors, as well as with
the Investment Manager, Administrator and other key
stakeholders. Details of our engagement with all of the
Company’s key stakeholders and examples of how
we had regard to those stakeholders in our decision-
making processes during the year are set out in the
Strategic Report on pages 62 to 67. In addition, the
Chairs of the Board’s standing Committees will seek to
engage with shareholders on significant matters related
to their areas of responsibility.
The Board recognises that relationships with service
providers and other suppliers are enhanced by prompt
payment and the Administrator, in conjunction with
the Investment Manager, ensures all payments are
processed within the contractual terms agreed with
individual suppliers.
approval
This Corporate Governance Report was approved by
t
h
e Board on 14 October 2026.
On behalf of the Board:
dr will whitehorn obe
C
hair
14
October 2026
88
S
eraphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
angela lane
I
am pleased to present my report as Chair of
the Audit Committee. All Board members are
also members of the Committee.
The Committee members have considerable business
a
n
d financial experience. In particular, I am a Fellow of
the Institute of Chartered Accountants in England and
Wales. The AIC Code permits the Chair of the Board to be
a member of the Committee and the Board believes that
Will Whitehorn’s SpaceTech industry experience and
knowledge is a significant benefit to the Committee. The
Board considers that the membership of the Committee
as a whole has sufficient recent and relevant sector and
financial experience to discharge the responsibilities
of the Committee. All members of the Committee are
independent of the Company’s Auditor, Investment
Manager and Administrator.
The role of the Committee is to assist the Board
in protecting shareholders’ interests through fair,
balanced and understandable financial reporting,
ensuring effective risk management and internal
controls and maintaining an appropriate relationship
with the Company’s Auditor. The Committee operates
to a forward-planned agenda linked to the Company’s
financial calendar. The Committee meets eight times
a year (four valuation meetings and four meetings to,
amongst other matters, approve the quarterly NAVs)
and at such other times as the Committee Chair
shall require.
Representatives of the Investment Manager and
A
dministrator attend Committee meetings and the
Committee Chair may invite other external specialists
as and when deemed appropriate. The Auditor attends
the Committee meetings at which the interim and year
end valuations and Annual Report are considered
and such other meetings as may be agreed with the
Committee Chair. At least once a year the Committee
meets with the Auditor without any representative of the
Investment Manager or Administrator being present.
The Committee’s authority and duties are clearly defined
in its written terms of reference which are available on
the Company’s website (https://investors.seraphim.vc/).
The terms of reference include all matters indicated
by the FCA’s Disclosure Guidance and Transparency
Rule 7.1 and the AIC Code. The terms of reference are
reviewed at least annually.
Key responsibilities
•
Scrutinising and, where appropriate,
c
h
allenging the Investment Manager’s
proposed valuations of SSIT’s private
company investments.
•
Monitoring the integrity of SSIT’s financial
reporting and, where appropriate, challenging
the financial reporting judgements of the
Investment Manager and Administrator.
•
Monitoring the adequacy and effectiveness of
SSIT’s risk management and internal control
framework.
•
Considering the ongoing assessment of SSIT
as
a going concern and of its longer-term
viability.
•
Appointing the Auditor, approving its
remuneration, monitoring the extent of any
proposed non-audit services and generally
overseeing the relationship.
•
Monitoring the Auditor’s independence,
ob
jectivity and effectiveness.
•
Reviewing the performance and quality of the
Auditor’s audit work.
•
Reporting to the Board on the main matters
discussed at Committee meetings and
making recommendations as appropriate.
audit committee report
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principal activities
The Committee met eight times during the year and two
t
imes in the subsequent period to the date of this Report.
In addition, there was ongoing liaison and discussion
between the Auditor (BDO LLP), Investment Manager,
Administrator and me with regard to the audit approach and
progress and other matters pertinent to the Committee.
The main matters reviewed and discussed at the
Committee’s meetings included:
•
the Investment Manager’s valuation approach and the
qu
arterly valuations of the Company’s investments
prepared by the Investment Manager;
•
SSIT’s key risks, including emerging risks, and its risk
matrix;
•
the adequacy and effectiveness of the Company’s risk
management and internal control systems;
•
SSIT’s costs budget and costs incurred relative to
budget;
•
SSIT’s ability to continue as a going concern and its
lo
nger-term viability;
•
SSIT’s periodic financial statements, including
accounting policies;
•
the format and content of the Annual and Interim
Reports, associated results announcements and
related matters;
•
whether there is a need for an internal audit function;
•
the Financial Reporting Council’s latest Annual Review
of
Audit Quality, including the appendix relating to
BDO LLP;
•
the Auditor’s independence, fee and terms of
engagement;
•
the audit plan of the Auditor and its implementation;
and
•
planning for the implementation of Provision 34 of the
AIC Code with effect from the Company’s financial
year starting on 1 July 2026.
significant areas of judgement
The most significant risk of misstatement of the
Co
mpany’s financial statements relates to the valuations
of its private company investments, which are held at fair
value through profit or loss and represent a significant
proportion of the Company’s net assets (80.0% as
at 30 June 2026), as the valuation process includes
the use of estimates, assumptions and judgements.
Whilst the Administrator calculates the NAV, the most
significant input to calculating the NAV is the valuations
of the Company’s investments, which are prepared by
the Investment Manager. Accordingly, there is also an
inherent risk of management override as the Investment
Manager’s performance fee is calculated based on NAV
(see note 5 to the financial statements on page 122 for
details of the performance fee). Valuations are subject
to review by the Committee and approval by the Board.
The Company’s private company investments are
predominantly early or growth stage companies.
Valuations are prepared in accordance with the IPEV
Valuation Guidelines and the Investment Manager’s
valuation policy, which is formally reviewed by the Audit
Committee on at least an annual basis and is approved
by the Board. The Investment Manager’s approach
to valuation of investments is outlined in its Report on
page 21 and notes 2 and 9 to the financial statements on
pages 119 to 120 and 125 to 129 respectively.
On a quarterly basis, the Investment Manager provides
a detailed analysis of the proposed valuations of the
Company’s investments with supporting materials.
These are initially reviewed and discussed in detail by the
Committee at a valuation meeting and the Committee,
as necessary, challenges the analysis and supporting
materials, including the methodology and integrity of
the valuations, and may request additional information.
The final proposed valuations are then considered by
the Committee at its meeting to approve the quarterly
NAV. Once the Committee has satisfied itself that the
key estimates, assumptions and judgements used in
the valuations are appropriate and that the investments
have been fairly valued, it recommends the valuations
for approval by the Board.
The Auditor has explained the results of its audit work
on valuations in its Report on pages 103 to 110. There
were no adjustments proposed that were material in the
context of this Annual Report as a whole.
risk management and internal
c
ontrols
Under the AIC Code, the Board is required to establish
procedures to manage risk, oversee the internal control
framework and determine the nature and extent of the
principal risks the Company is willing to take in order to
achieve its long-term strategic objectives. A principal
role of the Committee is to assist the Board in this regard.
audit committee report
(continued)
90
S
eraphim Space Investment Trust PLC
audit committee report
(c
ontinued)
C O R P O R A T E G O V E R N A N C E
Details of the Company’s risk management and internal
controls framework are set out under ‘Principal Risks
and Uncertainties’ on pages 52 to 58. The Company’s
principal and emerging risks, together with details of how
the Board seeks to manage and mitigate them, are also
set out under ‘Risk and Risk Management’ on page 51.
The Committee continued to monitor the effectiveness
of the Company’s risk management and internal control
framework during the year, making changes as required.
The AIC Code requires the Board to review the
effectiveness of the Company’s risk management
and internal controls systems at least annually. At its
October 2026 meeting, the Committee carried out an
annual assessment of the Company’s risk management
and internal control systems for the year ended 30 June
2026 and took into account events subsequent to the
year end. No significant weaknesses in the systems
were identified and the Committee concluded that they
were operating effectively and as expected.
financial reporting
The primary role of the Committee in relation to financial
r
e
porting is to review, with the Administrator, Investment
Manager and, in the case of the Annual Report, Auditor,
and report to the Board on the integrity of the financial
statements and the appropriateness of the Annual
or Interim Report, as appropriate, concentrating on,
amongst other matters:
•
the quality and acceptability of accounting policies
a
n
d practices;
•
the clarity of the disclosures and compliance with
financial reporting standards and relevant financial
and governance reporting requirements;
•
material areas in which significant judgements are
applied or where there have been discussions with the
Auditor, including the valuation of unlisted investments
and going concern and viability statements;
•
the Company’s longer-term viability;
•
whether the strategic report in the Annual Report
in
cludes a fair review of the development and
performance of the business and financial position of
the Company, together with a description of the principal
and emerging risks and uncertainties that it faces; and
•
whether the Annual Report, taken as a whole, is
fa
ir, balanced and understandable and provides the
information necessary for shareholders to assess
the Company’s position and performance, business
model and strategy.
To aid its review, the Committee considers reports
from the Administrator and Investment Manager and, in
relation to the Annual Report, the report from the Auditor
on the outcome of its annual audit. Information on the
assessment of the Company’s longer-term viability is
set out in the Strategic Report on pages 58 and 59.
Having completed a comprehensive review of this Annual
Report and made enquiries of the various parties involved
in its preparation, the Committee concluded that this
Annual Report, taken as a whole, is fair, balanced and
understandable and provides the necessary information
for shareholders to assess the Company’s financial
position, performance, business model and strategy. The
Committee reported its conclusion to the Board.
internal audit
The Committee considers at least once a year whether
t
h
ere is a need for an internal audit function. Currently,
the Committee does not consider there to be a need for
an internal audit function on the basis that the Company
has no employees and all outsourced functions are
with parties who have their own internal controls and
procedures. The Management Engagement Committee
regularly reviews the performance of the Investment
Manager, Administrator and other key service providers
and their risk and control processes.
auditor
BDO LLP was appointed as the Company’s Auditor
f
o
llowing its incorporation. The reappointment of the
Auditor is subject to annual shareholder approval at the
AGM. There are no contractual obligations restricting
the choice of Auditor and the Company will put the
audit services contract out to tender at least every
10 years. In accordance with professional guidelines,
the Company’s statutory auditor will be rotated at least
every five years. Eran Wieder, the Company’s current
statutory auditor, has now completed his fifth year in the
role and will be replaced by Peter Smith following the
completion of this audit.
To form a view on audit quality and the effectiveness
of the external audit process, the Committee reviewed
and considered:
•
the Auditor’s fulfilment of the agreed audit plan and
v
a
riations from it;
•
discussions or reports highlighting the major issues
th
at arose during the course of the audit;
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au
dit committee report
(continued)
• the Committee’s own observations and interactions
with the Auditor and feedback from the Administrator
and Investment Manager on the performance of the
audit team, including:
–
the audit team’s understanding of the Company’s
bu
siness and activities;
–
the level of diligence, professional scepticism and
challenge offered by the audit team;
–
the technical competence, skills, experience and
overall quality of the audit team;
–
the timeliness of delivering the tasks required for the
au
dit and reporting to the Committee;
–
the overall quality of the service; and
–
the overall robustness of the audit.
Following this review, the Audit Committee was
satisfied that BDO LLP had carried out its duties in a
diligent and professional manner and provided a high
level of service.
The Committee monitors the Auditor’s independence
through three aspects of its work:
•
its policy regulating the non-audit services that may
b
e p
rovided by the Auditor to the Company;
•
assessing the appropriateness of the fees paid to the
Auditor for all work undertaken by it; and
•
reviewing the information and assurances provided
by the Auditor on its compliance with the relevant
ethical standards.
Details of the audit fees paid to BDO LLP in respect of
the year under review and the prior year are set out in
note 6 to the financial statements on page 123. During
the last three financial years, there were no payments
made to BDO LLP for non-audit services.
The Committee considered BDO LLP to be independent
of the Company. BDO LLP confirmed that all its partners
and staff involved with the audit were independent of
any links to the Company and that these individuals had
complied with BDO LLP’s ethics and independence
policies and procedures which are fully consistent with
the Financial Reporting Council’s Ethical Standards.
The Committee also considered the findings regarding
BDO
LLP in the FRC’s 2026 Annual Review of Audit
Quality. The FRC concluded that BDO LLP’s inspection
results continue to be lower than for the other largest
firms. However, following discussions with BDO LLP,
the Committee was satisfied that BDO LLP was
committed to addressing the issues identified by the
FRC with urgency and transparency and that those
issues were not directly relevant to the process for
auditing the Company’s financial statements. Further,
the Committee has recommended to the Board that
BDO LLP be reappointed as Auditor for the year ending
30 June 2027. Accordingly, a resolution proposing the
reappointment of BDO LLP as the Auditor will be put to
shareholders at the 2026 AGM.
In line with the recommendations under the Audit
Committees and the External Audit – Minimum Standard,
as published by the FRC, the Committee will continue to
monitor the performance of the Auditor on an annual
basis and will consider its independence and objectivity,
taking account of appropriate guidelines. In addition,
the Committee Chair will continue to maintain regular
contact with the lead audit partner outside the formal
Committee meeting schedule, not only to discuss formal
agenda items for upcoming meetings, but also to review
any other significant matters.
annual review of committee
The Audit Committee’s composition and performance
a
re assessed annually as part of the Board’s annual
performance review undertaken by the Remuneration
and Nomination Committee (see the Remuneration
and Nomination Committee Report on pages 94 to 96
for further information). Having completed the annual
performance review in May 2026, the Remuneration
and Nomination Committee concluded that the Audit
Committee had the right balance of membership in
terms of breadth of professional skills, experience
and knowledge relevant to the Company’s structure
and strategy and was operating effectively with the
appropriate level of diligence and challenge.
approval
This Audit Committee Report was approved on
1
4
October 2026.
On behalf of the Committee:
angela lane
A
udit Committee Chair
14
October 2026
92
S
eraphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
management eng
agement
committee report
christina mccomb oBE
I
am pleased to present my report as Chair of the
Management Engagement Committee. All Board
members are also members of the Committee.
The Committee’s authority and duties are clearly defined
i
n its written terms of reference which are available on
the Company’s website (https://investors.seraphim.vc/).
The terms of reference are reviewed at least annually.
The Committee meets once a year and at such other
times as the Committee Chair shall require. It met once
during the year.
Key responsibilities
•
Evaluating the performance of the Investment
M
a
nager.
•
Considering the merit of obtaining an
in
dependent appraisal of the Investment
Manager’s services.
•
Reviewing the terms of the Investment
Management Agreement, including the
methodology and level of the fees payable to the
Investment Manager.
•
Evaluating the performance of SSIT’s other key
service providers (except for the Auditor) and
whether those service providers deliver value
for money services.
•
Assessing whether the culture, policies and
pr
actices of the Investment Manager and other
key service providers are consistent with good
risk management, compliance and regulatory
frameworks.
•
Reporting to the Board on the main matters
di
scussed at Committee meetings and making
recommendations as appropriate.
principal activities during the year
E
valuation of the Investment Manager
Th
e performance of the Investment Manager is
considered at every Board meeting, with a formal
evaluation by the Committee at least once each year.
To assist in ongoing monitoring, the Board receives
detailed reports and views from the Investment
Manager on the Company’s investment strategy,
investment portfolio and pipeline (including associated
risks) and investment
performance.
The Committee met in May 2026 for the purpose of the
formal annual evaluation of the Investment Manager’s
performance and to review the terms of the Investment
Management Agreement (details of which are included
under ‘Investment Manager’ on page 81 and in note 5
to the financial statements on page 122), including the
fee and notice to terminate provisions. The Committee
reviewed a detailed questionnaire completed by the
Investment Manager, which included sections on the
Investment Manager’s systems, controls and policies.
