Annual Report & Financial Statements
For the year ended 31 December 2025
Think value investing, think Temple Bar.
01.
02.
Objective
The investment objective of Temple Bar Investment Trust
Plc* is to provide growth in income and capital to achieve
a long-term total return greater than the benchmark
FTSE All-Share Index, through investment primarily
in UK-listed securities. The Company’s policy is to invest
in a broad spread of securities with the majority of the
portfolio typically selected from the constituents of the
FTSE 350 Index.
Purpose
The purpose of the Company is to deliver long-term
returns for shareholders from a diversified portfolio
of investments.
Think value investing, think Temple Bar.
* “Temple Bar”, the “Trust”, or the “Company”
For more information about Temple Bar Investment Trust Plc
visit the website or the Company’s LinkedIn page:
www.templebarinvestments.co.uk
https://www.linkedin.com/company/temple-bar-investment-trust-plc/
Contents
Strategic Report
5 Summary of Results
7 Chair ’s Statement
11 Investment Approach
16 Portfolio Manager’s Report
24 Engagement Case Studies
28 Portfolio of Investments
30 Portfolio Distribution
32 Overview of Strategy
Governance Report
48 Board of Directors
50 Report of Directors
54 Corporate Governance Statement
60 Report on Directors’ Remuneration
63 Report of the Audit and Risk Committee
66 Report of the Management Engagement Committee
67 Report of the Nomination Committee
68 Statement of Directors’ Responsibilities
69 Independent Auditor’s Report
Financial Report
77 Statement of Comprehensive Income
78 Statement of Changes in Equity
79 Statement of Financial Position
80 Statement of Cash Flows
81 Notes to the Financial Statements
Shareholder Information
97 Notice of Annual General Meeting
101 Useful Information for Shareholders
102 Corporate Information
103 Glossary of Terms
Strategic Report
Summary of Results
Alternative Performance Measure – See glossary of terms beginning on page 103 for definition and more information.
Debt fair value is calculated based on unobservable input, see note 20 beginning on page 9 1.
Source: Frostrow.
Source: Redwheel.
Source: ons.gov.uk.
2025 2024 % change
NAV total return with debt at fair value 33.9% 19.9%
Share price total return 45.3% 19.1%
FTSE All-Share Index (the “Benchmark”) 24.0% 9.5%
Change in Retail Price Index over year 4.2% 3.5%
NAV per share with debt at book value 369.1p 286.2p 29.0%
NAV per share with debt at fair value 373.4p 291.1p 28.3%
Share price
378.5p 272.0p 39.2%
Premium/(discount) of share price to NAV per share with debt at fair value 1.4% (6.6)%
Dividends per share 15.00p 11.25p 33.3%
4.0% 4.1%
Net gearing with debt at book value 5.8% 8.4%
Ongoing charges 0.59% 0.61%
Total Return Performance Year to 31 December 2025
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Rebased to 100 as at 31 December 2024.
Temple Bar Share Price (45.3%)
Temple Bar NAV with debt at fair value (33.9%)
FTSE All-Share (24.0%)
Dec 24 Jan 25 Feb 25 Mar 25 Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25
90
105
120
135
150
Total Return Performance since appointment of Redwheel as Portfolio Manager
to 31 December 2025
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Rebased to 100 as at 30 October 2020, the date of appointment of Redwheel, the trading name of RWC Asset Management LLP.
Temple Bar Share Price (233.2%)
Temple Bar NAV with debt at fair value (199.8%)
FTSE All-Share (103.7%)
Oct 20 Feb 21 Jun 21 Oct 21 Feb 22 Jun 22 Oct 22
Feb 23
Jun 23 Oct 23 Feb 24 Jun 24 Oct 24 Feb 25 Jun25 Oct 25 Dec 25
100
150
200
250
300
350
Summary of Results continued
contributors to and detractors from returns in the year can
be found in the Portfolio Manager’s Report. At the year end,
the Company’s net gearing was 5.8% (2024: 8.4%).
Dividend and Dividend Policy
Total dividends for the year amounted to 15.00p per share
(2024: 11.25p per share), an increase of 33.3% and
representing a yield of 4.0% at the year end.
The Board continues to monitor the Company’s net
revenue position closely and, based on the latest forecasts,
expects to maintain a progressive dividend policy with
future annual dividends increasing over time. However, the
pace of this growth is unlikely to match the significant
increases seen in the past few years which have been partly
due to a strong recovery in underlying dividends post-
COVID, but also reflect a change in the Company’s
distribution policy.
Last year, the Board recognised that many listed companies
have been altering the nature of their distributions to
shareholders, with substantial growth in the level of share
buybacks either alongside or instead of dividends.
According to Computershare’s UK Dividend Monitor, share
buybacks represented 42.1% of the total distributions by
UK listed companies in 2025. Unlike dividends, share
buybacks by portfolio companies are not recognised as
revenue in your Company’s accounts. Reflecting this,
shareholder authority was obtained at the last AGM to
amend the Company’s dividend policy to enhance the
dividend it pays from its net revenue by using our
capital reserves.
It is the Board’s current intention to increase the quarterly
dividends to 3.90p per share in 2026, (2025: 3.75p per share)
making a total of 15.60p per share for the year (2025: 15.0p per
share), an increase of 4.0%, representing an annualised
dividend yield of 4.3%, based on the share price at the time of
writing. In line with the dividend policy described above, the
total annual dividend will include 3.0p per share per annum
( 0.75p per share per quarter) paid from capital reserves,
equivalent to c.0.8% of net assets .
Discount/Premium Management
The Board remains committed to an active policy to
manage the Company’s share price relative to its Net Asset
Value. In the first two months of 2025, the Company
repurchased 791,246 shares to be held in treasury at an
average discount of 6.4%, for a total consideration of £2.2m.
However, the combination of strong performance, a rising
dividend and increased marketing has led to significant
Chair ’s Statement
Performance
I am pleased to report that 2025 was another strong year for
the Company’s performance, both in absolute terms and
relative to the FTSE All-Share Index, the Company’s
Benchmark. The Net Asset Value total return with debt at
fair value was +33.9% and the share price total return was
+45.3%, compared with a total return of +24.0% for
the Benchmark.
Since Redwheel took over the management of the
Company’s portfolio at the end of October 2020, the Net
Asset Value total return to the end of 2025 has been
+199.8% compared with +103.7% for the Benchmark,
representing outperformance of 8.9% per annum.
Investment Portfolio
The Portfolio Manager’s report provides a review of
performance drivers during the year. Returns were primarily
driven by stock selection rather than broader market
movements, reflecting the Portfolio Manager’s focus on
company fundamentals, valuation discipline and active
engagement with investee companies.
question for shareholders to ask is whether the Portfolio
Manager can continue to find attractive value opportunities.
They acknowledge that valuations have risen, but this was
from a very low starting point post- COVID, and they believe
that UK listed companies continue to trade at significant
discounts to their international peers. During 2025, they
took profits in several stocks that performed strongly,
notably the Banks and Insurance companies, recycling
capital into new holdings such as Johnson Matthey and
Smith & Nephew. The ability to invest up to 30% in
companies listed outside the UK also gives the Portfolio
Manager the opportunity to find attractive investment ideas
from a wider universe.