The results of the detailed questionnaire completed
by the Directors and the Investment Manager in
connection with the annual Board performance review,
to the extent that they were relevant to the Investment
Manager evaluation, were also reviewed. Other factors
reviewed included:
•
depth, quality and continuity of the Investment
M
a
nager’s team responsible for the Company;
•
investment results achieved to date;
•
the Investment Manager’s engagement with the
Bo
ard, investors and other key stakeholders;
•
the Investment Manager’s ongoing commitment to
promoting the Company;
•
the Investment Manager’s compliance with
contractual arrangements and duties, including
compliance with the Company’s investment policy;
•
the methodology and level of the management
an
d performance fees (see note 5 to the financial
statements on page 122 for details) having regard to
those of comparable listed investment companies;
and
•
the Investment Manager’s culture and its strategy and
g
oals for developing its business.
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ma
nagement engagement committee report
(continued)
Following its review, the Committee concluded that the
Investment Manager was performing well against the
requirements set by the Board and that it was satisfied,
in all material respects, with the services provided
by, performance of and support from the Investment
Manager and also with the interaction between the
Board and the Investment Manager.
The Committee concluded that, in its opinion, the
continuing appointment of the Investment Manager
on the terms agreed was in the best interests of
shareholders as a whole and recommended this to
the Board. The Board agreed with the Committee’s
recommendation and approved the continuing
appointment of the Investment Manager on the
terms agreed.
Evaluation of other key service providers
The performance of the Company’s other key service
providers is monitored by the Board on an ongoing
basis and formally evaluated by the Committee at least
once a year, with a key focus on the Administrator and
Company Secretary.
At its meeting in May 2026, the Committee undertook
the formal annual evaluation of the other key service
providers’ performance and reviewed their respective
remuneration. The Committee reviewed the detailed
questionnaires completed by the other key service
providers, which included sections on their systems,
controls and policies. In most instances, relationships
with the other key service providers are managed
by the Investment Manager and/or Administrator
and Company Secretary on behalf of the Board and
the Committee considered feedback received from
them regarding the levels of service provided by, and
relationships with, the other key service providers.
The Committee was satisfied, in all material respects,
with the levels of service provided by the other key
service providers. The Committee concluded that, in
its opinion, the continuing appointments of the other
key service providers on the terms agreed remained
appropriate and in the best interests of the Company
and recommended this to the Board. The Board agreed
with the Committee’s recommendations and approved
the continuing appointments of the other key service
providers on the terms agreed.
annual review of committee
The Management Engagement Committee’s
c
o
mposition and performance are assessed as part
of the Board’s annual performance review undertaken
by the Remuneration and Nomination Committee
(see the Remuneration and Nomination Committee
Report on pages 94 to 96 for further information).
Having completed the annual performance review
in May 2026, the Remuneration and Nomination
Committee concluded that the Management
Engagement Committee had the right balance of
membership and was discharging its duties effectively.
approval
This Management Engagement Committee Report was
a
p
proved on 14 October 2026.
On behalf of the Committee:
Christina McComb oBE
M
anagement Engagement Committee Chair
14
October 2026
94
S
eraphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
remunera
tion and nomination
committee report
sue inglis
I
am pleased to present my report as Chair of
the Remuneration and Nomination Committee.
All Board members are also members of
the Committee. Individual Directors are not
involved in decisions connected with their own
appointments and remuneration.
The Committee’s authority and duties are clearly defined
i
n
its written terms of reference which are available on
the Company’s website (https://investors.seraphim.vc/).
The terms of reference are reviewed at least annually.
The Committee meets once a year and at such other
times as the Committee Chair shall require. It met twice
during the year.
Key responsibilities
•
Developing and reviewing the Directors’
re
muneration policy and policies on Board
tenure and diversity.
•
Reviewing the Directors’ remuneration levels
and considering the need to appoint external
remuneration consultants.
•
Reviewing outside commitments of the
Directors.
•
Reviewing the performance of the Board,
it
s Committees and the Directors and
considering whether Directors should be
recommended for election or re-election.
•
Reviewing the composition of the Board and
its Committees, including the balance of
professional skills, experience, knowledge,
diversity (including gender, social and ethnic
backgrounds and cognitive and personal
strengths) and length of service.
•
Formulating succession plans for the
Di
rectors consistent with the Company’s
policies on Board tenure and diversity.
•
Identifying, evaluating and recommending
candidates for new Board appointments.
•
Reporting to the Board on the main matters
discussed at Committee meetings and
making recommendations as appropriate.
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nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
principal activities during
the
year
Annual performance review of Board,
Co
mmittees and Directors
The Committee ensures that there is a formal and
rigorous annual review of the performance of the
Board, its standing Committees, the Chair and other
individual Directors.
The review, which was facilitated by the Company
Secretary and undertaken during May 2026,
consisted of performance appraisals, questionnaires
and discussions to determine effectiveness and
performance in various areas. The areas considered
included (a) the composition, knowledge, professional
skills and independence of the Board and its standing
Committees, (b) governance and processes, (c) the
contributions of individual Directors to the work of the
Board and its standing Committees, (d) the relationships
and communication between the Directors, as well
as between the Board and the Investment Manager,
the Administrator and other key service providers,
(e) investment matters, (f) shareholder engagement,
(g) delivering shareholder value and (h) key priorities for
the financial year ending 30 June 2027. The Committee
also sought the views of the Investment Manager as
part of the review process. The performance review
of the Chair was led by me as the Company’s Senior
Independent Director and Chair of the Committee.
Following consideration and discussion of the
performance review results, the Committee concluded,
at its scheduled meeting in May 2026, that:
• each Director continued to be independent in
c
h
aracter and judgement, their professional skills,
experience and knowledge were a significant benefit
to the Board and its Committees and they had
demonstrated their ability to commit the time required
to fulfil their responsibilities;
•
the Directors (individually and collectively as the
B
o
ard and members of the Committees) had been
operating effectively;
•
the Board and each of its Committees had a good
balance of relevant professional skills, experience and
knowledge relevant to the Company’s structure and
strategy; and
•
there were no specific additional training requirements
fo
r any of the Directors.
The Committee was cognisant that the Board does not
currently have at least one member from a minority
ethnic background (contrary to the FCA’s target
for listed companies) and had a robust debate as to
whether to recruit specifically an ethnically diverse
Director in the near future. The Committee also noted
that all Directors had been in office for approximately
five years. Given the Company’s potential inclusion
in
the FTSE 250 Index later in the year and as part of
the Committee’s succession planning discussions, the
Committee concluded a Board of four Directors was no
longer appropriate and, accordingly, the recruitment
of an additional Director should be initiated, with
the intention of appointing a fifth Director during the
current financial year. The Committee supports the
principle of boardroom diversity, including ethnic
diversity, and ethnic representation will be an important
consideration during the recruitment process for
the new Director. However, in accordance with the
Company’s diversity policy, the appointment will be
made on merit, with due consideration of the objective
selection criteria identified.
The Committee agreed that the proposed re-
election of each Director at the 2026 AGM should be
recommended.
The Committee made recommendations to the Board
based on the outcome of its deliberations.
Annual review of Directors’ remuneration
Details of the annual review of Directors’ fees and its
outcome can be found in the Directors’ Remuneration
Report on pages 97 to 100.
Other routine activities
The Committee also reviewed:
•
the Board’s policies on diversity and Board tenure
a
n
d recommended them to the Board for approval
(see ‘Board diversity’ on pages 83 and 84 and ‘Board
tenure’ on page 85 for details of these policies, as
approved by the Board);
•
the Board’s succession plan; and
•
the Directors’ remuneration policy, which is set out
in
the Directors’ Remuneration Report on pages 97
to 100.
remuneration and nomination committee report
(continued)
96
S
eraphim Space Investment Trust PLC
remuneration and nomination committee report
(c
ontinued)
C O R P O R A T E G O V E R N A N C E
succession planning
The tenure of all Directors, including the Chair, is
ex
pected not to exceed nine years unless exceptional
circumstances warrant, such as to allow for phased
retirements of the current Directors who were all
appointed at, or shortly after, the Company’s IPO in
2021. The Committee considers succession planning
annually and has developed a succession plan that
seeks to achieve an appropriate balance between
preservation of experience and knowledge and bringing
in fresh ideas and perspectives and is consistent with the
Company’s policies on Board tenure and diversity. The
succession plan envisages that there may be temporary
increases in the number of Directors to ensure an orderly
handover of, in particular, the roles of Chair and Chair of
the Audit Committee. Notwithstanding the succession
plan, the continuation of each Director’s term remains
subject to annual shareholder approval.
The aim of the Company’s succession plan is:
•
to preserve continuity by phasing the retirement of the
c
u
rrent Directors so that they do not all retire at once
after serving nine years; and
•
to ensure the necessary balance of professional skills,
experience, perspectives and length of service is
maintained.
In line with our commitment to robust governance and
continuity, we anticipate the succession of the original
Directors will be staggered and take place in the coming
years to ensure a seamless transition whilst maintaining
the strategic direction of the Company. The process
for recruiting additional Directors is described under
‘Appointments to the Board’ on page 84.
annual review of committee
The Committee’s composition and performance are
a
s
sessed as part of the annual Board performance
review. As noted above, the last review process
was completed in May 2026, with the Committee
concluding it was operating effectively with the right
balance of membership and professional skills.
approval
This Remuneration and Nomination Committee Report
wa
s approved on 14 October 2026.
On behalf of the Committee:
sue inglis
R
emuneration and Nomination Committee Chair
14
October 2026
97
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nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
This Report has been prepared by the
Di
rectors in accordance with the requirements
of the Companies Act 2006 and the Large
and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008. By
law, the Company’s Auditor is required to audit
certain of the disclosures provided in this Report.
Where disclosures have been audited, they are
indicated as such.
annual statement from the chair
of the board
The Company’s remuneration policy, which is set out
b
e
low, is subject to shareholder approval every three
years or sooner if an alteration to the policy is proposed.
The remuneration policy was approved at the AGM held
on 25 November 2025 and, accordingly, is subject to
approval at the AGM in 2028.
The Remuneration and Nomination Committee reviews
the level of Directors’ fees at least annually, having regard
to the remuneration policy. For the year ended 30 June
2026, each Director was paid a fee of £54,400. Whilst
the Company’s flat fee structure has served SSIT well
since its IPO, it is unusual. In reviewing the fees for the
current financial year, the Committee was mindful that
the intention is to recruit an additional Director during the
year (see its report on pages 94 to 96) and to implement
the succession plan for the current Directors over
subsequent financial years. The Committee concluded
that it would be prudent to move to a more conventional fee
basis which takes into account the duties, responsibilities
and required time commitment of each Director based
on their respective roles to ensure that the Company
can offer a competitive level of remuneration necessary
to attract, retain and motivate Directors of the calibre
required to govern the Company successfully.
The Remuneration and Nomination Committee’s
review of the level of Directors’ fees for the year ending
30 June 2027 included:
•
analysing Directors’ fees paid by alternative
i
n
vestment companies and technology investment
companies meeting the following criteria: (a) their
shares are traded on the London Stock Exchange’s
main market; (b) they are not self-managed or in run-
off; and (c) if they were not in the AIC’s growth capital
sector, they had gross assets between £500m and
£1.5bn (this resulted in a ‘peer group’ of 26 companies);
•
consideration of the AIC’s paper regarding director
r
e
muneration for investment company directors
published in July 2026;
•
an assessment of duties, responsibilities and ongoing
w
orkload, taking into account the increasingly complex
valuations of SSIT’s private company investments
as they mature and the growing legal, regulatory and
reporting requirements;
•
consideration of the Company’s performance;
• having regard to the macroeconomic environment
and inflation;
•
having regard to the significant increase in the size
of
the Company since IPO through a combination of
strong investment performance and the C share issue
earlier in the year and its resulting admission to the
FTSE 250 Index in June 2026; and
•
consultation with the Company’s corporate brokers
in relation to their experiences of current market
practice and investor expectations.
The Remuneration and Nomination Committee
concluded that, to bring the Directors’ fees more in line
with current market practice and levels, the Directors’
fees for the current financial year should be as follows:
•
base Director’s fee: £52,000 per annum (2026:
£
5
4,400 per annum).
•
Chair of the Board: an additional fee of £16,000 per
annum (2026: n/a), so £68,000 in total;
•
Chair of the Audit Committee: an additional fee of
£8
,000 per annum (2026: n/a), so £60,000 in total;
•
Senior Independent Director: an additional fee of
£6,000 per annum (2026: n/a), so £58,000 in total;
and
•
Chair of the Nomination Committee or Remuneration
and Nomination Committee: an additional fee of
£4,000 per annum (2026: n/a), so £56,000 in total;
provided that no Director will be entitled to more than
one additional fee and, where any Director performs
more than one of the defined roles, they will be entitled
to the highest additional fee applicable to those roles.
The Board accepted the Remuneration and Nomination
Committee’s conclusions and recommendations.
directors’ remuneration report
98
S
eraphim Space Investment Trust PLC
C O R P O R A T E G O V E R N A N C E
di
rectors’ remuneration report
(continued)
Based on the Remuneration and Nomination
Committee’s conclusions, the aggregate fees payable
to the current Directors for the year ending 30 June
2027 will be £242,000, a year-on-year increase of
11.2%. It should be noted, however, that the Directors’
fees remained unchanged for the first three financial
years following SSIT’s IPO. Had the Directors’ fees
been increased in line with inflation since IPO, the
aggregate fees payable for the year ending 30 June
2027 would be £258,000.
remuneration policy
It is the Company’s policy to determine the level of
D
i
rectors’ fees which should be sufficient to attract and
retain Directors with appropriate professional skills and
experience necessary for the effective stewardship
of the Company and the expected contribution of the
Board as a whole in achieving the Company’s objectives.
The time committed to the Company’s business and the
specific responsibilities of individual Directors are taken
into account. The policy aims to be fair and reasonable
in relation to the level of fees payable to non-executive
directors of comparable investment companies
and other investment companies of similar size and
complexity as the Company.
The Company’s Articles of Association limit the
aggregate fees payable to the Directors to £500,000 per
annum (any change to that limit requires shareholder
approval). Within that limit, it is the responsibility of
the Board as a whole to determine and approve the
Directors’ fees, following a recommendation from the
Remuneration and Nomination Committee. The fees
are fixed and payable in cash, quarterly in arrears.
Annual fees are pro-rated where a change takes place
during a financial year. Directors have no entitlement
to pensions or pension-related benefits, medical or
life insurance schemes, share options or long-term
incentive schemes.
The Directors’ fee rates are reviewed by the
Remuneration and Nomination Committee at least
annually, but reviews will not necessarily result in a
change to the rates. In exceptional circumstances,
where an individual Director is required to undertake
further specific work on behalf of the Company which is
outside of their normal duties and requires a meaningful
time commitment, the Remuneration and Nomination
Committee may determine that an additional fee is
appropriate. Any such fees will be subject to Board
approval and considered on a case-by-case basis
and details of any such fees and the associated
work undertaken will be disclosed in the Directors’
Remuneration Report in the next Annual Report. Any
feedback received from shareholders will be taken into
account when setting fee rates. Directors abstain from
voting on their own fees.
The Directors are entitled to the reimbursement of
reasonable fees and expenses incurred by them in
the performance of their duties. Where expenses are
recognised as a taxable benefit, a Director may receive
the grossed-up costs of that expense as a benefit.
The Directors do not have service contracts. Each
Director has signed a letter of appointment with the
Company. The letters of appointment do not include any
minimum period of notice of termination by either party
or any provision for compensation for loss of office.
annual report on
di
rectors’ remuneration
(audited information)
The table below shows all remuneration earned by each
i
n
dividual Director during the year.
Role
3
0 June
2026
£
30 June
2025
£
Will
Whitehorn
Chair 54,400 52,500
Sue Inglis Senior Independent
Director and
Remuneration
and Nomination
Committee Chair
54,400 52,500
Angela
Lane
Audit Committee
Chair
54,400 52,500
Christina
McComb
Management
Engagement
Committee Chair
54,400 52,500
Total 217,600 210,000
None of the Directors received any taxable benefits or
other remuneration or additional discretionary payments
during the year from the Company (2025: £nil).