Further details of the Portfolio Manager’s investment
approach, portfolio construction and significant
demand for the Company’s shares, particularly from retail
investment platforms such as interactive investor and
Hargreaves Lansdown. This has helped move the
Company’s share price to a premium to Net Asset Value per
share. I am pleased to report that as a result, the Company
was able to re-issue 5,045,000 shares out of treasury during
the year at an average premium of 3.0%, raising £18.6m.
On 31 December 2025, there were 289,649,378 shares in
issue (excluding the 44,714,447 shares held in treasury).
Since this date to 18 March 2026 , a further 8,070,000 shares
have been re-issued from treasury at an average premium
of 2.9%, raising a further £ 31.5m. As a result, the Company’s
market capitalisation is £1. 1bn at the time of writing, up
from £ 776m at the start of 2025.
The Board’s strategy has been to issue shares at a small
premium to Net Asset Value in order to provide liquidity for
buyers. Growing the Company ’s assets also helps to reduce
expenses, by spreading the Company’s fixed costs across a
wider base.
The Board is not complacent about the Company’s
premium rating at a time when the majority of Investment
Companies are trading at discounts. We have
demonstrated our commitment to discount control in
recent years, repurchasing shares with a value of £114.3m
between 1 January 2021 and 31 December 2025,
representing 14.99% of the Company’s share capital.
Should the Company trade on a discount in future, we
would seek to resume our active buyback policy.
Investment Universe
In our last Annual Report, we highlighted that the Board
monitors the Company’s investable universe to ensure that
the Portfolio Manager ha s a large enough opportunity set to
build a diversified portfolio of attractively valued
investments. In recent years, the number of takeovers and
delistings has significantly exceeded the number of IPOs.
According to Redwheel, the universe of UK listed
companies greater than £1bn is now 236 , 22 of which we
already hold, compared with 20 out of 226 two years ago.
Another consequence of de-equitisation in the UK market is
a rise in concentration of dividend payments, and the top
20 dividend payers in the FTSE All-Share Index now account
for around 63 % of the index yield.
At present, the Portfolio Manager continues to believe that
the opportunity set is large enough under the Company’s
current investment restrictions. However, should the
universe of UK listed companies continue to reduce
materially, the Board may in the future propose a
broadening of the investment policy to increase the ability
of our Portfolio Manager to access overseas opportunities
beyond the current 30% limit. Any such proposal would
require shareholder approval.
Environmental, Social & Governance
(“ESG”) Issues
ESG matters continue to be an important priority for the
Board, and our objective remains to have full disclosure on
the topic. The Board continues to request that our Portfolio
Manager monitor , evaluate and actively engage with
investee companies with the aim of preserving or adding
value to the portfolio. Our Portfolio Manager reports back to
the Board regularly on ESG related matters. Further details
can be found in the Portfolio Manager’s Report.
Board Changes
This is my first Chair’s Statement for Temple Bar, having
been appointed as Chair on 2 December 2025 when
Richard Wyatt retired from the Board. Richard joined the
Board in November 2017, and took over as Chair in May
2023. I would like to thank Richard for his significant
contribution, and I take on the role of Chair with the
Company in a far stronger position than it has been for
many years. Together with Arthur Copple, the previous
Chair, Richard was instrumental in the decision to appoint
Redwheel as Portfolio Manager in 2020, at a time when
value investing was firmly out of favour.
As part of the Board’s refreshment policy, two new
directors, Nick Bannerman and Wendy Colquhoun, were
appointed in the summer, and they have both quickly
settled into their roles. There have also been some changes
in Board responsibilities. Dr Shefaly Yogendra succeeded
me as the Senior Independent Director and Wendy
Colquhoun succeeded Shefaly as the Chair of the
Management Engagement Committee.
Chair ’s Statement continued
Outlook
It would be easy for investors to take fright given the
uncertain macro-economic and geopolitical outlook. In the
UK, economic growth remains anaemic, with a rising tax
burden on businesses and renewed inflationary fears
following the recent surge in energy prices. It is worth
recognising, though, that the Company’s performance is
not closely correlated to the health of the UK economy.
Indeed, the Portfolio Manager estimates that only
approximately 35 % of the underlying revenue of portfolio
companies comes from the UK. In part, this reflects the
global nature of many UK listed companies, particularly in
the Oil and Mining sectors, but it is also a result of the
Company’s exposure of up to 30% in businesses listed
overseas.
On a global level, the outlook is equally uncertain, with
rising protectionism, concern over the impact of AI on
corporate profits, as well as an escalation of hostilities in the
Middle East. However, the Company’s Portfolio Manager
has historically been very adept at taking advantage of
periods of market dislocation. Rather than trying to predict
the near term impact of macro-economic events, they
focus on what a company’s profits are likely to be over the
next five or more years. They believe that a temporary
reduction in profits over a year or two does very little to alter
the long-run intrinsic value of that business. Periods of
volatility in markets can provide opportunities for their
disciplined value-driven approach. As a result, the Board
believes that Temple Bar is well- placed to continue
delivering attractive long-term returns for shareholders
through a combination of capital growth and income.
Charles Cade
Chair
19 March 2026
Annual General Meeting (“AGM”)
The AGM this year will again be held at Barber-Surgeons’
Hall, Monkwell Square, Wood St, Barbican, London
EC2Y 5BL, on Tuesday, 5 May 2026 at 11.30am.
Shareholders and guests are welcome to attend in person
where you will be able to hear a presentation from the
portfolio management team Nick Purves and Ian Lance
and also to meet the Board of Directors. This year’s AGM is
notable as it marks the Company’s centenary . Temple Bar
Investment Trust Plc was founded as Cable, Telephone and
General Trust Limited in June 1926.
For those investors who are not able to attend the meeting
in person, a video recording of the Portfolio Manager’s
meeting. Shareholders can submit questions in advance by
writing to the Company Secretary at TMPL @frostrow.com.
Shareholders are invited to register their vote in advance by
11.30am on Thursday, 30 April 2026 at the latest. The votes
on the resolutions to be proposed at the AGM will be
conducted on a poll. The results of the poll will be published
following the conclusion of the AGM by way of a stock
exchange announcement and on the Company’s website:
www.templebarinvestments.co.uk.
The Board strongly encourages shareholders to register
their votes online in advance (information on how to vote
can be found on page 52). Registering your vote in advance
will not restrict shareholders from attending and voting at
the meeting in person should they wish to do so. The Board
recommends that shareholders vote in favour of all the
resolutions set out in the Notice of AGM, beginning on
page 97, as the Directors intend to do ourselves.
“ Our approach is to accept that share
price volatility is part and parcel of
equity investing. We would encourage
investors to see volatility as their
friend to the extent that it offers an
opportunity to invest in good
businesses at bargain prices .”*
* Source: Redwheel.