99
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nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
changes in directors’
rem
uneration
The table below shows the percentage changes in
th
e level of Directors’ fees from year to year since the
Company’s IPO in 2021.
Change – year ending/ended
3
0 June
2027
30 June
2026
30 June
2025
30 June
2024
30 June
2023
Aggregate
Directors’
remuneration 11.2%
(1)
3.6% 5.0% – –
(1)
For an explanation of this increase, see the ‘Annual Statement from the
Chair’ on page 97.
relative importance of spend
on p
ay
The remuneration of the Directors with respect to the
year totalled £217,600 (2025: £210,000). As explained
under ‘Target Returns and Dividend Policy’ on page 48,
the Directors manage the Company’s affairs to achieve
shareholder returns through capital growth rather
than income. Therefore, no dividends were declared
or paid during the year (2025: none) and a comparison
of amounts paid to Directors against distributions to
shareholders would not be relevant.
directors’ interests
(
a
udited information)
The Directors who held office during the year and their
in
terests (including the interests of their connected
persons, where applicable) in the ordinary shares and
C shares of the Company at 30 June 2026 are shown
in the table below. There have been no changes to the
Directors’ interests between 30 June 2026 and the date
of this Report.
Ordinary shares C s
hares
30 June
2026
30 June
2025
30 June
2026
30 June
2025
Will
Wh
itehorn 169,000 150,000 57,450 –
Sue Inglis 50,000 50,000 30,000 –
Angela Lane 47,000 47,000 25,000 –
Christina
McComb 57,283 57,283 20,000 –
There are no requirements for the Directors to own
shares in the Company.
company performance
The following chart shows the value of £100 invested
i
n
the Company’s ordinary shares on 14 July 2021 (the
Company’s launch date) compared with the value of
£100 invested in the MSCI World Aero and Defence
Index (in Sterling terms). The Company does not have
a benchmark index and the MSCI World Aero and
Defence Index has been chosen for the purpose of this
comparison as a significant proportion of the revenues
of the Company’s portfolio companies are derived from
the broader defence industry and/or many portfolio
companies have government as a significant customer.
directors’ remuneration report
(continued)
100
S
eraphim Space Investment Trust PLC
directors’ remuneration report
(c
ontinued)
C O R P O R A T E G O V E R N A N C E
ssit ordinary share price vs. MSCI world aero and defence index
(£, total return rebased to 100 at ipo)
SSIT share price (£) M
SCI World Aero and Defence Index (£)
300
250
200
150
100
50
0
Jul-21
Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jul-25 Jul-26Jan-25 Jan-26
Performance
Source: Refinitiv
P
ast performance is not a guide to future performance.
statement of voting at annual general meeting
An ordinary resolution to approve the Directors’ remuneration policy requires to be put to shareholders at least
every three years and an advisory ordinary resolution to approve the Directors’ Remuneration Report (excluding
the Directors’ remuneration policy) requires to be put to members at each AGM. The results of the last resolutions
put to shareholders, which were both proposed on polls, were as set out in the table below.
Votes for V
otes against
Total
votes
Votes
withheld
No. % No. % No. No.
Approval of Directors’ remuneration
policy at 2025 AGM 76,173,773 99.3 534,244 0.7 76,708,017 200,063
Approval of Directors’ remuneration
report (excluding Directors’
remuneration policy) for year ended
30 June 2025 at 2025 AGM 76,384,231 99.6 330,316 0.4 76,714,547 193,533
approval
This Directors’ Remuneration Report was approved by the Board on 14 October 20
2
6.
On behalf of the Board:
dr will whitehorn obe
C
hair
14 October 2026
101
A
nnual Report and Financial Statements
C O R P O R A T E G O V E R N A N C E
responsibilities
The Directors are responsible for preparing the
An
nual Report, including the financial statements, in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
company law, the Directors are required to prepare
the Company’s financial statements in accordance
with UK-adopted International Accounting Standards
and the requirements of the Companies Act 2006.
Under company law, the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Company and of the profit or loss for the Company for
the relevant financial year.
In preparing the financial statements, the Directors are
required to:
•
select suitable accounting policies and then apply
t
h
em consistently;
•
make judgements and accounting estimates that are
re
asonable and prudent;
•
state whether they have been prepared in accordance
with UK-adopted International Accounting Standards,
subject to any material departures disclosed and
explained in the financial statements;
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
•
prepare a Directors’ report, strategic report and
Di
rectors’ remuneration report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for:
•
keeping adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy
at any time the financial position of the Company and
enable them to ensure that the financial statements
comply with the Companies Act 2006;
• safeguarding the assets of the Company and, hence,
fo
r taking reasonable steps for the prevention and
detection of fraud and other irregularities; and
•
ensuring that the Annual Report, taken as a whole, is
f
a
ir, balanced and understandable and provides the
information necessary for shareholders to assess
the Company’s performance, business model and
strategy.
website publication
The Directors are responsible for ensuring the Annual
Re
port and financial statements are made available on
a website. Financial statements are published on the
Company’s website in accordance with legislation in
the UK governing the preparation and dissemination of
financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the
Company’s website is the responsibility of the Directors,
which they have delegated to the Investment Manager.
The Directors’ responsibilities also extend to the
ongoing integrity of the financial statements contained
on the website.
responsibility statement
The Directors confirm to the best of their knowledge
t
h
at:
•
the Company’s financial statements have been
prepared in accordance with UK-adopted International
Accounting Standards and give a true and fair view of
the assets, liabilities, financial position and profit and
loss of the Company;
•
the Strategic Report includes a fair review of the
de
velopment and performance of the business and
financial position of the Company, together with a
description of the principal and emerging risks and
uncertainties that it faces; and
•
the Annual Report, including the financial statements,
t
a
ken as a whole is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company’s position and
performance, business model and strategy.
This responsibility statement was approved by the
Board on 14
October 2026.
On behalf of the Board
dr will whitehorn obe
C
hair
14 October 2026
directors’ responsibilities
statement
financial
s
tatements
103
A
nnual Report and Financial Statements
report on the audit of the
fin
ancial statements
opinion
In our opinion:
• the financial statements give a true and fair view of
t
h
e state of the Company’s affairs as at 30 June 2026
and of the Company’s profit and the Company’s cash
flows for the year then ended;
• the financial statements have been properly prepared
in
accordance with UK adopted international
accounting standards; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of Seraphim
Space Investment Trust Plc (the ‘Company’) for the year
ended 30 June 2026 which comprise of the following:
Statement of comprehensive income
S
tatement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the company financial statements
Material accounting policy information
The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted
international accounting standards.
basis for opinion
We conducted our audit in accordance with International
S
t
andards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remain independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting
our audit.
conclusions relating to
go
i
ng concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
• Evaluating management’s cashflow forecast,
i
n
cluding assessing whether the Company has
sufficient cash reserves and liquid investments to
meet forecast expenditure and commitments;
• Assessing the appropriateness of the Directors’
assumptions and judgements applied in the base case
and stress tested forecasts; and
• Considering the boards assessment of the likelihood
of the shareholders supporting the ordinary resolution
to continue the life of the Company for a further five
years at the Annual General Meeting in November
2026.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue
as a going concern for a period of at least twelve months
from when the financial statements are authorised
for issue. However, because not all future events or
conditions can be predicted, this statement is not a
guarantee as to the Company’s ability to continue as a
going concern.
F I N A N C I A L S T A T E M E N T S
independent auditor’s report
to the members of Seraphim Space Investment Trust PLC
104
S
eraphim Space Investment Trust PLC
In relation to the Company’s reporting on how it has
ap
plied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting in
preparing the financial statements.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report.
overview
Key audit matters V
aluation of unquoted investments
Materiality Company financial statements as a whole
£14.1m (2025: £5.6m) based on 2% (2025: 2%) of Net assets
an overview of the scope of
our
audit
Our audit was scoped by obtaining an understanding
of the Company and its environment, the applicable
financial reporting framework and the Company’s
system of internal control. We identified and assessed
the risks of material misstatement of the Company’s
financial statements. We then applied professional
judgement to focus our audit procedures on the areas
that posed the greatest risks to the Company financial
statements. We continually assessed risks throughout
our audit, revising the risks where necessary, with
the aim of reducing the Company risk of material
misstatement to an acceptable level, in order to provide
a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) that we identified, 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.
independent auditor’s report
(continued)
F I N A N C I A L S T A T E M E N T S
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independent auditor’s report
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
key audit matter
h
ow the scope of our audit responded
to the risk
Valuation of
unquoted
investments
The Company’s
accounting policy
for assessing
the fair value
of investments
is disclosed on
pages 119 and 120
in note 2. The
disclosure regarding
significant
accounting
judgements,
estimates and
assumptions
for assessing
the fair value of
investments is
given on pages 120
and 121
in note 3,
and disclosures
regarding the fair
value estimates are
given on pages 125
to 129 in note 9.
Unquoted investments
are valued using valuation
techniques requiring
significant judgement
in accordance with the
International Private
Equity and Venture Capital
Valuation Guidelines and
represent 93.04% of total
investments at fair value
through profit and loss.
There can be estimation
uncertainty in the valuation
of unquoted investments
due to the judgement
involved in selecting the
appropriate valuation
methodology and the
assumptions and inputs
used in determining fair
value. Furthermore, the
Investment Manager’s
fees are determined with
reference to the net asset
value, of which unquoted
investments represent a
significant proportion. As
the Investment Manager is
responsible for determining
the fair value of these
investments, there is a
potential risk of material
misstatement. Given the
high degree of estimation
uncertainty, the risk of
material misstatement, and
the significance of unquoted
investments to the financial
statements as a whole, we
determined the valuation of
unquoted investments to be
a key audit matter.
• We tested the design and implementation of controls and proc
esses
relating to the valuation of unquoted investments, including how the
valuation methodology was selected and applied.
Our testing of unquoted investments was performed to an immaterial
residual balance. For all investments in our sample, we performed the
following procedures, where applicable:
• We assessed whether the valuation methodology was appropria
te in
accordance with the International Private Equity and Venture Capital
Valuation (IPEV) Guidelines.
• We confirmed the capital structure with the portfolio companie
s and
reviewed the allocation of value across the capital structure to ensure
the value attributable to the relevant instruments was appropriate based
on their rights.
• We considered the impact of macroeconomic and industry-spec
ific
developments on valuations and challenged whether these had been
appropriately reflected by management.
• We reviewed the underlying evidence supporting the year-end
valuations, including management accounts, board packs and other
available information, and assessed the portfolio companies’ financial
performance, cash runway and progress against relevant financial and
non-financial milestones.
• For investments valued using Calibrated Price of recent tran
s
actions,
we agreed recent transaction prices to supporting documentation,
including purchase agreements, and assessed whether the transactions
were conducted at arm’s length.
• For investments valued using a recalibrated enterprise val
ue
methodology, where management had recalibrated the transaction
price, we challenged the significant judgements applied, including
the selection of market data and comparable companies, the
reasonableness of weightings assigned, and the performance metrics
considered in determining fair value.
• For investments valued based on an expected acquisition pric
e
, we
agreed the expected proceeds to supporting transaction documentation
and assessed management’s judgements in determining the fair value
of the consideration receivable, including the impact of any escrow or
other contractual arrangements.
• Where discounts or premiums were applied by the Inve
stment Manager,
we assessed and challenged the judgements used in determining the
adjustments and evaluated management’s supporting analysis.
• We assessed the appropriateness of the disclosures in the finan
cial
statements with reference to the requirements of IFRS 9 and IFRS 13.
Key observations: Based on the procedures performed, we considered
the valuation of unquoted investment to be appropriate.
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our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a
lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements
below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Company financial statements
2
026
£m
2025
£m
Materiality 14.1 5.6
Basis for determining materiality 2% of Net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key measure of
performance for users of the financial statements.
Performance materiality 10.6 4.2
Basis for determining performance
materiality
75% of materiality
Rationale for the percentage applied
for performance materiality
The level of performance materiality applied was set after having
considered a number of factors including the expected total value
of known and likely misstatements and the level of transactions in
the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of
£704,000 (2025: £282,000). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
independent auditor’s report
(continued)
F I N A N C I A L S T A T E M E N T S
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independent auditor’s report
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
other information
The Directors are responsible for the other information.
Th
e other information comprises the information
included in the Annual Report other than the financial
statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is
to read the other information and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
corporate governance statement
The UK Listing Rules sourcebook requires us to
r
eview the Directors’ statement in relation to going
concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Parent
Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
Going concern
a
nd longer-term
viability
• The Directors’ statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified set out on
page 76; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the
period this assessment covers and why the period is appropriate set out on pages 58
and 59.
Other Code
provisions
• Directors’ statement on fair, balanced and understandable set out on page 101;
• Board’s confirmation that it has carried out a robust assessment o
f the emerging and
principal risks set out on pages 52 to 58;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on pages 86 and 87; and
• The section describing the work of the audit committee set out on pages 88 to 91.
108
S
eraphim Space Investment Trust PLC
other companies act 2006 reporting
Based on the responsibilities described below and our work per
formed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
D
irectors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment
obtained in the course of the audit, we have not identified material misstatements in
the Strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequ
ate for our audit
have not been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration
report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
responsibilities of directors
As explained more fully in the Directors’ responsibiliti
es
statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for
such internal control as the Directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
auditor’s responsibilities
f
o
r the audit of the
financial statements
Our objectives are to obtain reasonable assurance
a
b
out whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged
with governance of the Company and management.
F I N A N C I A L S T A T E M E N T S
independent auditor’s report
(continued)
109
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F I N A N C I A L S T A T E M E N T S
in
dependent auditor’s report
(continued)
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Enquires of management whether there were any
l
i
tigations and claims;
• Our understanding of the Company and the industry
in which it operates;
• Discussion with management and those charged with
governance; and
• Obtaining an understanding of the Company’s policies
and procedures regarding compliance with laws and
regulations,
we considered the significant laws and regulations to be
Companies Act 2006, the FCA listing and DTR rules, the
principles of the AIC Code of Corporate Governance,
industry practice represented by the AIC SORP, the
applicable accounting framework, and qualification
as an Investment Trust under UK tax legislation as any
non-compliance of this would lead to the Company
losing various deductions and exemptions from
corporation tax.
Our procedures in respect of the above included:
• Enquires of management whether there were any
l
i
tigations and claims;
• Agreement of the financial statement disclosures to
underlying supporting documentation;
• Enquiries of management and those charged
with governance relating to the existence of any
non-compliance with laws and regulations;
• Reviewing minutes of meetings of those charged with
go
vernance throughout the period for instances of
non-compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment
Trust compliance to check that the Company was
meeting its requirements to retain their Investment
Trust Status.
Fraud
We assessed the susceptibility of the financial
statements to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with
go
vernance regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Company’s policies
and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks
rel
ated to fraud.
• Review of minutes of meetings of those charged with
governance for any known or suspected instances of
fraud; and
• Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
Based on our risk assessment, we considered the areas
most susceptible to fraud to be valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
• Assessing significant estimates made by
ma
nagement for bias in relation to valuation of
investments;
• Identifying and testing journal entries posted at
th
e year-end during the preparation of the financial
statements; and
• Designing audit procedures to incorporate
unpredictability around the nature, timing or extent of
our testing.
We also communicated relevant identified laws
and regulations and potential fraud risks to all
engagement team members who were all deemed
to have appropriate competence and capabilities,
and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout
the audit.