A classic approach to value investing
The portfolio management team of Nick Purves and Ian
Lance are long-term intrinsic value investors who believe
that short-term sentiment amongst many market participants
causes them to overreact to news, which has little or no
impact on the long-run value of a business. This overreaction
causes share prices to diverge from the intrinsic value of
the underlying business and provides an opportunity for
long-term investors to purchase shares at less than their
true value. In the long term the share price tends to move
closer to the intrinsic value of the business and this
creates excess returns for investors who purchased shares
at low valuations. The team form a view of a company’s
long-run profit potential and make balance sheet
adjustments to assess intrinsic value. They use their experience
and knowledge of companies and sectors to identify those
companies that are more likely to recover and improve in
the future.
Identifying quality and avoiding value traps
Some value strategies simply apply mechanistic measures
to identify undervalued stocks but this can lead to investing
in businesses that are in structural decline; they may be
cheap but their potential to recover is limited. Instead, the
p ortfolio manage ment team’s ‘intrinsic value’ approach
aims to identify undervalued, yet good, quality companies
with strong cash flows and robust balance sheets. The
portfolio management team put a strong emphasis on
financial strength because it gives them the confidence
that a company can survive through a prolonged period
of lower profitability caused by company-specific issues,
or an unexpected downturn in the economy.
Investment Approach
As Temple Bar’s Portfolio Manager, Redwheel
aims to avoid lower-quality stocks or so called
‘value traps’ by monitoring companies against
three different types of risk:
Investment Approach continued
Valuation – Extrapolating favourable trends and paying
more than the intrinsic value of the business (e.g. avoiding
a situation where something is positively impacting a
company’s share price in the short term but that isn’t
sustainable longer term);
Earnings – the risk that the earnings of the company
decline for cyclical or secular reasons (e.g. the industry or
sector that the business operates in is itself in cyclical or
long-term decline); and
ESG – unethical or neglectful behaviour by a company in
one of these areas can harm those who invest as well as the
environment or society in which a company is located.
We believe that applying ESG best practices, such as
consideration of environmental and product safety,
workplace diversity and strong corporate governance can
contribute to long-term investment returns while
mitigating risks.
In the diagram overleaf Redwheel ha s set out some of the
key factors it considers when seeking to uncover the most
compelling value opportunities.
10 Pillars of value investing
Ian Lance and Nick Purves believe value investing is making a
comeback. With more than six decades of combined experience
in UK equities, here’s how they do it.
No matter the research,
there are always surprises,
positive and negative.
Think best and worst case
scenarios. If we think a
share price could go to zero
in one scenario, but has
400% upside in another,
there is probably a case for
investing.
Discipline is key to value
investing –stick to your
philosophy, you’re here
for the long run. Always
look to improve and
adapt as things change.
Buying shares for less than
their worth then selling
when the value has been
realised is easy to
understand. But most
don’t invest this way due
to a lack of ‘sticking with it’.
Value investing is tricky
– we are hard-wired to
conform – but can be
rewarding.
Profits and share prices are
impacted by cycles such
as credit, commodity and
business. An investor’s
overreaction can throw
up opportunities. An
advantage lies in knowing
which cycles impact an
investment and where
we are in that cycle.
Investors love to buy what
everyone else hates. But
having respect for what
the market is saying is
key. Eagerly buying shares
being sold in companies
with too much debt, or
declining profits, can prove
costly and mindlessly
contrarian.
Recently the market has
become fixated with quality
and growth. Quality and
growth are intrinsic to a
business’s value. We’ve
had success when high
quality businesses have
been questioned by the
market, resulting in low
value entry.
It’s unlikely that you’re
going to buy a business
trading at half its intrinsic
value. However, a
company or an industry
some stage, which may
present an opportunity
to buy at a good value.
Value investing is a risk
averse strategy born out
of a reaction to the Great
Depression. By buying a
dollar of value for 50 cents,
you build in a ‘margin of
safety’ in case the economy
and/or the stock market
risk as the risk of permanent
capital impairment, so
invest with this at top of
your mind.
A struggling, out-of-favour
business is unlikely to turn
invest. It’s more likely that
things continue to get
worse, so we try to be
patient, allowing for
profitability to improve
and for the market to
recognise it. Our typical
holding period is at least
five years.
Value investing relies on
estimating the intrinsic
worth of a business. Our
experience tells us to be
flexible, by adjusting
earnings for cyclicality, and
to recognise the positive
(hidden value), and the
negative (e.g. pension fund
deficit), on a balance sheet.
Portfolio Manager’s Report
The Team
Nick Purves
Fund Manager
Ian Lance
Fund Manager
The Portfolio Manager’s Report
How does this investment philosophy translate into portfolio decisions?
A company’s shares will normally trade at a discount to its intrinsic value for one
of two main reasons: either because of neglect or controversy. Where the cause
is neglect, the stock market is not concerned that there is a particular problem
prospects in a world where many investors crave excitement. Where there is a
controversy surrounding the company, investors are worried that either a
downturn in the economy or some secular change in the company’s industry
will negatively impact profitability. This uncertainty is unsettling for many
investors and can cause them to sell the shares. In a desire to avoid what are
of a share exposes them to a very long-term stream of corporate cash flows, the
true value of which only changes by a relatively small amount even in the event
term news flow. Temple Bar seeks to take advantage of this excess volatility by
investing in companies whose shares are significantly undervalued based on a
conservative view of a business’s long-term profit potential.
We seek, therefore, to identify fundamentally sound but lowly valued companies
fundamentally sound business is one that can grow its profits over time
(although not necessarily in each year), has strong finances and a capable and
sensible management team who allocate capital in the best interests of
their shareholders.
How would you describe your investment philosophy?
We are value investors. This means that we invest the
Company’s assets in companies whose stock market
value is at a significant discount to our assessment of the
fair or intrinsic value of the business. Investing in
under-valued companies provides two benefits. First, it
provides investors with a margin of safety if events don’t
unfold in a way that investors would have hoped and
second, they can expect to receive an excess investment
return as and when this under valuation is corrected by
the stock market.
What supports your value-focused approach in
today’s market environment?
We are so called ‘value’ investors because numerous
academic studies
1
have shown that systematically
investing in lowly valued companies has seen investors
enjoy an excess long-term investment return above the
companies that are seen to operate in the most
challenged industries. We believe the reason for this
outperformance comes down to psychological factors
where investors systematically overpay for those
companies whose prospects are seen to be the most
attractive, whilst being too quick to overlook or dismiss
investing the Company’s assets in lowly valued
companies, we aim to take advantage of these
behavioural inconsistencies to the benefit
of shareholders.
How do you build a portfolio in an uncertain world?
We think that one must recognise from the outset that the economic
and stock market outlook is always uncertain, and the future is
unknowable. In our view, it is therefore wrong to build a portfolio
predicted the stock market drawdowns caused by the COVID
pandemic, or Russia’s invasion of Ukraine, or last year’s Liberation
about the UK economy and yet the FTSE All -Share Index delivered a
*. That is not to say that the concerns are not well
founded, it is just that there is no predicting when and to what
degree they will influence the market.
Our approach therefore is to accept that we can’t predict the future
and understand that share price volatility, whilst uncomfortable at
thought of as the price that one pays to access the excess
even go one step further and encourage investors to see volatility as
good businesses at bargain prices.