110
S
eraphim Space Investment Trust PLC
F I N A N C I A L S T A T E M E N T S
in
dependent auditor’s report
(continued)
Our audit procedures were designed to respond to risks
o
f material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws
and regulations is from the events and transactions
reflected in the financial statements, the less likely we
are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
other matters which we are
r
e
quired to address
Following the recommendation of the audit committee,
we
were appointed by the Board in February 2022 to
audit the financial statements for the period ended
30 June 2022 and subsequent financial periods.
Our total uninterrupted period of engagement is 5 years,
covering the periods ended 30 June 2022 to 30 June
2026.
Our audit opinion is consistent with the additional report
to the audit committee.
use of our report
This report is made solely to the Company’s members,
a
s
a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Parent
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.
In due course, as required by the Financial Conduct
Authority Disclosure Guidance and Transparency Rule
4.1.15R – 4.1.18R, these financial statements will form
part of the Electronic Format Annual Financial Report
filed on the National Storage Mechanism of the FCA
in accordance with DTR 4.1.15R – DTR 4.1.18R. This
auditor’s report provides no assurance over whether
the Electronic Format Annual Financial Report has been
prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
eran wieder
(senior statutory auditor)
For and on behalf of BDO LLP, Statutory Auditor
L
o
ndon, UK
14 October 2026
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
111
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F I N A N C I A L S T A T E M E N T S
st
atement of
comprehensive income
For the year ended 30 June 2026
Note
Year ended 30 June 2026 Year ended 30 June 2025
R
evenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment gains
Net gains on investments held at
fair value through profit or loss 9 – 347,975 347,975 – 56,581 56,581
– 347,975 347,975 – 56,581 56,581
Income
Dividend income 4 – – – 354 – 354
Investment income 4 325 – 325 – – –
325 – 325 354 – 354
Expenses
Management fee 5 (4,034) – (4,034) (2,905) – (2,905)
Performance fee 5 – (53,965) (53,965) – – –
Other operating expenses 6 (1,589) – (1,589) (1,582) – (1,582)
Total expenses (5,623) (53,965) (59,588) (4,487) – (4,487)
Operating (loss)/profit for
the year (5,298) 294,010 288,712 (4,133) 56,581 52,448
Finance income
Interest income 646 – 646 537 – 537
Total finance income 646 – 646 537 – 537
(Loss)/profit for the year
before tax (4,
652) 294,010 289,358 (3,596) 56,581 52,985
Tax 7 – – – – – –
(Loss)/profit and total
comprehensive (expense)/
income for the year (4,652) 294,010 289,358 (3,596) 56,581 52,985
(Loss)/profit and total
comprehensive (expense)/
income attributable to:
Ordinary shareholders (4,695) 294,010 289,315 (3,596) 56,581 52,985
C shareholders 43 - 43 – – –
Profit per share
Basic and diluted (losses)/
earnings per ordinary share
(pence) 8 (1.98) 123.95 121.97 (1.52) 23.85 22.33
Earnings per C share (pence) 8 0.03 – 0.03 – – –
All Revenue and Capital items in the above statement derive from continuing operations. No operations were acquired or
discontinued in the year or prior year.
The Total column of this statement is the profit and loss account of the Company, and the revenue and capital columns
represent supplementary information prepared under guidance issued by the Association of Investment Companies.
The accompanying notes on pages 115 to 139 form an integral part of these financial statements.
Note
3
0 June
2026
£’000
30 June
2025
£’000
Non-current assets
Investments at fair value through profit or loss 9 560,101 259,821
560,101 259,821
Current assets
Investments classified as held for sale 9 45,396 –
Trade and other receivables 10 559 100
Cash and cash equivalents 11 152,881 21,513
198,836 21,613
Non-current liabilities
Performance fee liability 5, 12 (53,965) –
(53,965) –
Current liabilities
Trade and other payables 12 (602) (311)
(602) (311)
Net assets 704,370 281,123
Equity
Share capital 13 16,045 2,394
Share premium 13 180,615 60,377
Treasury shares 13 (987) (987)
Retained profits 335,521 46,163
Special distributable reserve 13 173,176 173,176
Total shareholders' funds 704,370 281,123
Shareholders’ funds – ordinary shares 570,438 281,123
Number of ordinary shares in issue at year end 14 237,198,584 237,198,584
Net asset value per ordinary share 14 240.49 118.52
Shareholders’ funds – C shares 133,932 –
Number of C shares in issue at year end 14 136,508,663 –
Net asset value per C share 14 98.11 –
The financial statements on pages 111 to 139 were approved and authorised for issue by the Board of Directors
on 14 October 2026 and signed on its behalf by:
dr will whitehorn obe sue inglis
C
hair Director
Registered Company Number 13395698
statement of
financial position
As at 30 June 2026
The accompanying notes on pages 115 to 139 form an integral part of these financi
a
l statements.
112
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F I N A N C I A L S T A T E M E N T S
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F I N A N C I A L S T A T E M E N T S
st
atement of
changes in equity
For the year ended 30 June 2026
Share
c
apital
£’000
Share
premium
£’000
Treasury
shares
£’000
Special
distributable
reserve
£’000
Retained (losses)/earnings
R
evenue
£’000
Capital
£’000
Total
£’000
Total shareholders’ funds
at 1 July 2025 2,394 60,377 (987) 173,176 (16,111) 62,274 281,123
C shares issued 13,651 122,858 – – – – 136,509
C share issue costs – (2,620) – – – – (2,620)
Total comprehensive
(expense)/income for the
year – ordinary shares – – – – (4,695) 294,010 289,315
Total comprehensive
income for the year –
C
shares – – – – 43 – 43
Total shareholders’
funds at 30 June 2026 16,045 180,615 (987) 173,176 (20,763) 356,284 704,370
For the year ended 30 June 2025
Share
c
apital
£’000
Share
premium
£’000
Treasury
shares
£’000
Special
distributable
reserve
£’000
Retained (losses)/earnings
R
evenue
£’000
Capital
£’000
Total
£’000
Total shareholders’ funds
at 1 July 2024 2,394 60,377 (987) 173,176 (12,515) 5,693 228,138
Total comprehensive
(expense)/income for the
year – – – – (3,596) 56,581 52,985
Total shareholders’
funds at 30 June 2025 2,394 60,377 (987) 173,176 (16,111) 62,274 281,123
The accompanying notes on pages 115 to 139 form an integral part of these financial statements.
114
S
eraphim Space Investment Trust PLC
11
4
Ser
Ser
aph
aph
aph
im
im
Space Inv
est
est
men
men
t Trus
t P
t P
t P
LC
LC
LC
The accompanying notes on pages 115 to 139 form an integral part of these financial statements.
s
tatement of
cash flows
For the year ended 30 June 2026
Note
F
or the
year ended
30 June
2026
£’000
For the
year ended
30 June
2025
£’000
Cash flows from operating activities
Profit for the year before tax and dividends received 289,358 52,631
Adjustments for:
Investment income 4 (325) –
Dividends received 4 – 354
Foreign currency cash movement (288) 188
Purchase of investments 9 (3,586) (14,233)
Disposal of investments 9 6,210 12,492
Unrealised movement in fair value of investments 9 (374,292) (53,851)
Realised losses/(gains) on disposal of investments 9 26,317 (2,730)
Movement in performance fee liability 12 53,965 –
Movement in payables 12 202 (133)
Movement in receivables 10 (459) (2)
Net cash used in operating activities (2,898) (5,284)
Cash flows from financing activities
Proceeds of share capital issuance 136,509 –
Payment of issue costs (2,531) –
Net cash generated from financing activities 133,978 –
Net movement in cash and cash equivalents during the year 131,080 (5,284)
Cash and cash equivalents at the beginning of the year 21,513 26,985
Exchange translation movement 288 (188)
Cash and cash equivalents at the end of the year 152,881 21,513
Cash flows include bank interest received of £646k (30 June 2025: £537k) and dividends received of £Nil
(30 June 2025: £354k).
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e
raphim Space Investment Trust PLC
F I N A N C I A L S T A T E M E N T S
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nnual Report and Financial Statements
115
Annual Report and Financial Statements
115
F
I N A N C I A L S T A T E M E N T S
Annual Report and Financial Statements
notes to the
fi
nancial statements
For the year ended 30 June 2026
1. general information
The Company is an externally managed closed-ended investment
company, incorporated in England and Wales on
14 May 2021 with registered number 13395698. The Company’s ordinary shares were admitted to trading on the
London Stock Exchange’s main market on 14 July 2021. The Company’s C shares were admitted to trading on the
London Stock Exchange’s main market on 12 May 2026.
2. material accounting policies
The principal accounting policies applied in the preparation o
f these financial statements are set out below. These
policies have been consistently applied, unless otherwise stated.
Basis of preparation
These financial statements have been prepared on the historic cost basis, as modified for the measurement of
certain financial instruments held at fair value through profit or loss and in accordance with UK-adopted International
Accounting Standards and those parts of the Companies Act 2006 applicable to companies under International
Financial Reporting Standards.
Where presentational guidance set out in the Association of Investment Companies Statement of Recommended
Practice for the Financial Statements of Investment Trust Companies and Venture Capital Trusts (the ‘AIC SORP’)
is consistent with the requirements of UK-adopted International Accounting Standards, the Directors have sought
to prepare the financial statements on a basis compliant with the recommendations of the AIC SORP. In particular,
supplementary information which analyses the Statement of Comprehensive Income between items of revenue
or capital nature has been presented alongside the total Statement of Comprehensive Income. The determination
of whether an item should be recognised as revenue or capital is carried out in accordance with the principles and
recommendations set out in the AIC SORP. The Directors have chosen to apply the non-allocation approach, so all
indirect costs are charged to the revenue column of the Statement of Comprehensive Income. The performance
fee is charged wholly to the capital column of the Statement of Comprehensive Income, reflecting that, under the
terms of the Investment Management Agreement, the fee is determined by reference to the Company’s investment
performance and growth in NAV above the applicable performance hurdle and high water mark.
In these financial statements, values are rounded to the nearest thousand (£’000), unless otherwise indicated.
Going concern
The Company’s cash balance at 30 June 2026 was £152.9m (2025: £21.5m), which was sufficient to cover its
liabilities of £54.6m (2025: £0.3m) at that date and any foreseeable expenses for a period of at least 12 months
from the date of approval of these financial statements, including in severe but plausible downside scenarios as
described below.
The Company’s cash balance is comprised of cash held on deposit with substantial global financial institutions
with strong credit ratings (see note 15) and the risk of default by the counterparties is considered extremely low.
The major cash outflows of the Company are expected to be for the acquisition of new investments, which are
discretionary, and the payment of the performance fee, which is subject to additional conditions, as detailed in
note 5, before it becomes payable. The Company is closed-ended and there is no requirement for the Company to
buy back or redeem shares.
The Directors have considered the Company’s income and expenditure which have been stress tested by 15% and
adjusted for inflation. Based on the results of this analysis, the Directors have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they fall due for the foreseeable future.
2. material accounting policies (
continued)
Going concern (continued)
Hi
gh growth alternative investment companies continue to suffer from adverse investor sentiment towards risk
assets. This, and market volatility driven by macroeconomic and geopolitical events, remain risks to the Company.
The Directors and Investment Manager continue to consider the following specific key potential impacts:
• volatility in the fair value of investments; and
• uncertainty regarding the Company’s ability to raise additional capital and support its existing portfolio.
Having made enquiries, the Board is satisfied that the Company’s service providers have robust processes in place
in order to continue to provide the required level of services to the Company, and to maintain compliance with laws
and regulations, in the face of the challenges arising as a result of the weak macroeconomic environment. There
have been no operational difficulties encountered or disruption in service to date.
Based on the assessment outlined above, including the various risk mitigation measures in place, the Directors do
not consider that the impact of a weak global macroeconomic environment has created a material uncertainty over
the assessment of the Company as a going concern.
On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for at least 12 months from the date of
approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the
financial statements.
During the going concern assessment period ending 14 October 2027, an ordinary resolution will be proposed at the
AGM in 2026 pertaining to the Company continuing as an investment company. Based on recent feedback received
through regular shareholder engagement and the outlook for increased defence spend, the Directors believe there
will continue to be demand for the Company’s shares and that the resolution will pass.
Segmental reporting
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors as a whole. The key measure of performance
used by the Board to assess the Company’s performance and to allocate resources is the Company’s NAV, as
calculated in accordance with UK-adopted International Accounting Standards, and, therefore, no reconciliation
is required between the measure of profit or loss used by the Board and that contained in the financial statements.
For management purposes, the Company is organised into one main operating segment, which invests
predominantly in early and growth stage privately financed SpaceTech businesses globally.
All of the Company’s current bank interest income is derived from within the UK.
The Company’s non-current assets are located in the US, the UK, the EU, Israel and Japan. Due to the Company’s
nature, it has no customers.
Functional currency and foreign currency transactions
These financial statements are presented in Sterling. As the majority of the Company’s transactions are in Sterling,
it is appropriate for the Company’s functional currency to be Sterling. However, the Company holds investments
denominated in currencies other than Sterling, including US Dollars. In addition, an element of any income from the
Company’s investments may be generated in currencies other than Sterling.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign
exchange rate ruling at that date and are recognised in the revenue column of the Statement of Comprehensive
Income. Foreign exchange differences relating to the valuation of investments are recognised in the capital column
of the Statement of Comprehensive Income.
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o
tes to the financial statements
(continued)
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2. material accounting policies (continued)
New and amended standards and interpretations applied
Th
e following new standards or interpretations are effective for the first time for periods beginning on or after
1 January 2025 and had no effect on the Company’s financial statements:
• Lack of exchangeability (amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following new standards had been published and will
be effective in future accounting periods.
Effective for accounting periods beginning on or after 1 January 2027:
• IFRS 18 Presentation and Disclosures in Financial Statements.
• IFRS 19 Subsidiaries without Public Accountability: Disclosure
s
.
At the date of authorisation of these financial statements, the following amendments had been published and will be
mandatory for future accounting periods.
Effective for accounting periods beginning on or after 1 January 2026:
• Classification and measurement of financial instruments (Amend
ments to IFRS 9 Financial Instruments and
IFRS 7 Financial Instruments: Disclosures).
The Company has considered the IFRS accounting standards and interpretations that have been issued but are
not yet effective. None of these standards or interpretations are likely to have a material effect on the Company,
as it is the belief of the Board that the activities of the Company are unlikely to be affected by the changes to these
standards, although any disclosures recommended by these standards, where applicable, will be provided as
required.
Assessment as an investment entity
IFRS 10 Consolidated Financial Statements sets out the following three essential criteria that must be met if a
company is to be considered as an investment entity:
• it must obtain funds from multiple investors for the purpose of p
r
oviding those investors with investment
management services;
• it must commit to its investors that its business purpose is to invest funds solely for returns from capital appreciation,
investment income or both; and
• it must measure and evaluate the performance of substantially all of its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time frame is critical, and an investment entity
should have an exit strategy for the realisation of its investments. Also, as set out in IFRS 10, further consideration
should be given to the typical characteristics of an investment entity, which are that:
• it should have more than one investment to diversify the portfolio risk and maxi
m
ise returns;
• it should have multiple investors, who pool their funds to maximise investment opportunities;
• it should have investors that are not related parties of the entity; and
• it should have ownership interests in the form of equity or similar interests.
Th
e Directors are of the opinion that the Company meets the essential criteria and typical characteristics of an
investment entity as it obtains funds from investors to invest for returns from capital appreciation and substantially
all of its investments are held at fair value through profit or loss, in accordance with IFRS 9 Financial Instruments.
2. material accounting policies (continued)
A
ssessment as an investment entity (continued)
Fa
ir value is measured in accordance with IFRS 13 Fair Value Measurement. As the Company has met the definition
of an investment entity under IFRS 10, it is exempt from preparing consolidated financial statements.
Fair value movement
Gains or losses resulting from the movement in fair value of the Company’s investments held at fair value through
profit or loss are recognised in the capital column of the Statement of Comprehensive Income at each valuation
point.
Expenses
The Company’s management, administration and all other expenses are charged through the revenue column, and
any performance fee is charged to the Capital column of the Statement of Comprehensive Income, reflecting that,
under the terms of the Investment Management Agreement, the fee is determined by reference to the Company’s
investment performance and growth in NAV above the applicable performance hurdle and high water mark.
Expenses that are directly attributable to a specific share class are charged directly to that class. Expenses that are
common to both share classes are allocated pro rata based on the latest net asset value of each share class, unless
a more appropriate basis of allocation is identified.
Taxation
The Company has received confirmation from HMRC that it has been accepted as an approved investment trust with
effect from 14 July 2021, provided it continues to meet the eligibility conditions of section 1158 of the Corporation
Tax Act 2010 (‘s.1158’) and the ongoing requirements for approved companies in the Investment Trust (Approved
Company) (Tax) Regulations 2011. The Directors believe that the Company has conducted its affairs in compliance
with s.1158 since approval was granted and intends to continue to do so.
In respect of each accounting period for which the Company is and continues to be approved by HMRC as an
investment trust, the Company will be exempt from UK corporation tax on its chargeable gains. The Company will,
however, be subject to UK corporation tax on its income (currently at a rate of 25%).
In principle, the Company is liable to UK corporation tax on any dividend income. However, there are broad-ranging
exemptions from this charge which would be expected to be applicable in respect of most of the dividends the
Company may receive.
To the extent that the Company receives income from, or realises amounts on the disposal of, investments in foreign
countries it may be subject to foreign withholding or other taxation in those jurisdictions. To the extent it relates to
taxable income, this foreign tax may, to the extent not relievable under a double tax treaty, be able to be treated as
an expense for UK corporation tax purposes, or if the Company has a tax liability it may be treated as a credit against
UK corporation tax up to certain limits and subject to certain conditions.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company
becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only
offset, and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income,
when there is a currently enforceable legal right to offset the recognised amounts and the Company intends to settle
on a net basis or realise the asset and liability simultaneously.
At 30 June 2026 and 2025, the carrying amounts of cash and cash equivalents, receivables, payables and accrued
expenses reflected in the financial statements are reasonable estimates of fair value in view of the nature of these
instruments or the relatively short period of time between the original instruments and their expected realisation.
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2. material accounting policies (continued)
Financial assets
Th
e classification of financial assets at initial recognition depends on the purpose for which the financial asset was
acquired and its characteristics.
The Company’s financial assets principally comprise cash and cash equivalents and investments held at fair value
through profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, short-term deposits held on call with banks, money market
investments and other short-term highly liquid deposits with original maturities of three months or less and that are
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Investments held at fair value through profit or loss
Investments are designated upon initial recognition as held at fair value through profit or loss. Gains or losses
resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each
valuation point.
Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially
recognised at cost, being the fair value of consideration given. Transaction costs are recognised in the Statement
of Comprehensive Income as incurred.
Investments which meet the classification and presentation requirements of IFRS 5 – Non-Current Assets Held for
Sale and Discontinued Operations, taking into account post balance sheet events consistent with IAS 10 – Events
after the Reporting Period, are classified and presented as current assets in the Statement of Financial Position.
Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties
in an arm’s length transaction. The value of the Company’s investments is calculated on the following bases:
• the value of investments that are not publicly traded are value
d
using recognised valuation methodologies in
accordance with the IPEV Valuation Guidelines. These methods include primary valuation techniques such as
revenue or earnings multiples, milestones or recent transactions;
• where an investment in an unlisted business has been made recent
ly, the Company may use the calibrated price
of recent investment as the best indicator of fair value. In such a case, changes or events subsequent to the
relevant transaction date are assessed to ascertain if they imply a change in the investment’s fair value;
• publicly traded securities are valued by reference to their bid price or last traded price, if applicable, on the relevant
exchange in accordance with the AIC’s valuation guidelines and applicable accounting standards. Where trading
in the securities of a portfolio company is suspended, the investment in those securities would be valued at the
estimate of its net realisable value. In preparing valuations, account is taken, where appropriate, of latest dealing
prices, valuations from reliable sources, comparable asset values and other relevant factors; and
• any value otherwise than in Sterling is converted into Sterling at the prevailin
g rate.
Derecognition of financial assets
A financial asset (in whole or in part) is derecognised:
• when the Company has transferred substantially all the risks and rewards of ownership; or
• when it has neither transferred nor retained substantially al
l the risks and rewards and when it no longer has
control over the asset or a portion of the asset; or
• when the contractual right to receive cashflow has expired.
2. material accounting policies (continued)
P
urchases of investments for cash are classified as operating ac
tivities in the Statement of Cash Flows as the
Company’s objective is to generate capital growth through investment in a portfolio of predominantly early and
growth stage privately financed SpaceTech businesses.
Financial liabilities
The Company’s financial liabilities are measured at amortised cost and include a performance fee liability, trade and
other payables and other short-term monetary liabilities which are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest rate method. The non-current performance fee liability is
initially measured at the present value of the contractual cash flows, discounted using an effective interest rate of
6.58%, with the discount subsequently unwound through profit or loss over the term of the liability.
Share capital
Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the
assets of the Company after the deduction of all liabilities. The Company’s ordinary and C shares are classified as
equity instruments.
For the issue of each ordinary share, £0.01 has been recognised in share capital and the remaining amount received
has been recognised in share premium.
For the issue of each C share, £0.10 has been recognised in share capital and the remaining amount received has
been recognised in share premium. Incremental costs directly attributable to the issue of new shares are shown in
share premium as a deduction from proceeds. Amounts in the share capital and share premium accounts are not
distributable.
The amount standing to the credit of the share premium account of the Company on completion of the IPO, less issue
expenses set off against the share premium account, was cancelled by a court order dated 14 December 2021 and
credited to the special distributable reserve, which is distributable. Retained (losses)/earnings include cumulative
unrealised movements in investments which are classified as capital in the Statement of Comprehensive Income,
which are not distributable; and cumulative revenue items, which are distributable to shareholders.
3. significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires the applicati
on of estimates and assumptions which may
affect the results reported in the financial statements. Estimates and assumptions, by their nature, are based on
judgement and available information.
Investment entity
As disclosed in note 2, the Directors have concluded that the Company meets the definition of an investment entity
as defined in IFRS 10, IFRS 12 and IAS 27. This conclusion involved a degree of judgement and assessment as to
whether the Company met the criteria outlined in the accounting standards.
Valuation
The key area involving a high degree of estimation or complexity that is significant to the financial statements has
been identified as the valuation of the Company’s unlisted investments (see note 9). In addition, as disclosed in
note 5, amounts payable as management fee or performance fee to the Investment Manager are dependent on
NAV and, therefore, valuation of investments.
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3. significant accounting judgements, estimates and assumptions
(continued)
Valuation (continued)
Th
e Company’s unlisted investments are early or growth stage companies. The Company abides by the IPEV
Valuation Guidelines in determining fair value. Given the nature of these investments, there are often no current or
short-term future earnings or positive cash flows. Although not considered to be the default valuation technique, the
appropriate approach to determine fair value may be based on a methodology with reference to a calibrated price of
recent investment, or, in the case of terms for a future round being agreed, fair value may be based on a calibrated
price of such future round, discounted for execution risk. This is of greater reliability than other methods based on
estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price
of that investment generally provides a basis of the valuation. Recent transactions may include post year end (if
terms were agreed pre year end) as well as pre year end transactions depending on their nature and timing. Where
a significant milestone is achieved by a portfolio company and there has not yet been a subsequent funding round,
the fair value is determined using comparable metrics. Where relevant, such as in cases where portfolio companies
are profitable or have stable and predictable revenues, fair value may be determined using a multiples approach
(earnings or revenue, respectively).
It may be necessary to apply discounts to some or all of the comparables due to differences between the portfolio
company and the comparables (such as size, margin, liquidity, marketability, etc). In addition, in the case of
underperformance, fair value write-downs are taken. Publicly traded securities are valued by reference to their bid
price or last traded price.
All valuations of unlisted investments are considered on a quarterly basis and calibrated against the price of
the last funding round to ensure this price remains reasonable. In addition, the Company undertakes a more
thorough recalibration for the material unlisted portfolio companies (a) whose last funding rounds took place
more than 12 months earlier or (b) which had experienced a significant milestone event or material under- or
over-performance (each a ‘recalibration event’). This process entails assessing the enterprise value following
the most recent round against a composite of four elements: observable market data (where possible), recent
relevant private investment transactions, public market valuations of comparable companies and the company’s
internal metrics and performance.
In all cases, valuations of unlisted investments are based on the judgement of the Directors after consideration of
the above and upon available information believed to be reliable, which may be affected by conditions in the financial
markets. Due to the inherent uncertainty of the unlisted investment valuations, the estimated values may differ
significantly from the values that would have been used had a ready market for the investments existed and the
differences could be material. Due to this uncertainty, the Company may not be able to sell its unlisted investments
at the carrying value in these financial statements when it desires to do so or to realise what it perceives to be fair
value in the event of a sale.
4. income
In the year ended 30 June 2026, the Company recognised investm
e
nt income of £0.3 million in respect of a
monitoring fee charged to ALL.SPACE, the full amount of which remained outstanding as at 30 June 2026. During
the prior year the Company received a dividend from Voyager ahead of its IPO.
30 June
2
026
£’000
30 June
2025
£’000
Investment income 325 –
Di
vidend income – 354
325 354
5. management and performance fees
M
anagement fee
Un
der the Investment Management Agreement, the Investment Manager is entitled to a management fee of 1.25%
per annum of NAV up to £300m and 1.00% per annum of NAV above £300m, payable quarterly in advance.
Management fees incurred in the year were £4.0m (2025: £2.9m), of which £0.1m was payable to the Investment
Manager as at 30 June 2026 (2025: £Nil).
Performance fee
Under the Investment Management Agreement, the Investment Manager is entitled to a performance fee of 15%.
This fee is payable only if, over a calculation period, the Company has achieved an annual return of at least 8% (the
performance hurdle) and the NAV exceeds the highest level at which any performance fee was previously paid (the
high-water mark). No performance fee is payable to the extent that it would result in the NAV being less than the
higher of the performance hurdle and the high-water mark.
Once the hurdle and any high-water mark have been exceeded, a “full catch-up” applies. This means that, once
the 8% hurdle has been achieved (and the other conditions for payment are met), a greater share of subsequent
gains is allocated to the Investment Manager until its share of total gains for the relevant performance period
effectively “catches up” to the agreed 15% rate, after which returns are shared 85% to shareholders and 15% to
the Investment Manager.
The performance fee and the performance hurdle are calculated by reference to the Company’s NAV (adjusted for
share issues and buy-backs during the relevant performance period) as at 30 June each year. A calculation period
runs from the end of the last calculation period in respect of which a performance fee was payable (or, in the case
of the first calculation period, from the Company’s IPO) to 30 June in a year in which a performance fee is payable.
Any accrued performance fees will be payable only to the extent that the aggregate of net realised profits on unlisted
investments, net unrealised gains on listed investments and income received from investments during the relevant
calculation period (the ‘Available Amount’) exceeds the performance fee amount. Where that Available Amount is
less than the performance fee amount, the shortfall will be carried forward and included in the performance fee
calculation at the end of the next calculation period.
The performance fee is not specific to any individual class of shares. Accordingly, whilst there are any C shares in
issue, any performance fee accrued or earned will be allocated to the assets attributable to each class of shares in
issue in such proportion as the Directors consider to be attributable to each class.
Subject to the Takeover Code, the Investment Manager is required to reinvest 15% of any performance fee paid in
shares of the Company.
Full details of the performance fee are set out in the Company’s IPO prospectus, which is available on the Company’s
website.
The performance fee liability recognised in the year was £54.0m (2025: £Nil), all of which remains outstanding
as at 30 June 2026 (2025: £Nil). As of the reporting date, the Available Amount was insufficient for any part of
the accrued performance fee to become payable under the terms of the Investment Management Agreement.
Consequently, the accrued performance fee is not expected to be settled before the next calculation period and
has been discounted to present value using a rate that reflects current market assessments of the time value of
money and the credit risk inherent in the underlying obligation. The undiscounted performance fee at 30 June
2026 was £57.5m, discounted to £54.0m using an effective interest rate of 6.58%.
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6. operating expenses
Year ended
3
0 June
2026
£’000
Year ended
30 June
2025
£’000
Administration & depository fees 282 275
Directors’ fees 247 237
Legal & professional fees 156 207
Audit of statutory financial statements 129 110
Irrecoverable VAT 110 76
Insurance expense 28 29
Other operating expenses 637 648
Total operating expenses 1,589 1,582
Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from
proceeds.
The Company had no employees during the year ended 30 June 2026 (2025: None).
7. tax
As an investment trust, the Company is exempt from UK corporatio
n tax on capital gains arising on the disposal
of shares.
Capital profits from its creditor loan relationships are exempt from UK tax where the profits are accounted for
through the capital column of the Statement of Comprehensive Income, in accordance with the AIC SORP.
No tax liability has been recognised in the financial statements.
30 June 2026 30 June 2025
R
evenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
UK corporation tax charge on profits
fo
r the period at 25% (2025:25%) – – – – – –
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eraphim Space Investment Trust PLC
7. tax (continued)
30 June 2026 30 June 2025
R
evenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Return on ordinary activities before
taxation (4,652) 294,010 289,358 (3,596) 56,581 52,985
(Loss)/profit on ordinary activities
multiplied by standard rate of
corporation tax in the UK of 25%
(2025: 25%) (1,163) 73,503 72,340 (899) 14,145 13,246
Effects of:
Non-taxable gains on investments – (86,994) (86,994) – (14,145) (14,145)
Loss allocation from limited
partnership (27) – (27) (23) – (23)
Overseas dividends not taxable – – – (88) – (88)
Excess management expenses not
utilised in the year 1,142 13,491 14,633 1,010 – 1,010
Management expenses not allowable
in year 48 – 48 – – –
Total tax charge – – – – – –
As at 30 June 2026, the Company has not recognised a deferred tax asset of £18.7m (2025: £4.0m) arising as a
result of having unutilised management expenses carried forward at the year end of £74.7m (2025: £16.2m) based
on a prospective corporation tax rate of 25% (2025: 25%). These expenses will only be utilised if the tax treatment
of the Company’s income and chargeable gains changes or if the Company’s investment profile changes.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because
the Company meets (and intends to continue to meet for the foreseeable future) the conditions for approval as an
investment trust company.
8. earnings per share
Ordinary shares
Year ended 30 June 2026 Year ended 30 June 2025
R
evenue Capital Total Revenue Capital Total
(Loss)/profit attributable
to equity (£’000) (4,695) 294,010 289,315 (3,596) 56,581 52,985
Weighted average
number of ordinary
shares in issue 237,198,584 237,198,584
Basic and diluted (losses)/
earnings per share in the
year (pence) (1.98) 123.95 121.97 (1.52) 23.85 22.33
notes to the financial statements
(continued)
F I N A N C I A L S T A T E M E N T S
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8. earnings per share (continued)
C shares
Period from 12 May 2026 to 30 June 2026 Year ended 30 June 2025
R
evenue Capital Total Revenue Capital Total
Profit attributable to
equity (£’000) 43 – 43 – – –
Weighted average
number of C shares in
issue 136,508,663 – – –
Basic and diluted
earnings per C share in
the period (pence) 0.03 – 0.03 – – –
9. investments held at fair value through profit or loss
For the year ended 30 June 2026
L
evel 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Opening balance 9,361 – 250,460 259,821
Investment additions
(1)
– – 4,631 4,631
Investment disposals
(2)
(6,244) – (686) (6,930)
Transfers from Level 3 to Level 1 37,026 – (37,026) -
40,143 – 217,379 257,522
Loss on disposals (26,283) – (34) (26,317)
Change in fair value 32,726 – 339,145 371,871
Change in fair value – foreign exchange
movement
(4,428) – 6,849 2,421
2,015 – 345,960 347,975
Net gains on investments held at fair value
through profit or loss
2,015 – 345,960 347,975
Closing balance 42,158 – 563,339 605,497
(1)
During the year ended 30 June 2026, cash transactions amounted to £3.6m and non-cash transactions amounted to £1.0m and relate to the
conversion of loan to equity in Seraphim Space Ventures II LP (£0.7m) and the exercise of a warrant in ALL.SPACE (£0.3m).