Whilst investors should be accepting of share price volatility, they
should work hard to minimise the risk of permanent impairment of
value. The permanent impairment of the value of an equity can arise
in one of three ways. In the first instance it can be where an investor
buys into a good company with attractive prospects but at too high a
valuation which then corrects downwards even though the
company’s profits grow at a satisfactory rate. Here, investors have
made the mistake of confusing a good company with a good
investment and have simply overpaid for the stock. We see this as a
risk in the technology sector today, where excitement over the
prospects for AI, has potentially led to the over -valuation of some of
the world’s largest companies. In the second instance, the
company’s finances are not strong enough to enable it to weather an
economic downturn without having to raise additional capital from
shareholders. This additional capital almost always comes at a high
price and is very dilutive to the interests of the existing shareholders.
In the last instance, the company profits are in long term decline
because of adverse secular change in the company’s industry.
We try to minimise the risk of impairment by investing in lowly
valued, financially strong businesses with profits than can grow over
the medium term. If you can successfully put together a diversified
group of shares with these characteristics then you are setting
yourself up to enjoy attractive investment returns over the medium
to long term.
Has your investment approach it changed over the past year?
No, we have applied the same valuation driven approach relatively
successfully over many years. Whilst stock market cycles come and
go, as long as human beings continue to demonstrate the
behavioural inconsistencies outlined above, then a valuation driven
approach should be able to deliver excess return. Of course, lowly
valued companies don’t deliver excess returns every year; no
investment approach does that. As an investment style it can go
that we maintain a strong discipline and don’t allow our style to
bad, that we have been able to deliver significant excess returns for
our investors over time. For their part, it is important that the
Company’s shareholders set their expectations correctly and focus
on the longer term.
Portfolio Manager’s Report continued
* Source: Bloomberg.
Temple Bar led its sector during the period; what drove that strong performance?
NatWest Group, Barclays and Standard Chartered, insurers Aviva and NN Group, and
Johnson Matthey,,
the Company’s absolute return *. Another eight stocks, including ABN Amro,
GlaxoSmith K
absolute return* .
The three UK listed banks were helped by a reasonable economy, strong net interest
margins, benign credit trends and high levels of investment banking activity, all of which
was the Company’s largest holding
at the year-end . Despite its market leading positions and technological know-how, we
believe that the company is making a sub optimal level of profit. By increasing its margins to
an industry standard, the company should be capable of delivering significant growth in
earnings, something that was not adequately reflected in the share price. At the time of its
results in May, the company announced the sale of one of its divisions and an intention to
return most of the proceeds to shareholders. This division accounts for just one quarter of
the company’s profits and yet the sales proceeds accounted for around two thirds of its
market value at the time of the announcement. It is perhaps unsurprising therefore that the
shares performed well through the remainder of the year.
Like the Banks, the UK insurer Aviva and the Dutch insurer NN Group, have continued to
benefit from higher interest rates, muted insurance losses, benign credit trends, and low
starting valuations. Aviva acquired Direct Line for a reasonable price in the summer and this
Which holdings performed poorly in 2025 and how do you deal with mistakes?
* in the year, more
than halving in the period. The share price fall was driven by a marked deterioration in the
company’s operating performance resulting in a significant decline in the company’s profits
In these situations, we must judge each case on its own merits and try and disentangle the
cyclical and company specific elements from the secular change occurring in the business,
as the cyclical and company specific factors can usually be resolved, whereas significant
adverse secular change can result in a long-term impairment of value.
In this case, the company has said that macroeconomic conditions have weighed on client
spending and there has been less new business than expected. Whilst it is not uncommon
for a struggling company to place the blame on a cyclical downturn for downgrades to profit
expectations, there is no doubt that poor management and secular changes brought about
by the increasing use of AI are at least partly to blame. Whilst these adverse secular forces
are undoubtedly a factor, what is less clear is whether these forces are manageable. Given
the changing backdrop, the advertising agencies are unlikely to deliver the rates of growth
that they have done in the past, but that does not mean that the companies cannot
continue to generate a steady stream of profits.
profits will stabilise (and that the asset is therefore not impaired), but what gives us
confidence in this case is the fact that profits at the other three big global agencies are either
stable or growing. Without wishing to downplay the challenges that the industry faces, we
therefore believe that at WPP, a significant portion of the company’s problems are self-made
and therefore can ultimately be resolved.
with the company’s new Chief Executive, Cindy Rose, in November and this confirmed our
view that, notwithstanding the changes that the industry is seeing, the company is operating
below its longer-term potential and that, as the world’s largest marketing agency, it can
grow its profits. Accordingly, given the extreme pessimism priced into the shares, we have
since added to the Company’s holding in the stock.
* Source: Redwheel.
How are you using the flexibility to invest outside the UK and
how does that shape portfolio resilience?
The ability to invest a portion of the Company’s portfolio outside of
UK listed companies is valuable and serves two purposes. First it
enables us as portfolio managers to access sectors of the stock
market which we believe to be undervalued, but which are not well
represented in the UK share index. Second, it enables us to improve
the stock specific or geographic diversification in a sector that we
think looks undervalued. In Financials, the Company has
shareholdings in two Korean banks, as well as the three UK listed
banks, NatWest, Barclays and Standard Chartered, thereby reducing
the Company’s exposure to an upset in the UK economy. Outside
Financial and Woori, the US department store operator Macys and
food retailer Carrefour, all on low, single digit multiples of
annual profit*.
How is the portfolio positioned today and what is the outlook
for future returns?
The Company’s portfolio continues to be invested in what we
believe to be fundamentally sound businesses that should be
capable, by virtue of their market positions and the industries in
which they operate, of growing their profits over time, but which
continue to be modestly valued in the stock market. Stock market
history has shown that ultimately, starting valuation is the best
determinant of long-term investment return such that when
valuations rise, the stock market is pricing in a greater portion of the
company’s future profit growth and investors should therefore
expect to receive a lower investment return. Given the strong share
price performance of many of the holdings in the Company, it begs
the obvious question as to what the Company’s shareholders can
reasonably expect in terms of long-term investment return from the
starting point of today.
In trying to answer this question, we would be the first to say that,
although the profits of the Company’s holdings have grown
markedly, in many cases they haven’t kept up with the rise in the
company’s share prices. Accordingly, the Company’s portfolio has
re-rated somewhat over time, thereby implying lower returns in the
future. However, we should emphasise that although valuations
have risen from the quite extreme levels seen post the COVID
pandemic, they are still low in an absolute and historical sense. In
aggregate, the Company’s portfolio is now valued at around eleven
times earnings, higher than it was, but still a discount to the wider
UK market*, and around half the valuation accorded to the wider
global equity indices. Accordingly, we believe the Company is still
priced to deliver meaningful excess return, and shareholders can
look forward to the future with optimism.
Nick Purves and Ian Lance
RWC Asset Management LLP (“Redwheel”)
19
Portfolio Manager’s Report continued
* Source: Redwheel.
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research
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Assessment of
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a company or
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ESG Risk Rating
provided by
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Incorporated into
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The Sustainability Accounting Standards Board
ESG is incorporated in to the investment process rather than being implemented
by a centralised team.
ESG is integrated in to our stock research as one of the four risks we assess before
investing in a company (along with valuation risk, business risk and balance
sheet risk).
Our Approach to ESG
Environmental
The potential for climate issues to cause a
material financial impact on the value of
individual companies has increased
dramatically in the past decade;
We believe that the answer to environmental
problems is not as simple as divesting from
challenged sectors; and
By actively engaging with companies, by
supporting them in the transition to a
sustainable business model, we believe the
outcome can be better for the Company and
the environment.
Social
We believe companies should be mindful of
the interests of all stakeholders; and
Companies treating their employees,
customers, or suppliers badly store up future
problems for the business in terms of human
capital, brand value and reputation.
Governance
Governance has always been at the heart of
our process as we believe it sets the basis for
the culture of a firm, supporting long-term
value creation and positive environmental
and social outcomes; and
Governance means shareholder rights,
governance structures and aligning
management with shareholders through
remuneration policies.
“We see our role as stewards of our investors’ capital as wholly consistent
with investing responsibly and encouraging our investee companies
to act sustainably. Sustainability and our long-term investment horizon
go hand-in-hand. Furthermore, as value investors, we believe we can
have an outsized impact on sustainability issues, as these are often
of greater importance to older economy companies that typically fall
into our value universe, particularly on environmental issues.”
Engagement Case Studies
Background:
Royal Dutch Shell (“Shell”) plc is a global integrated
energy company headquartered in London, United
Kingdom. The company operates across the full energy
value chain with a strategic focus on delivering more
value with less emissions as it works toward becoming a
The Integrated Gas business focuses on natural gas
exploration, LNG production, and gas to liquids (GTL)
technologies, supported by extensive infrastructure and
of the global LNG fleet.
ESG Risk:
Environmental and Governance
Outcome:
were cast against Shell, the company is required to explain what
actions they intend to take to consult shareholders.
The company did honour their commitment to engage with Redwheel
on this matter; the team met with Shell in November. Shell said they
were committed to an extensive, single document, disclosure. This will
be designed to aid investors’ understanding of Shell’s position and the
risks and opportunities for their LNG strategy. The Redwheel team will
review the document once available and engage further as required.
Our engagement:
Pension Partnership, Greater Manchester Pension Fund, Merseyside
Pension Fund and the Australasian Centre for Corporate
Responsibility (ACCR) which focused on Shell’s LNG strategy, how the
strategy aligns with the company’s climate commitments and
highlighting how the company’s forecast for LNG demand growth is
very optimistic, relative to IEA scenarios.
From a climate perspective, the proposal raised the question as to
whether growth in its LNG business can be aligned with a Net Zero
commitment, whilst from a shareholder value perspective it raises the
question as to whether the demand for LNG will materialise as the
company envisages.
To assess the Proposal, the Redwheel team met with both Shell and
the
Two in-person company meetings took place in April: firstly, with the
CFO and subsequently with Shell’s Chairman. The Portfolio Manager
joined the ACCR webinar introducing their Shell LNG research and had a
The Portfolio Manager voted against the resolution, but following an
undertaking from the company to engage further with the Redwheel
team on the matter.
Royal Dutch Shell
Marks & Spencer Group
Background:
Marks & Spencer Group (“M&S”) is a major British
multinational retailer headquartered in London and
listed on the London Stock Exchange, where it is a
the sale of clothing, beauty and homeware, largely under
its own private labels, positioned in the mid market. A
convenience and “food to go” alongside higher end
grocery and prepared meals, and represents a
substantial share of UK revenues.
ESG Risk:
Social
Our engagement:
A group of investors, co-ordinated by Share Action, put forward a proposal
requesting a report detailing M&S’s UK wage policies, including base pay
practices, oversight and pay levels relative to the real Living Wage. The
M&S board recommended voting against the resolution highlighting the
assistants increased in line with the Real Living Wage, and that the
company already provides comprehensive disclosures.
votes were cast against M&S, the company must state the actions it
plans to take to consult shareholders and understand the reasons
for the significant opposition. M&S contacted Redwheel for their
feedback on the vote. M&S later published an update on the views
received from shareholders and actions taken.
With employee relations and brand perception of paramount
importance to a retail business, a shareholder proposal of this
nature is a material issue for investor consideration. It is even more
important for M&S, which has built a reputation of trust among UK
based on a survey of UK customers by GlobalData (link).
Ahead of the AGM, Redwheel reviewed the shareholder proposal
and took part in a call hosted by the Investor Forum where M&S’s
CFO and People Director provided further background on why they
believed shareholders should vote against the proposal. The
Redwheel team then engaged directly with M&S to gain additional
understanding of management’s position, seeking clarity on several
key issues. Based on their analysis and engagements, they took the
decision to vote against the proposal.
Outcome:
Following the AGM, M&S contacted Redwheel for our feedback on the
vote. The Redwheel team provided feedback on how the company
approached the Shareholder Proposal and where they might improve
communications with shareholders. For their part, the company has
increased engagement with, and disclosures about, their third-party
workforce. This includes greater opportunity for third-party workers to
participate in colleague surveys and to gain access to some full-time
Background:
Anglo American is a global mining company
headquartered in London. The company owns a
diversified portfolio of commodities, including bulk
commodities such as iron ore and steel making coal and
base metals such as copper and manganese. Anglo
diamond company and is developing Woodsmith, the
world’s largest-known deposit of polyhalite, a natural
mineral fertiliser, in the north east of England.
The company is undergoing a restructuring of its
businesses, prompted by a takeover approach from the
business to MMG Singapore Resources, it demerged and
ESG Risk:
Governance
Outcome:
Anglo American withdrew the resolution to amend the LTIP prior to
the General Meeting, citing extensive shareholder engagement and
concerns regarding general remuneration principles. The
resolutions to approve the merger and the company name change
Our engagement:
Following the merger announcement, shareholders were invited to
approve the merger and the company’s name change to Anglo Teck. The
Notice of General Meeting also included a resolution to amend executive
directors’ share awards. The company wrote to shareholders expanding
on the rationale for the changes contained in the resolution. The
awards upon completion of the merger, irrespective of performance
metrics related to shareholder returns, cashflow, return on capital, and
ESG criteria.
While management has delivered significant shareholder value over the
past eighteen months, the Redwheel team opposed the adjustment of
in-flight long-term incentive plans (“LTIPs”
performance-based outcomes, as this contravenes the pay-for-
performance principle. Redwheel communicated these concerns directly
to the Chairman of the Remuneration Committee.
Anglo American
Platinum and continued the sale process of its stake in
De Beers and its steelmaking coal assets. In September,
the company announced a merger of equals with Teck
Resources, a Canadian miner of copper and zinc.
The new company will be called Anglo Teck, headquartered
in Canada, with a primary stock market listing in London. It
with premium iron ore and zinc assets.
Portfolio of Investments
Top ten holdings
1. Johnson Matthey
Johnson Matthey is a British multinational speciality
chemicals and sustainable technologies company, that
develops and manufactures catalysts, materials and
solutions to reduce emissions, support clean energy and
improve industrial processes worldwide.