(2)
During the year ended 30 June 2026, cash transactions amounted to £6.2m and non-cash transactions amounted to £0.7m and relate to the
conversion of loan to equity in Seraphim Space Ventures II LP (£0.7m).
On 8 July 2026, the Company closed on the sale of one of its investments, which was originally acquired by the
Company in 2021 and into which the Company made further follow on investments for a total cost of £31.6m. As
at 30 June 2026, the investment was classified as held for sale and recorded as a current asset at its fair value of
£45.4m (comprised of initial consideration made up of cash proceeds and York Space shares, and additional cash
consideration which would be held in escrow and subject to post-completion adjustments that we are not expecting
to be significant), within investments at fair value through profit or loss in the Statement of Financial Position.
Refer to note 2 for more details on the Company’s policy on Investments held at fair value through profit or loss.
Based on York Space’s closing share price of $24.62 on the reporting date, the initial consideration was valued
at approximately £39.3m ($52.2m), increasing to £45.4m ($60.3m) assuming full release of the escrow amounts.
Based on York Space’s closing share price of $22.92 on 7 July 2026 prior to the completion of the transaction, the
consideration comprised cash proceeds of £13.4m and 1,240,150 York Space shares (together worth £34.7m) and
up to £6.1m of additional cash consideration held in escrow and subject to post-completion adjustments. The York
Space shares are subject to lock-up restrictions, with 50% locked for six months and 50% locked for nine months
from completion.
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9. investments held at fair value through profit or loss (continued)
For the year ended 30 June 2025
L
evel 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Opening balance 6,946 4,419 190,134 201,499
Investment additions
(1)
– 5,811 13,979 19,790
Investment disposals
(2)
(3,483) (13,699) (867) (18,049)
Transfers from Level 2 to Level 1 872 (872) – –
Transfers from Level 3 to Level 1 2,967 – (2,967) –
7,302 (4,341) 200,279 203,240
(Gains)/losses
on disposals (984) 3,728 (14) 2,730
Change in fair value 3,667 1,016 61,509 66,192
Change in fair value – foreign exchange movement (624) (403) (11,314) (12,341)
2,059 4,341 50,181 56,581
Net gains on investments held at fair value through
profit or loss 2,059 4,341 50,181 56,581
Closing balance 9,361 – 250,460 259,821
(1)
During the year ended 30 June 2025, cash transactions amounted to £14.2m and non-cash transactions amounted to £5.6m and relate to the
exercising of options in AST SpaceMobile Inc (£4.7m) and the conversion of loan to equity in Seraphim Space Ventures II LP (£0.9m).
(2)
During the year ended 30 June 2025, cash transactions amounted to £12.5m and non-cash transactions amounted to £5.6m and relate to exercising
of options in AST SpaceMobile Inc (£4.7m) and the conversion of loan to equity in Seraphim Space Ventures II LP (£0.9m).
During the year ended 30 June 2026 investments with a fair value of £37.0m were transferred from Level 3 to Level 1
due to the HawkEye 360 IPO and listing in May 2026 (2025: investments with a fair value of £3.0m were transferred
from Level 3 to Level 1 due to the Voyager IPO and listing in June 2025).
During the year ended 30 June 2026 no investments were transferred from Level 2 to Level 1 (2025: investments
with a fair value of £0.9m were transferred from Level 2 to Level 1 due to the exercising of options in AST Space
Mobile).
Fair value measurements
The Company measures fair value using the following fair value hierarchy that prioritises the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations with
unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as
follows:
Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived
from prices). This category includes instruments valued using quoted prices in active markets for similar
instruments, quoted prices for identical or similar instruments in markets that are considered less than
active or other valuation techniques for which all significant inputs are directly or indirectly observable
from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments for
which the valuation technique includes inputs that are not based on observable data and the unobservable
inputs have a significant effect on the instrument’s valuation. This category includes instruments that are
valued based on quoted prices for similar instruments for which significant unobservable adjustments
or assumptions are required to reflect differences between the instruments.
notes to the financial statements
(continued)
F I N A N C I A L S T A T E M E N T S
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notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
9. investments held at fair value through profit or loss (continued)
The level in the fair value hierarchy within which the fair valu
e measurement is categorised in its entirety is
determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose,
the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement
uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a
Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement,
considering factors specific to the asset or liability.
The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company
considers observable data to be market data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.
The objective of the valuation techniques used is to arrive at a fair value measurement that reflects the price that
would be received if an asset was sold or a liability transferred in an orderly transaction between market participants
at the measurement date.
The following tables analyse, within the fair value hierarchy, the Company’s investments measured at fair value at
30 June 2026 and 2025.
As at 30 June 2026
L
evel 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed investments 42,158 – – 42,158
Unlisted investments – – 563,339 563,339
42,158 – 563,339 605,497
As at 30 June 2025
£
’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
Listed investments 9,361 – – 9,361
Unlisted investments – – 250,460 250,460
9,361 250,460 259,821
The Level 1 investments were valued by reference to the closing bid prices of each portfolio company on the
reporting date.
Due to their nature, the unlisted investments are always expected to be classified as Level 3 as these are not traded
and their fair values will contain unobservable inputs.
Significant unobservable inputs for Level 3 valuations
The fair value of unlisted securities is established with reference to the IPEV Valuation Guidelines, and the Company
may base valuations on the calibrated price of recent investment in the portfolio companies, comparable milestones
or multiples of earnings or revenues where applicable. An assessment is made at each measurement date as to the
most appropriate valuation methodology.
128
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eraphim Space Investment Trust PLC
9. investments held at fair value through profit or loss (continued)
Significant unobservable inputs
Th
e valuation methodologies applied involve subjectivity in their significant unobservable inputs and the tables
below outline these inputs. Note 15 illustrates the sensitivity that flexing these inputs has on fair value (‘FV’).
As at 30 June 2026
Valuation methodology F
V (£’000) Unobservable input
Level 1
Available market price 42,158 n/a
Level 3
Calibrated price of recent investment (3-6 months) 48,103 Transaction price and company performance
Calibrated price of recent investment (>6 months) 49,773 Transaction price and company performance
Discount to price of recent investment (post-period) 385,886 Uncertainty discount, transaction price and
company performance
Expected acquisition price 45,397 Transaction price, estimated value of amounts
subject to escrow, impact of restrictions
attached to equity consideration
Partial write down to price of recent investment 3,517 Write down percentage, transaction price and
company performance
Recalibrated enterprise value 26,832 Weightings and comparable multiples
Underlying fund NAV 3,831 Underlying fund value and performance
Total 605,497
As at 30 June 2025
Valuation methodology F
V (£’000) Unobservable input
Level 1
Available market price 9,361 n/a
Level 3
Calibrated price of recent investment (<3 months) 23,995 Transaction price and company performance
Calibrated price of recent investment (3-6 months) 3,648 Transaction price and company performance
Calibrated price of recent investment (>6 months) 46,922 Transaction price and company performance
Discount to price of recent investment (post-period) 2,830 Uncertainty discount, transaction price and
company performance
Expected acquisition price 327 Transaction price
Partial write down to price of recent investment 5,888 Write down percentage, transaction price and
company performance
Recalibrated enterprise value 37,180 Weightings and comparable multiples
Comparable multiples 125,702 Weightings and discount to comparables/
multiples
Underlying fund NAV 3,968 Underlying fund value and performance
Total 259,821
notes to the financial statements
(continued)
F I N A N C I A L S T A T E M E N T S
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notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
9. investments held at fair value through profit or loss (continued)
Significant holdings
De
tails of significant holdings as required by Schedule 4 of The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 are set out below.
30 June 2026
N
ame
Nature of
relationship
Country of
incorporation Class of share held
% of
share-
holding
Capital &
reserves
(£)
Profit/(loss)
(£)
Year end
of data
PlanetWatchers (UK) Limited Shareholder UK Series Seed 2 Preferen
ce
Pre-Series A Preference
Series A Preference
78%
29%
42%
12,109,793 Not publicly
available
31-Dec-25
30 June 2025
N
ame
Nature of
relationship
Country of
incorporation Class of share held
% of
share-
holding
Capital &
reserves
(£)
Profit/(loss)
(£)
Year end
of data
PlanetWatchers (UK) Limited Shareholder UK Series Seed 2 Prefere
nce
Pre-Series A Preference
Series A Preference
78%
29%
42%
12,102,884 Not publicly
available
31-Dec-24
Details are disclosed below in accordance with paragraph 82 of the AIC SORP in relation to unlisted investments
that represent at least 5% of the total portfolio value. Paragraph 82 requires disclosure of turnover, pre-tax profits
and net assets attributable to investors, as reported within the most recently audited financial statements of the
relevant investee companies.
For certain unlisted investee companies, this information is not publicly available and/or the Company is subject to
confidentiality restrictions which limit the information that can be disclosed. Where the required information has
not been provided in the table below, this represents a departure from the disclosed requirement of paragraph 82
of the AIC SORP. The Directors consider that the omitted information is not necessary for an understanding of the
Company’s financial position or performance and that the omission does not prevent the financial statements from
giving a true and fair view.
As at 30 June 2026
N
ame
Latest financial
statements
Proportion
of capital
owned
%
Book cost
£’000
Fair value
£’000
Income
recognised
from holding
in the period
£’000
Turnover
£’000
Pre-tax
profit/(loss)
£’000
Net assets
attributable to
shareholders
£’000
ICEYE N/A 4.3% 39,585 379,716 – Information not publicly availab
l
e
ALL.SPACE Year ended 31 December 2025 18.5% 31,620 45,397 325 13,908 (21,123) (15,011)
D-Orbit N/A 5.7% 11,643 41,123 – Information not publicly available
As at 30 June 2025
N
ame
Latest financial
statements
Proportion
of capital
owned
%
Book cost
£’000
Fair value
£’000
Income
recognised
from holding
in the period
£’000
Turnover
£’000
Pre-tax
profit/(loss)
£’000
Net assets
attributable to
shareholders
£’000
ICEYE N/A 5.5% 39,585 105,132 – Information not publicly availab
l
e
ALL.SPACE Year ended 31 December 2024 14.6% 28,010 28,055 – 12,611 (26,154) 5,622
D-Orbit N/A 6.1% 11,643 33,532 – Information not publicly available
HawkEye 360 Year ended 31 December 2024 2.8% 18,650 20,569 – Information not publicly available
130
S
eraphim Space Investment Trust PLC
10. trade and other receivables
30 June
2
026
£’000
30 June
2025
£’000
Prepayments 118 79
VAT receivable 116 21
Income receivable 325 –
559 100
11. cash and cash equivalents
30 June
2
026
£’000
30 June
2025
£’000
Cash and cash equivalents 152,881 21,513
152,881 21,513
Cash and cash equivalents include money market investments of £140.0m (30 June 2025: £11.4m).
12. trade and other payables
30 June
2
026
£’000
30 June
2025
£’000
Accruals 124 213
Trade creditors 478 98
Performance fee liability 53,965 –
54,567 311
13. share capital & other reserves
Date I
ssued and fully paid
Share capital
£’000
Treasury
shares
£’000
Share
premium
£’000
Special
distributable
reserve
£’000
Total
£’000
30 June 2025 Opening balance 2,394 (987) 60,377 173,176 234,960
C shares issued 13,651 – 122,858 – 136,509
C share issue costs – – (2,620) – (2,620)
30 June 2026 16,045 (987) 180,615 173,176 368,849
Issued and fully paid (number of shares) 2
026 2025
Ordinary shares 237,198,584 237,198,584
C shares 136,508,663 –
notes to the financial statements
(continued)
F I N A N C I A L S T A T E M E N T S
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notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
13. share capital & other reserves (continued)
The Company holds 2,186,344 of its ordinary shares in treasury
, has 237,198,584 ordinary shares in issue (excluding
treasury shares) and has 136,508,663 C shares in issue.
The Company’s issued share capital comprises ordinary shares and, where in issue, C shares. Holders of ordinary
shares and C shares are entitled to receive notice of and attend and vote at general meetings of the Company, with
each share carrying one vote. Ordinary shares and C shares participate in dividends and capital attributable to their
respective share classes in accordance with the Company’s Articles of Association. C shares are subject to specific
conversion provisions under the Articles and convert into ordinary shares on the terms prescribed therein. Neither
the ordinary shares nor the C shares are redeemable.
14. net asset value per share
The net asset value per ordinary and C share at the year end was as follows:
Ordinary shares
3
0 June
2026
30 June
2025
Shareholders’ funds £570.4m £281.1m
Number of ordinary shares in issue (excluding treasury shares) 237,198,584 237,198,584
Net asset value per share 240.49p 118.52p
C shares
3
0 June
2026
30 June
2025
Shareholders’ funds £133.9m –
Number of C shares in issue 136,508,663 –
Net asset value per share 98.11p –
15. financial risk management
Financial risk management objectives
Th
e Company’s investing activities intentionally expose it to a variety of financial risks. The Company makes
investments in order to generate returns in accordance with its investment policy and objectives.
The most important types of financial risks to which the Company is exposed are market risk (including price,
interest rate and foreign currency risk), liquidity risk and credit risk. The Board has overall responsibility for the
determination of the Company’s risk management and sets policies to manage financial risks at an acceptable level
to achieve the Company’s objectives. The policy and process for measuring and mitigating each of the main financial
risks are described below. The Investment Manager and the Administrator provide advice to the Board which allows
it to monitor and manage financial risks relating to the Company’s operations through internal risk reports which
analyse exposures by degree and magnitude of risks. The Investment Manager and the Administrator report to the
Board on a quarterly basis.
132
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eraphim Space Investment Trust PLC
15. financial risk management (continued)
Categories of financial instrument
Fo
r financial assets and liabilities carried at amortised cost, the Directors are of the opinion that their carrying value
approximates to their fair value.
Financial assets/liabilities are as follows:
30 June
2
026
£’000
30 June
2025
£’000
Financial assets
Investments held at fair value through profit or loss:
Investments 605,497 259,821
Other financial assets:
Cash and cash equivalents 152,881 21,513
Trade and other receivables 559 100
Financial liabilities
Non-current liabilities:
Performance fee liability (53,965) –
Current liabilities:
Trade and other payables (602) (311)
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising
the capital return to shareholders. The capital structure of the Company consists of share capital, share premium,
treasury shares, retained losses and other reserves, as stated in the Statement of Financial Position.
In order to maintain or adjust the capital structure, the Company may buy back shares or issue new shares. There
are no external capital requirements imposed on the Company.
During the year ended 30 June 2026, the Company had no borrowings (2025: £Nil).
The Company’s investment policy is set out in the Strategic Report on pages 47 and 48.
Market risk
Market risk includes price risk (including the impact of the general market on the price of any listed holdings or the
uncertainty associated with the price of unlisted holdings), foreign currency risk and interest rate risk.
a) Price risk
The investments held by the Company present a potential risk of loss of capital to the Company. Price risk arises
from uncertainty about future prices of the financial investments held by the Company. See note 9 for quantitative
information about the fair value measurement of the Company’s Level 3 investments.
notes to the financial statements
(continued)
F I N A N C I A L S T A T E M E N T S
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notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
15. financial risk management (continued)
Market risk (continued)
Th
e table below outlines that the valuation methodologies employed involve subjectivity in their significant
unobservable inputs and illustrates sensitivity of the valuations to these inputs. The table below shows the
reasonable alternative inputs.
As at 30 June 2026 (excluding
h
oldings valued using the
comparable multiples
methodology)
Valuation methodology FV (£’000)
Key
unobservable input
Other
unobservable
inputs Input
Reasonable alternative
i
nputs
Change in FV
(
£’000)
(+) (-) (+) (-)
Level 1
Available market price 42,158 n/a n
/a n/a 5% -5% 2,108 (2,108)
Level 3
Calibrated price of recent
investment (3-6 months)
48,103 Transaction price
(1)
and
company performance
(2), (3), (4), (5), (9)
n/a 10% -10% 5,310 (5,826)
Calibrated price of recent
investment (>6 months)
(11)
49,773 Transaction price
(1)
and
company performance
(2), (3), (4), (5), (9)
n/a 20% -20% 10,554 (8,639)
Discount to price of recent
investment (post-period)
385,886 Uncertainty discount,
transaction price
(1)
and
company performance
(6)
5% 5% -5% 19,287 (19,301)
Expected acquisition price 45,397 Transaction price,
estimated value of amounts
subject to escrow, impact
of restrictions attached to
equity consideration
(10)
n/a 5% -5% 75 (4,075)
Partial write down to price of
recent investment
3,517 Write down percentage,
transaction price
(1)
and
company performance
(7)
67% – 75% 25% -25% 1,448 (1,069)
Recalibrated enterprise
value
26,832 Weightings and
comparable multiples
(1), (3), (4), (5), (9)
5%-25% 10% -10% 2,683 (2,683)
Underlying fund NAV 3,831 Underlying fund value and
performance
(8)
n/a 5% -5% 192 (192)
Total 605,497 41,657 (43,893)
Notes:
(
1
)
While transaction price and associated enterprise value is observable, where it is deemed to be the appropriate valuation methodology, it is also
calibrated against recent developments and other methodologies as outlined in the table above.
(2)
Benchmark performance against relevant indices – the selection of appropriate benchmarks is assessed for each investment, taking into account its
industry, geography, products and customers.
(3)
EV/revenue multiple of comparable companies or M&A/secondary transactions – the selection of comparable companies or M&A/secondary
transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(4)
Milestone comparisons with private company comparables – the selection of milestones to be compared to EV is assessed for each investment based
on its industry and includes milestones such as number of satellites/missions/radars, headcount and funding raised.
(5)
Growth in company metrics – the selection of metrics is assessed for each investment based on its industry, level of revenue and growth profile and
includes metrics such as satellites/missions/radars, headcount, revenue and bookings.
(6)
The discount percentage applied for uncertainty of completing is typically in 5% increments – the level of discount to be applied is assessed for each
investment based on how advanced the transaction is and the expected timing of completion.
(7)
The write down percentage applied for underperformance is typically in increments of 10% to 25% – the level of write down to be applied is assessed for
each investment based on its level of underperformance, cash runway and ability to show improvement.
(8)
While underlying fund value is observable, it is also calibrated against recent developments and performance of the fund and its portfolio.
(9)
Where multiple methods of calibration or valuation are used, weightings of 5% to 25% are applied to these methods to total 100% – the level of weighting
applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
(10)
The transaction price is comprised of cash proceeds, listed shares (which are subject to lock-up restrictions) and additional consideration which
is held in escrow and subject to post-completion adjustments – liquidity and unrecoverable escrow discounts are assessed based on recent
developments.
(11)
Although the recent financing round for D-Orbit closed in January 2026, the round price was set by the lead investor in December 2026. As such, the
price of the recent investment is >6 months.
134
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eraphim Space Investment Trust PLC
15. financial risk management (continued)
Market risk (continued)
As at 30 June 2025
V
aluation methodology FV (£’000)
Key
unobservable input
Other
unobservable
inputs Input
Reasonable alternative
i
nputs
Change in FV (£’000)
(
+) (-) (+) (-)
Level 1
A
vailable market price 9,361 n/a n/a n/a 5% -5% 468 (468)
Level 3
Calibrated price of recent
investment (<3 months)
23,995 Transaction price
(1)
and
company performance
(2), (3), (4), (5), (9)
n/a 5% -5% 1,178 (1,403)
Calibrated price of recent
investment (3-6 months)
3,648 Transaction price
(1)
and
company performance
(2), (3), (4), (5), (9)
n/a 10% -10% 365 –
Calibrated price of recent
investment (>6 months)
46,922 Transaction price
(1)
and
company performance
(2), (3), (4), (5), (9)
n/a 20% -20% 4,432 (3,762)
Discount to price of recent
investment (post-period)
2,830 Uncertainty discount,
transaction price
(1)
and
company performance
(6)
5% 10% -5% 231 (115)
Expected acquisition price 327 Transaction price n/a 5% -5% 29 (29)
Partial write down to price of
recent investment
5,888 Write down percentage,
transaction price
(1)
and
company performance
(7)
25% – 75% 25% -25% 2,646 (2,221)
Recalibrated enterprise
value
37,180 Weightings and
comparable multiples
(1), (3), (4), (5), (9)
5%-15% 10% -10% 4,036 (4,045)
Underlying fund NAV 3,968 Underlying fund value and
performance
(8)
n/a 5% -5% 45 (45)
Total 134,119 13,430 (12,088)
Notes:
(
1)
While transaction price and associated enterprise value is observable, where it is deemed to be the appropriate valuation methodology, it is also
calibrated against recent developments and other methodologies as outlined in the table above.
(2)
Benchmark performance against relevant indices – the selection of appropriate benchmarks is assessed for each investment, taking into account its
industry, geography, products and customers.
(3)
EV/revenue multiple of comparable companies or M&A/secondary transactions – the selection of comparable companies or M&A/secondary
transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(4)
Milestone comparisons with private company comparables – the selection of milestones to be compared to EV is assessed for each investment
based on its industry and includes milestones such as number of satellites/missions/radars, headcount and funding raised.
(5)
Growth in company metrics – the selection of metrics is assessed for each investment based on its industry, level of revenue and growth profile and
includes metrics such as satellites/missions/radars, headcount, revenue and bookings.
(6)
The discount percentage applied for uncertainty of completing is typically in 5% increments – the level of discount to be applied is assessed for each
investment based on how advanced the transaction is and the expected timing of completion.
(7)
The write down percentage applied for underperformance is typically in increments of 10% to 25% – the level of write down to be applied is assessed
for each investment based on its level of underperformance, cash runway and ability to show improvement.
(8)
While underlying fund value is observable, it is also calibrated against recent developments and performance of the fund and its portfolio.
(9)
Where multiple methods of calibration or valuation are used, weightings of 5% to 15% are applied to these methods to total 100% – the level of
weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
notes to the financial statements
(continued)
F I N A N C I A L S T A T E M E N T S
notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
135
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n
nual Report and Financial Statements
15. financial risk management (continued)
Market risk (continued)
As at 30 June 2025 (holdings
v
alued using the comparable
multiples methodology)
Valuation methodology FV (£’000)
Key
unobservable input
Other
unobservable
inputs Input
Reasonable alternative
i
nputs
Change in FV
(
£’000)
(+) (-) (+) (-)
Level 3
Comparable multiples 125,702 EV/revenue multiple
(1), (2)
8.8x – 18.1x 10% -10% 12,259
(3)
(12,050)
(4)
Comparable multiples 125,702 Illiquidity discount n/a 20% -10% 10% 15,476
(3)
(14,887)
(4)
Total 125,702 27,735 (26,937)
(1)
EV/revenue multiple of comparable companies or M&A/secondary transactions – the selection of comparable companies or M&A/secondary
transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(2)
Where multiple methods of calibration or valuation are used, weightings of 25% to 33% are applied to these methods to total 100% – the level of
weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
(3)
ICEYE represents 85% of the change.
(4)
ICEYE represents 98% of the change.
Reasonable alternative inputs are explained as follows:
• Investments valued using Level 1 methodologies or the calibr
ated price of recent transactions which completed
in the three months prior to the year end are flexed up and down by 5% as the Board believes these do not involve
significant subjectivity.
• Investments valued using the calibrated price of recent transac
tions which completed more than three months
but less than six months before the year end are flexed up and down by 10% as the subjectivity is thought to be
greater than the above, but still not very material.
• Investments valued using the calibrated price of recent transactions which completed more than six months
before the year end are flexed up and down by 20% as there is a greater chance that market movements would
impact the price of private transactions.
• Partial write downs used in the year were 67% to 75%, but tend to usually be applied in 25% increments and,
therefore, the inputs are flexed up and down by this amount to account for this level of improvement or deterioration
in the portfolio companies’ performance.
• Uncertainty discounts of 5% were applied where a funding round
was completed shortly after the end of the
period. In an upside scenario, this input is flexed up by 10% to remove the applied uncertainty discount and
accounts for a 5% flex up in relation to the underlying price which the Board does not believe involves significant
subjectivity. In the downside scenario, the input is flexed down by 5% in relation to the underlying price (similar to
the flex used for investments valued using the calibrated price of recent investment which completed in the three
months prior to the period end).
• Investments valued using a recalibrated enterprise value are fle
xed up and down by 10%. A 10% flex is considered
reasonable as a result of judgement in relation to the comparable multiples.
notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
136
S
e
raphim Space Investment Trust PLC
15. financial risk management (continued)
Market risk (continued)
Th
e Company is exposed to a variety of risks which may have an impact on the carrying value of the Company’s
investments.
i) Not actively traded
The majority of the Company’s investments are not generally traded in an active market but are indirectly exposed
to market price risk arising from uncertainties about future values of the investments held. The Company’s
investments vary as to the industry sub-sector, geographic distribution of operations and size, all of which may
impact the susceptibility of their valuation to uncertainty.
Although the investments are in the same industry, the risk is managed through careful selection of investments
within the specified limits of the investment policy. The investments are monitored on an ongoing basis by the
Investment Manager.
ii) Concentration
The Company invests principally in early and growth stage unquoted SpaceTech businesses. This means that
the Company is exposed to the concentration risk of only making investments in the SpaceTech sector, of which
concentration risk may further relate to sub-sector, geography, relative size of an investment or other factors.
The Board and the Investment Manager monitor the concentration of the investment portfolio on a quarterly and
ongoing basis respectively to ensure compliance with the investment policy.
iii) Liquidity
The Company maintains flexibility in funding by keeping sufficient liquidity in cash, short-term deposits and other
cash equivalents, which may be invested on a temporary basis in line with the cash management policy as agreed
by the Board from time to time.
As at 30 June 2026, £152.9m, or 21.7% of the Company’s net assets, were money market deposits and cash
balances held on deposit with banks with high credit ratings (2025: £21.5m, or 7.7%).
b) Foreign currency risk
The Company has exposure to foreign currency risk due to the acquisition of some investments and payment of
some expenses in currencies other than Sterling. Consequently, the Company is exposed to risks that the exchange
rate of its functional currency relative to other foreign currencies may change in a manner that has an adverse effect
on the value of that portion of the Company’s assets or liabilities denominated in currencies other than Sterling.
The following table shows the FX rates as at 30 June 2026 compared to 30 June 2025.
30 June
2
026
30 June
2025 % change
GBP/USD 1.327 1.371 (3.18%)
GB
P/EUR 1.161 1.168 (0.61%)
GBP/DKK 8.678 8.711 (0.38%)
GBP/JPY 215.705 197.960 8.96%
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notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
15. financial risk management (continued)
Market risk (continued)
Th
e following table sets out, in Sterling, the Company’s total exposure to foreign currency risk and the net exposure
to foreign currencies of the monetary assets and liabilities.
As at 30 June 2026
£
£
’000
USD $
£’000
€
£’000
DKK
£’000
JPY
£’000
Total
£’000
Non-current assets
Investments at fair value through profit or loss 14,627 500,213 41,382 2,977 902 560,101
Total non-current assets 14,627 500,213 41,382 2,977 902 560,101
Current assets
Investments classified as held for sale – 45,396 – – – 45,396
Trade and other receivables 116 443 – – – 559
Cash and cash equivalents 144,735 8,137 9 – – 152,881
Total current assets 144,851 53,976 9 – – 198,836
Non-current liabilities
Performance fee liability (53,965) – – – – (53,965)
Total non-current liabilities (53,965) (53,965)
Current liabilities
Trade and other payables (602) – – – – (602)
Total current liabilities (602) – – – – (602)
Total net assets 104,911 554,189 41,391 2,977 902 704,370
As at 30 June 2025
£
£
’000
USD $
£’000
€
£’000
DKK
£’000
JPY
£’000
Total
£’000
Non-current assets
Investment at fair value through profit or loss 15,965 206,910 33,532 2,830 584 259,821
Total non-current assets 15,965 206,910 33,532 2,830 584 259,821
Current assets
Trade and other receivables 21 79 – – – 100
Cash and cash equivalents 12,928 8,580 5 – – 21,513
Total current assets 12,949 8,659 5 – – 21,613
Current liabilities
Trade and other payables (311) – – – – (311)
Total current liabilities (311) – – – – (311)
Total net assets 28,603 215,569 33,537 2,830 584 281,123
During the year, FX gains of £3,171k (2025: losses of £12,148k) were recognised in the capital column of the Statement
of Comprehensive Income. FX gains of £284k (2025: losses of £102k) were recognised in the revenue column.
If the US Dollar weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant,
the fair value of net assets would decrease/increase by £27,709k (2025: £10,808k).
If the Euro weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant, the fair
value of net assets would decrease/increase by £2,070k (2025: £1,677k).
138
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notes to the financial statements
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ontinued)
F I N A N C I A L S T A T E M E N T S
15. financial risk management (continued)
Market risk (continued)
If
the Danish Krone weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held constant,
the fair value of net assets would decrease/increase by £149k (2025: £142k).
If the Japanese Yen weakened/strengthened by 5% (2025: 5%) against Sterling with all other variables held
constant, the fair value of Net Assets would decrease/increase by £45k (2025: £29k).
c) Interest rate risk
The Company’s exposure to interest rate risk relates to the Company’s cash and cash equivalents. The Company
is subject to risk due to fluctuations in the prevailing levels of market interest rates. Any excess cash and cash
equivalents are invested at short-term market interest rates. As at the date of the Statement of Financial Position,
the majority of the Company’s cash and cash equivalents were held in interest bearing fixed deposit accounts.
The Company had no other Interest-bearing assets or liabilities as at the reporting date. As a consequence, the
Company was only exposed to variable market interest rate risk. As at 30 June 2026, the cash balance held by the
Company was £152.9m (2025: £21.5m). A 0.5% decrease/increase in interest rates with all other variables held
constant would result in a change to interest received of -/+ £764k per annum (2025: 0.5% decrease/increase
resulting in a change of -/+ £108k).
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when
due. The Investment Manager and the Board monitor forecast and actual cash flows to consider future investing
activities.
The Company adopts a prudent approach to liquidity management and through the preparation of budgets and
cash flow forecasts maintains sufficient cash reserves to meet its obligations.
Credit risk
Credit risk refers to the risk that a counterparty to a financial instrument will default on a contractual obligation or
commitment that it has entered into with the Company, resulting in financial loss to the Company. It arises principally
from investments in money market funds held and also from cash and cash equivalents and other receivables
balances.
The Company’s policy for credit risk is to minimise its exposure to counterparties with perceived higher risk of
default by only dealing with counterparties that meet certain credit standards.
Credit risk is monitored on an ongoing basis by the Investment Manager in accordance with the procedures and
policies in place.
The table below shows the material cash and short-term deposit balances and credit rating for the counterparties
used by the Company at the year end.