Sector: Valuation £’000:
Materials 61,438
Place of primary listing: % of portfolio:
UK 5.4
2. Shell
Sector: Valuation £’000:
3
Place of primary listing: % of portfolio:
UK 4.6
3. BT Group
line, mobile, broadband, TV and IT services to consumers,
businesses and public sector organisations in the UK and
around the world. It is the UK’s largest provider of telecoms
services and digital connectivity.
Sector: Valuation £’000:
51 ,394
Place of primary listing: % of portfolio:
UK 4.6
4. NatWest Group
Sector: Valuation £’000:
Financials ,
Place of primary listing: % of portfolio:
UK 4.4
5. WPP
Sector: Valuation £’000:
ions 48 ,791
Place of primary listing: % of portfolio:
UK 4.3
6. NN Group
Europe and Japan.
Sector: Valuation £’000:
Financials 45,747
Place of primary listing: % of portfolio:
Netherlands 4.1
7. BP
Sector: Valuation £’000:
44,881
Place of primary listing: % of portfolio:
8. ITV
.
Sector: Valuation £’000:
Place of primary listing: % of portfolio:
9. Aviva
Sector: Valuation £’000:
Financials 44,543
Place of primary listing: % of portfolio:
UK 3.9
10. Marks & Spencer Group
sportswear
Sector: Valuation £’000:
39,752
Place of primary listing: % of portfolio:
UK 3.5
Company Sector Place of primary Valuation % of
listing £’000 portfolio
11 GSK Healthcare UK 39,362 3.5
19 Centrica Utilities UK 28,324 2.5
Top 20 Investments 825,965 73.2
33 Capita Industrials UK 13,517 1.2
Total Equity Investments 1,114,430 98.7
14,462 1.3
Total Valuation of Portfolio 1,128,892 100.0
Portfolio Distribution
As at 31 December 2025
Industry % %
Financials 26.5 25.1
11.6 8.8
Materials 8.1 7.1
7.1 14.4
Healthcare 12.9
Industrials 4.8 15.4
Utilities 2.5 4.5
Real Estate –
Total Equities 98.7 100.0
Fixed Interest 1.3 -
Total Portfolio 100.0 100.0
Source: Redwheel
*FTSE All-Share ex investment Trusts
Financials 25.1
Materials 7.1
Industrials 15.4
Healthcare 12.9
Utilities 4.5
FTSE All-Share*
Temple Bar
Financials 26.5
Materials 8.1
Industrials 4.8
Healthcare
Utilities 2.5
Fixed Interest 1.3
FTSE All-Share*
Temple Bar
Business of the Company
Temple Bar Investment Trust Plc was incorporated in England and Wales
in 1926 with the registered number 00214601.
The Company carries on business as an investment company under
Section 833 of the Companies Act 2006 and has been approved by HM
Revenue & Customs as an investment trust in accordance with Section 1158
of the Corporation Tax Act 2010.
All Board discussions include consideration of the longer-term consequences
of key decisions and their implications for relevant stakeholders. In
managing the Company during the year under review, the Board acted in
the way which it considered, in good faith, would be most likely to promote
the Company’s long-term sustainable success and to achieve its wider
objectives for the benefit of our shareholders as a whole, having had regard
to our wider stakeholders and the other matters set out in Section 172.
This provision is not relevant as the Company does not have any employees.
The Board’s approach is described under “Stakeholders” on the
following page.
The Board takes a close interest in responsible investment issues and sets
the overall strategy. Management of the portfolio is delegated to the
Portfolio Manager, which is responsible for the practical implementation
of policy. A description of the Company’s approach to stewardship and the
role of the Portfolio Manager is set out on page 43 .
The Board’s approach is described under “Culture” on page 34 .
The Board’s approach is described under “S hareholders” on the
following page.
The likely consequences of any decision in the long term
The interests of the Company’s employees
The need to foster the Company’s business relationships with suppliers,
customers and others
The impact of the Company’s operations on the community and the
environment
The desirability of the Company maintaining a reputation for high
standards of business conduct
The need to act fairly between shareholders of the Company
– continued to instruct the use of share buy backs and share issuance
as a means of stabilising the share price discount/premium to NAV
in response to sector weakness or increased demand for the
Company’s shares as a result of strong performance (for further
details see pages 7 and 50);
– worked with the Portfolio Manager and Frostrow to maintain a high
level of shareholder engagement via webinars, newsletters and
other events, with a focus on reaching retail investors; and
– increased dividend payments at a sustainable level based on income
received from investments together with the use of the Company’s
capital reserves (for further details see page 35).
The Directors have reviewed and discussed each aspect of Section 172
and consider that the information set out on pages 32 and 33 is
particularly relevant in the context of the Company’s business as an
externally managed investment company which does not have any
employees or suppliers.
In considering the primary purpose of the Company, the Board made several key decisions during the year. The Board:
Overview of Strategy
Section 172 Statement
The Directors’ overarching duty is to act in good faith and in a way that
is the most likely to promote the success of the Company as set out in
Section 172 of the Companies Act 2006 (“Section 172”). In doing so, Directors
must take into consideration the interests of the various stakeholders
of the Company, having regard, amongst other matters, to the following
six items:
Stakeholders
The Board continuously seeks to understand the needs and priorities
of the Company’s stakeholders, and these are taken into account during
all of its discussions and as part of its decision making. As the Company
is an externally managed investment company and does not have any
employees or customers, it therefore has very little direct impact on the
community or the environment. Its key stakeholders comprise its
shareholder base and its lender. The Company also has important
contractual relationships with its key service providers but does not
consider these to be stakeholders. The Company recognises the indirect
impact it may have on the community and the environment through
its investee companies. Further details on this are set out on pages 33
to 43 . The sections below outline why these key stakeholders are
considered of importance to the Company and the actions taken to
ensure that their interests are considered.
Shareholders
The primary purpose of the Company is to deliver long-term returns
for shareholders from a diversified portfolio of investments. Continued
shareholder support and engagement are critical to the existence of
the Company and the delivery of its long-term strategy.
The Board recognises the importance of engaging with shareholders on a
regular basis to maintain a high level of transparency and accountability
and to inform the Company’s decision making and future strategy.
The Board primarily engages with shareholders through direct engagement
by the Chair (including with the Board at the Company’s Annual
General Meeting) and through the Portfolio Manager and Frostrow who
maintain an ongoing dialogue with shareholders through regular
shareholder communications, both written and verbal, and also
through in person and online meetings (including webinars). The
Portfolio Manager has continued to publish quarterly newsletters
written by the p ortfolio m anagement team, which explore their ideas
and philosophies around investing and explain the positioning of the
portfolio. Online statistics on engagement show that these newsletters
remain very popular with shareholders. Additional dialogue with
shareholders is achieved through the annual and half-yearly reports,
both of which contain reports from the Portfolio Manager, the daily
NAV announcements and the monthly fact sheet which is available on
the Company’s website. Portfolio data is also provided to external
providers such as Morningstar, which feeds several websites on a
monthly basis.