Counterparty L
ocation
Rating
S&P
As at
30 June
2026
£’000
As at
30 June
2025
£’000
Barclays UK A-1 12,850 10,124
JPMorgan Asset Management UK A-1 140,031 11,389
The Company’s maximum exposure to credit risk default at the year end is shown below:
As at
3
0 June
2026
£’000
As at
30 June
2025
£’000
Cash and cash equivalents 152,881 21,513
Tr
ade and other receivables (less prepayments) 441 21
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notes to the financial statements
(c
ontinued)
F I N A N C I A L S T A T E M E N T S
16. related party and investment manager transactions
Directors
As
at 30 June 2026, the Company had four non-executive Directors. Directors’ fees (excluding employer national
insurance contributions) for the year ended 30 June 2026 amounted to £218k (2025: £210k), of which £Nil was
outstanding at the year end (2025: £Nil).
Investment Manager
Seraphim Space Manager LLP has been appointed as the Company’s exclusive Investment Manager and AIFM and
is responsible for the day-to-day operation and management of the Company’s investment portfolio, subject at all
times to the overall supervision of the Board.
For the provision of services under the Investment Management Agreement, the Investment Manager earns a
management fee and performance fee, as disclosed in note 5.
17. ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings ad
vised to it, the Company has no ultimate
controlling party.
18. subsequent events
As explained on page 11, subsequent events in the normal course of business incl
ude:
ALL.SPACE was acquired by York Space on 8 July 2026 for a total purchase price of approximately $300m, consisting
of approximately $155m in cash and 5.9m shares of York Space common stock. The company will continue to operate
as a wholly owned subsidiary of York Space. Based on York Space’s closing share price of $24.62 on 30 June 2026,
the fair value of SSIT’s investment was £45.4m at the period end. Based on York Space’s closing share price of $22.92
on 7 July 2026 (the date prior to the completion of the transaction), the consideration was worth up to £40.8m, after
taking into account the share class waterfall allocations. The consideration was comprised of cash proceeds of £13.4m
and 1,240,150 York Space shares (together worth £34.7m) and up to £6.1m of additional cash consideration held in
escrow and subject to post-completion adjustments, which were not expected to be significant. Since completion,
there has been a further fall in the York Space share price, reducing the value of the Company’s holding in York Space
from £21.3m at completion to £6.1m at 13 October 2026.
Xona Space Systems completed a new financing round in October, in which SSIT invested $15m for the C share
portfolio. The financing has resulted in a material increase in the fair value of SSIT’s holding in the ordinary share
portfolio, making Xona Space Systems the Company’s second largest portfolio holding. The valuation derived from
the financing increases the fair value of the Company’s existing holding by approximately £52.4m from the fair value
as at 30 June 2026, equivalent to 22.0p per ordinary share (gross of any performance fee accrual).
ICEYE announced a strategic partnership with Nokia to jointly develop sovereign LEO satellite communications
systems for government and defence customers. Combining ICEYE’s proven space infrastructure expertise
with Nokia’s communications technology, the partnership aims to deliver secure, high-performance broadband
connectivity for defence, border security, emergency response and critical national infrastructure applications. The
first satellites are expected to launch in 2028, supporting growing demand for sovereign European space-based
communications capabilities and resilient mission-critical connectivity.
As at 13 October 2026, £72.5m of the C share proceeds had been deployed in 5 existing portfolio companies and
1 new company (which is a portfolio company in the Venture Fund).
further
i
nformation
ICEYE
141
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We assess the Company’s performance using a variety o
f measures, some of which are not specifically defined under
UK-adopted International Accounting Standards and are therefore termed ‘APMs’. Our APMs, which are shown below,
are reconciled, where appropriate, to the financial statements through the narrative below. The Board believes that each
of the APMs, which are typically used within the listed investment company sector (with the exception of portfolio fair
value vs. cost), provide additional useful information to shareholders to help assess the Company’s performance.
share price movement
The share price is a measure of the value of a share in the Company
as determined by the stock market. The share
price movement measures how the share price has performed over the relevant period of time, expressed as a
percentage of the opening share price. As the Company does not pay dividends, the shareholder total return for any
period is the same as the share price movement over that period. The Company’s C shares were admitted to trading
on the London Stock Exchange’s main market on 12 May 2026.
Ordinary shares
30 June 2026 vs 30 June 2025
S
hare price on 30 June 2025 a 85.6
Share price on 30 June 2026 b 187.8
Movement (b-a)/a 119.4%
30 June 2025 vs 30 June 2024
S
hare price on 30 June 2024 a 54.6
Share price on 30 June 2025 b 85.6
Movement (b-a)/a 56.8%
C shares
30 June 2026 vs 12 May 2026
S
hare price on 12 May 2026 a 101.0
Share price on 30 June 2026 b 79.0
Movement (b-a)/a -21.8%
F U R T H E R I N F O R M A T I O N
alternative performance
measures
nav per share movement
T
he NAV per share is a measure of the value of the Company attribut
able to each share at the relevant date (see
note 14 to the financial statements on page 131). The NAV per share movement is a measure of our success in
creating shareholder value over the relevant period of time, expressed as a percentage of the opening NAV per
share. As the Company does not pay dividends, the NAV total return for any period is the same as the NAV per share
movement over that period.
Ordinary shares
30 June 2026 vs 30 June 2025
N
AV per share on 30 June 2025 a 118.52
NAV per share on 30 June 2026 b 240.49
Movement (b-a)/a 102.9%
30 June 2025 vs. 30 June 2024
N
AV per share on 30 June 2024 a 96.18
NAV per share on 30 June 2025 b 118.52
Movement (b-a)/a 23.2%
C shares
30 June 2026 vs 12 May 2026
N
AV per share on 12 May 2026 a 98.00
NAV per share on 30 June 2026 b 98.11
Movement (b-a)/a 0.1%
-discount/+premium
The -discount/+premium is a measure of the share price relative to the NAV per share, expressed as a percentage of
the NAV per share. If the percentage is negative, the shares were trading at a price lower than (i.e. a discount to) their
NAV and, if it is positive, they were trading at a price higher than (i.e. a premium to) their NAV.
Ordinary shares
30 June
2
026
30 June
2025
NAV per share (note 14 to the financial statements) a 240.49 118.52
Share price b 187.80 85.60
-Discount/+premium (b-a)/a -21.9% -27.8%
C shares
30 June
2
026
30 June
2025
NAV per share (note 14 to the financial statements) a 98.11 –
Share price b 79.00 –
-Discount/+premium (b-a)/a -19.5% –
alternative performance measures
(continued)
F U R T H E R I N F O R M A T I O N
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e
raphim Space Investment Trust PLC
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Section title
(c
ontinued)
X X X X X X X X R E P O R T
14
3
Annual
Re
Re
por
por
por
por
t and Financial Statements
Se
ct
ct
ct
io
io
n
n
title
(con
ti
ti
nu
nu
nu
ed
ed
)
)
X X
X X
X X
X X
X X
X X
X X
X X
X X R E P
O R
O R
T
T
alternative performance measures
(c
ontinued)
F U R T H E R I N F O R M A T I O N
ongoing charges
The ongoing charges ratio is a measure of the recurring annual co
sts of running the Company based on historical
data, indicating the minimum gross profit that the Company needs to produce to make a positive return for
shareholders. It is calculated using the AIC methodology and is the Company’s recurring operating costs incurred
in the 12 months ending at the end of the relevant financial period, charged to Revenue or Capital in the Statement
of Comprehensive Income, calculated as a percentage of the average published NAV in respect of that 12-month
period. Operating costs exclude, for this purpose, the costs of acquiring and disposing of investments, any finance
costs, costs of issuing or buying back shares, taxation, any performance fees and any costs not expected to recur
in the foreseeable future.
Ordinary shares
30 June
2
026
£’000
30 June
2025
£’000
Investment management fee (note 5 to the financial statements) 4,034 2,905
Other operating expenses (note 6 to the financial statements) 1,458 1,582
Less non-recurring operating expenses 7 (133)
Ongoing charges 5,499 4,354
Average quarterly NAV 403,223 245,676
Ongoing charges ratio 1.36% 1.77%
C shares
30 June
2
026
£’000
30 June
2025
£’000
Estimated Investment management fee 1,519 –
Other operating expenses 131 –
Annualised other operating expenses 960 –
Less non-recurring operating expenses (387) –
Ongoing charges 2,092 –
Average quarterly NAV 133,932 –
Ongoing charges ratio
(1)
1.56% –
portfolio fair value vs. cost
Portfolio fair value vs. cost is a measure of the absolute perfo
r
mance of the investments in the Company’s portfolio
at the relevant reporting date since they were acquired. It is the amount by which the fair value of the investments
in the portfolio at the end of the relevant financial period has changed in relation to the aggregate cost of those
investments (adjusted for any disposals), expressed as a percentage of the aggregate cost.
30 June
2
026
£m
30 June
2025
£m
Portfolio fair value (note 9 to the financial statements) a 605.5 259.8
Aggregate cost of the assets (adjusted for any disposals) b 168.4 196.9
Portfolio fair value vs. cost a/b 359.6% 131.9%
(1)
The C shares were admitted to trading on 12 May 2026 and were therefore in issue for only part of the year. The ongoing charges ratio has been
calculated by annualising the recurring operating expenses attributable to the C shares for the 50-day period from admission to 30 June 2026. The
annualised ratio may not be representative of the ongoing charges that will be incurred in future periods.
143
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144
S
eraphim Space Investment Trust PLC
144
Seraphim Space Invest
men
men
t T
t T
rus
rus
t P
LC
Administrator or C
ompany Secretary: Ocorian
Administration (UK) Limited.
AI: artificial intelligence.
AIC: The Association of Investment Companies, the
trade body for UK-listed closed-ended investment
companies.
AIC SORP: The Statement of Recommended Practice
for the Financial Statements of Investment Trust
Companies and Venture Capital Trusts, issued by the
AIC as amended from time to time.
Auditor: BDO LLP.
Board: the Board of Directors of the Company.
Bookings: contracted future revenues.
Company or SSIT: Seraphim Space Investment Trust
PLC.
CY: calendar year, a one-year period that begins on
1 January and ends on 31 December.
Directors: the Directors of the Company.
Discount: the share price of a listed investment company
is rarely the same as its NAV. When the share price is
lower than the NAV per share it is said to be trading at
a discount. The discount is the difference between the
share price and the NAV, expressed as a percentage of
the NAV.
ESG: environmental, social and governance.
EV: enterprise value.
Fair value-weighted average: in relation to multiple
portfolio companies, an average weighted by each
portfolio company’s relative fair value.
FCA: Financial Conduct Authority.
FV: fair value.
FX: foreign exchange.
GPS: global positioning system.
Gross asset value: the value of the gross assets of the
Company, determined in accordance with its accounting
policies.
Gross portfolio internal rate of return or gross
portfolio IRR: This is a financial metric used to measure
the annualised return on the Company’s investments
before deducting any management fees, performance
fees or other expenses. It provides a clear assessment
of the Company’s performance at the portfolio level,
focusing solely on the returns generated during the
measurement period.
IAS: International Accounting Standards.
IFRS: the International Financial Reporting Standards,
being the principles-based accounting standards,
interpretations and the framework by that name issued
by the International Accounting Standards Board, to the
extent they have been adopted by the UK.
Investment Management Agreement: the investment
management agreement entered into between the
Investment Manager and the Company, details of
which are included under ‘Investment Manager’ in the
Corporate Governance Report on page 81.
Investment Manager or Seraphim Space: Seraphim
Space Manager LLP.
IPEV: the International Private Equity and Venture
Capital Association.
IPO: initial public offering, being an offering by a
company of its share capital to the public with a view to
seeking an admission of its shares to a recognised stock
exchange.
London Stock Exchange: London Stock Exchange
PLC.
M&A: mergers and acquisitions.
NASDAQ: National Association of Securities Dealers
Automated Quotations.
NAV or net asset value: the value of the assets of the
Company less its liabilities as calculated in accordance
with its accounting policies (or, in the context of a share,
the NAV of the Company attributable to the shares of
that class divided by the number of shares of that class
in issue (but excluding any treasury shares)).
glossary
F U R T H E R I N F O R M A T I O N
145
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nnual Report and Financial Statements
Premium: a p
remium occurs when the share price of a
listed investment company is higher than the NAV. The
premium is the difference between the share price and
the NAV, expressed as a percentage of the NAV.
SAR: synthetic-aperture radar, a form of radar that
is used to create two-dimensional images or three-
dimensional reconstructions of objects, such as
landscapes.
SpaceTech: in the context of a business, an organisation
which relies on space-based connectivity and/or
precision, navigation and timing signals or whose
technology or services are already addressing, originally
derived from or of potential benefit to the space sector.
Total return: the total return on an investment
comprises both changes in the NAV per share or share
price and any dividends paid to shareholders and is
calculated on the basis that all historic dividends have
been reinvested in the NAV or shares on the date the
shares become ex-dividend.
Treasury shares: the Company has the authority to
make market purchases of its ordinary shares for
retention as treasury shares for future reissue, resale,
transfer or cancellation. Treasury shares do not receive
distributions and the Company is not entitled to exercise
the voting rights attaching to them.
UN SDG: United Nations Sustainable Development
Goals.
VC: venture capital.
Venture Fund: Seraphim Space Ventures II LP.
glossary
(continued)
F U R T H E R I N F O R M A T I O N
146
S
eraphim Space Investment Trust PLC
Registered Office
5th Floor
20 F
enchurch Street
London
EC3M 3BY
Board of Directors
Will Whitehorn (Chair)
Su
e Inglis (Senior Independent Director)
Christina McComb
Angela Lane
Investment Manager
Seraphim Space Manager LLP
Th
e Jellicoe
Unit 3.05
5 Beaconsfield Street
King’s Cross
London
N1C 4EW
Administrator and Company Secretary
Ocorian Administration (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Corporate Brokers
Deutsche Numis, London Branch
21 Moorfields
London
EC2Y 9DB
J.P. Morgan Securities PLC
25 Bank Street
Canary Wharf
London
E14 5JP
Legal Adviser
Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH
Depositary
O
corian Depositary (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Custodian
Liberum Wealth
1st Floor Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
Public Relations and Communications Adviser
SEC Newgate
14 Greville Street
London
EC1N 8SB
Identifiers
Website: https://investors.seraphim.vc/
GIIN: GXNBCF.99999.SL.826
Registered Company Number: 13395698
Legal Entity Identifier: 2138002THGUZBGZC2V85
Ordinary shares
ISIN: GB00BKPG0138
Ticker: SSIT
SEDOL: BKPG013
C shares
ISIN: GB00BW6HS596
Ticker: SSIC
SEDOL: BW6HS59
F U R T H E R I N F O R M A T I O N
corporate information
147
A
nnual Report and Financial Statements
This Annual Report may include statements that are, or may be deemed to be, ‘forward-looking statements’.
T
hese forward-looking statements are sometimes, but not always, identified by the use of forward-looking
terminology, including the terms ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or,
in each case, their negative or other variations or comparable terminology.
Forward-looking statements include all matters that are not historical facts. They appear in a number of places
throughout this Annual Report and include statements regarding the intentions, beliefs or current expectations of
the Directors or Investment Manager concerning, amongst other things, the investment objective and investment
policy, investment performance, results of operations, financial condition, liquidity, financing strategies and
prospects of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance.
The Company’s actual investment performance, results of operations, financial condition, liquidity, financing
strategies and prospects may differ materially from the impression created by the forward-looking statements
contained in this Annual Report.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim
any obligations to update or revise any forward-looking statement contained in this Annual Report to reflect any
change in expectations with regard thereto or any change in events, conditions or circumstances on which any
statement is based.
F U R T H E R I N F O R M A T I O N
cautionary statement
2
S
eraphim Space Investment Trust PLC
Section title
(
c
ontinued)
X X X X X X X X
w w
w w
w.
w.
s e
r a
r a
p h
i m
i m
.vc