One of the Board’s long-term strategic aspirations has been that the
Company’s shares should trade consistently at a price close to the NAV
per share. During the year under review, challenging stock market
conditions continued to have a negative impact on share price discounts
across the investment company sector, (the average discount was 8.3%*
as at 31 December 2025). The Company utilised share buybacks during
the early part of the year to help manage the discount and moderate
short-term market pressures. From October, however, in response to a
sustained improvement in demand for the Company’s shares, as a result
of strong performance and the Company’s increased yield, the
Company’s share price moved to a premium to the NAV per share, and it
was able to resume issuing shares, reflecting renewed investor interest.
At the year end, the shares were trading at a 1.4% premium to the NAV
per share. The Board, the AIFM and the Portfolio Manager have
continued to focus heavily on the promotion of the Company, in order to
encourage long-term buying interest and supporting a market rating
close to, or at times above, the NAV per share.
An important role of the Board is to ensure that the Company’s ongoing
charges are competitive both in terms of its peer group and other
comparable investment products. While having an optimal service
provider structure brings inevitable cost, excessive expense can eat away
at investment returns over time. For that reason, the Board remains
focused on limiting cost increases to shareholders as far as possible,
despite the current inflationary environment.
All shareholders are encouraged to attend and vote at AGMs, at which
the Board and the p ortfolio m anagement team are available to discuss
details regarding the AGM are set out in the Notice of AGM on pages 97
to 100 .
Investment Guidelines
The UK equity element of the portfolio will be mostly invested in the
FTSE All-Share Index; however, exceptional positions may be
sanctioned by the Board and up to 30% of the portfolio may be held
in listed international equities, subject to a maximum 10% exposure
to emerging markets. The Company may continue to hold securities
that cease to be quoted or listed if the Portfolio Manager considers
this to be appropriate. There is an absolute limit of 10% of the portfolio in
any individual stock with a maximum exposure to a specific sector of 35%,
in each case irrespective of their weightings in the Benchmark .
It is the Company’s policy to invest no more than 15% of its gross assets in
other listed investment companies (including listed investment trusts).
The Company maintains a diversified portfolio of investments, typically
comprising 30-50 holdings, but without restricting the Company from
holding a more or less concentrated portfolio from time-to-time as
circumstances require.
The Company’s long-term investment strategy emphasises stocks of
companies that are out of favour and whose share prices do not match the
Portfolio Manager’s assessment of their longer-term value.
From time-to-time fixed interest holdings or non-equity interests may
be held for yield enhancement and other purposes. Derivative
instruments may be used in certain circumstances, and with the prior
approval of the Board, for hedging purposes or to take advantage of
specific investment opportunities.
Liquidity and borrowings are managed with the aim of increasing returns
to shareholders. The Company’s gross gearing range may fluctuate
between 0% and 30%, based on the current balance sheet structure, with
an absolute limit of 50%.
As a general rule, it is the Board’s intention that the portfolio should be
reasonably fully invested. An investment level of 90% of shareholder
funds is regarded as a guideline minimum investment level dependent
on market conditions.
Risk is managed through diversification of holdings, investment limits
set by the Board and appropriate financial and other controls relating
to the administration of assets.
Lenders
Alongside shareholders’ equity, the Company is partly funded by debt.
All the Company’s debt is subject to contractual terms and restrictions.
We have an established procedure to report regularly to our lender on
compliance with debt terms. It is our policy that all interest payments and
repayments of principal will continue to be made in full and on time.
Service Providers
To function as an investment trust listed on the London Stock Exchange,
the Company relies on a number of suppliers and advisers for support in
complying with all relevant legal and regulatory obligations.
The Company’s day-to-day operational functions are delegated to a
number of third-party service providers, each engaged under separate
contracts. The Company’s principal service providers are the Portfolio
Manager, Alternative Investment Fund Manager, Administrator and Company
Secretary, Custodian and Depositary, Broker and the Registrar.
Over the past five years the Board believes it has continued to develop a
close and constructive working relationship with the Portfolio Manager,
which it believes is crucial to promoting the long-term success of the
Company. Representatives of the Portfolio Manager attend Board meetings
and provide reports and verbal updates on matters relating to investments,
performance and marketing.
The Board, primarily through the Audit and Risk and Management
Engagement Committees, keeps the ongoing performance of the Portfolio
Manager and the Company’s other principal third-party service providers
under continual review.
Culture
The purpose of the Company is to deliver long-term returns for shareholders
from a diversified portfolio of investments. These investments will primarily
be UK listed. The Company has no employees, but the culture of the Board
is to promote strong governance and a long-term investment outlook with
an emphasis on investing in businesses that can deliver enduring value to
shareholders. Therefore, the Board asks the Company’s Portfolio Manager
to invest in stocks that fulfil the traditional metrics of the value style but also
possess a business model that is resilient and viable in the long term.
Investment Objective and Policy
The Company’s investment objective is to provide growth in income and
capital to achieve a long-term total return greater than the benchmark
FTSE All-Share Index, through investment primarily in UK-listed securities.
The Company’s policy is to invest in a broad spread of securities with
typically the majority of the portfolio selected from the constituents of the
FTSE 350 Index.
Overview of Strategy continued
Key Performance Indicators
The key performance indicators (“KPIs”) used to determine the progress
and performance of the Company over time, and which are comparable
to those reported by other investment trusts, are:
– NAV total return relative to the FTSE All-Share Index;
– Discount/premium to NAV;
– Dividends per share; and
– Ongoing charges.
While some elements of performance against KPIs are beyond the Board’s
and Portfolio Manager’s control, they provide measures of the Company’s
absolute and relative performance and are, therefore, monitored by the
Board on a regular basis.
NAV Total Return
In reviewing the performance of the assets in the Company’s portfolio
the Board monitors the NAV in relation to the FTSE All-Share Index. This
is the most important KPI by which performance is judged. During the
year the NAV total return with debt at fair value of the Company was 33 .9 %
compared with a total return of 24.0 % by the FTSE All-Share Index.
As noted in both the Chair ’s Statement and Portfolio Manager’s Report,
the Company outperformed the FTSE All-Share Index on both a NAV and
share price basis.
Premium / discount to NAV
The Board monitors the premium/discount at which the Company’s
shares trade in relation to the NAV per share. During the year the shares
traded at an average discount to NAV of 0.5 %. This compares with
an average discount of 6.8 % in the previous year. As set out in the
Chair ’s Statement on page 7 , during the year the Board closely
monitored both the discount and the premium and utilised share
buy backs and also share issuance when it was considered
appropriate to do so. The Board and Portfolio Manager closely monitor
both movements in the Company’s share price and significant dealings
in the shares. In order to avoid substantial overhangs or shortages of
shares in the market the Board asks shareholders to approve resolutions
which allow for both the buy back of shares and their issuance, which
can assist in the management of the discount or premium.
Dividends per Share
It remains the Directors’ intention to distribute, over time, by way of
four quarterly dividends, substantially all of the Company’s net
. Further, an additional
3.0p per share per annum (0.75p per share per quarter) is currently
paid using the Company’s capital reserves.
The Portfolio Manager aims to maximise total returns from the
portfolio. The Company has paid dividends totalling 15.0p per
ordinary share for the year ended 31 December 2025 (2024 : 11.25p ) ,
representing a dividend yield of 4.0 % at the year-end (2024: 4.1%).
The Board hopes to continue sustainable dividend growth over the
coming years supported by the use of the Company’s capital reserves.
Further information can be found in the Chair ’s Statement beginning
on page 7 .
Ongoing Charges
Ongoing charges is an expression of the Company’s management fees
and other operating expenses as a percentage of average daily net assets
over the year. The ongoing charges for the year ended 31 December 2025
were 0.59 % (2024: 0.61%). T he Board reviews the Company’s ongoing
charges on a regular basis. The level of the Company’s ongoing
charges has fallen slightly during the period, and continues to
compare favourably with peers in the UK Equity Income sector of
investment trust companies.
Ten-Year Summary
2016 2017 2018 2019 2020^ 2021 2022 2023 2024 2025
Total Returns
NAV with debt at
fair value 20.6% 10.2% (11.3%) 27.9% (28.0%) 24.6% 0.9% 12.3% 19.9% 33.9%
Share Price 20.7% 11.0% (9.7%) 34.3% (31.5%) 20.0% 3.6% 12.5% 19.1% 45.3%
FTSE All-Share
Index 16.8% 13.1% (9.5%) 19.2% (9.8%) 18.3% 0.3% 7.9% 9.5% 24.0%
NAV per share* (p) 236.2 280.0 239.9 294.6 202.0 241.7 228.5 248.0 286.2 369.1
NAV per share with
debt at fair value* (p) 259.6 277.4 238.1 292.5 199.2 240.4 233.5 252.2 291.1 373.4
Share Price* (p) 244.6 262.8 229.2 295.2 191.0 221.6 220.5 238.0 272.0 378.5
Premium/
(Discount) (5.8%) (5.3%) (3.7%) 0.9% (4.1%) (7.8%) (5.6%) (5.6%) (6.6%) 1.4%
Dividends per
share* (p) 8.09 8.49 9.34 10.28 7.70 7.90 9.35 9.60 11.25 15.00
Dividend Yield 3.3% 3.2% 4.1% 3.5% 4.0% 3.6% 4.2% 4.0% 4.1% 4.0%
Ongoing Charges 0.51% 0.49% 0.47% 0.49% 0.50% 0.48% 0.54% 0.56% 0.61% 0.59%
* Comparative periods have been restated for the sub-division of each ordinary share into 5 new ordinary shares, approved at the AGM held
on 10 May 2022 and completed on 13 May 2022.
^ Redwheel was appointed as Portfolio Manager on 30 October 2020.
Calculated as dividends per share divided by the year -end share price.
Premium / (Discount) of share price to NAV per share with debt at fair value.
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Overview of Strategy continued
Principal and Emerging Risks
91
Overview of Strategy continued
Risk Mitigation and Management
page 34
91
Market Risk
Geopolitical and Macro Risks
Climate Risks
Risk Mitigation and Management
In managing this risk the Board:
– reviews the Company’s investment strategy and objective in relation
to market and economic conditions, and the operation of the
Company’s peers;
– discusses at each Board meeting the Company’s future development
and strategy;
– reviews the shareholder register at each Board meeting; and,
– actively seeks to promote the Company to current and potential
investors.
In addition the Company’s share price and premium or discount to NAV
are monitored by the Portfolio Manager and the Board on a regular basis.
The Directors attach considerable importance to the level of premium
or discount to NAV at which the shares trade, both in absolute terms
and relative to the rating at which the UK Equity Income sector of
investment trusts is trading, and will take action where levels are deemed
to be excessive. The Directors are prepared to be proactive in
premium/ discount management to minimise potential disadvantages
to shareholders, which continued to be demonstrated during 2025.
The investments of the Company are managed by a team of two m anagers,
Ian Lance and Nick Purves. The Portfolio Manager takes steps to reduce
the likelihood of such an event by aligning the interests of the investment
team with the wider organisation, as well as providing a high degree of
committee. Furthermore, the AIFM, in consultation with the Board, may
terminate the Portfolio Management Agreement should Ian Lance and
Nick Purves cease to be able to perform their duties or cease to be
associated with the Portfolio Manager and not be replaced by people
with relevant experience.
The Board monitors this risk through the review of detailed income
reports and forecasts which are considered at each meeting, with input
from the Portfolio Manager. As at 31 December 2025 the Company had
distributable revenue reserves of £14.3 million. Furthermore, income
risk is mitigated by the Company’s ability to distribute realised capital
gains if required to meet any revenue shortfall. With the level of income
paid and forecast by investee companies continuing to increase across
the year, the Company has been able to raise its dividend.
The Company is exposed to the risk, particularly if the investment strategy
and approach are unsuccessful, that the Company may underperform
resulting in the Company becoming unattractive to investors, a widening
of the share price discount to NAV per share and the Company may become
vulnerable to activist shareholders.
A sudden departure of the members of the portfolio management team
could result in a short-term deterioration in investment performance.
Risk that the portfolio does not generate the necessary level of income,
over time, from which to maintain progressive dividend payments to
shareholders.
Shareholder Relations and Share Price Performance Risk
Loss of Investment Team or Portfolio Manager
Income Risk – Dividend
Overview of Strategy continued
Risk Mitigation and Management
The Audit and Risk Committee receives control reports, including
disaster recovery procedures and business continuity plans, and
confirmation from its service providers regarding the measures that
they take in this regard. The cyber security policies of all service
providers have also been reviewed by the Board. The Board has
considered the increased risk of cyber-attacks and received reports
and assurance from the Company’s service providers regarding the
information security controls in place. For more widespread
disruption, such as a state-backed cyberattack, limited mitigation is
possible, however, all service providers remain vigilant given the
increased likelihood of such an event in the current climate.
To manage these risks the Board, via its Management Engagement
Committee and Audit and Risk Committee:
– receives reports from Frostrow at each Board meeting, which includes,
inter alia, details of compliance with applicable laws and regulations;
– reviews internal control reports, key policies, including measures
taken to combat cyber security issues, and also the disaster recovery
procedures of its service providers;
– maintains a risk matrix with details of risks the Company is exposed
to and the controls/mitigation in relation to those risks;
– receives updates on pending changes to the regulatory and legal
environment and progress towards the Company’s compliance with
these; and
– has considered the increased risk of cyber attacks and received reports
and assurance at meetings with its service providers that appropriate
information security controls are in place.
In addition to its ongoing monitoring of the investment portfolio and
transactions, the AIFM carries out a formal due diligence exercise on
the Portfolio Manager annually, ensuring that the appropriate controls,
processes and resourcing are in place to manage the portfolio within
the stated investment policies and guidelines.
The Company has limited direct exposure to cyber risk. However, the
cyber attack could also result in widespread disruption across the financial
services industry.
The Company is reliant on the systems of its service providers and as such
disruption to, or a failure of, those systems (including, for example, as
a result of cyber-crime or a ‘black swan’ event) could lead to a failure to
comply with law and regulations leading to reputational damage and/or a
financial loss.
The Board has in place a robust process to identify, assess and monitor the principal risks and uncertainties and also to identify and evaluate newly
emerging risks. The Board, through the Audit and Risk Committee, regularly reviews all risks to the Company, including emerging risks, which
are identified by a variety of means, including advice from the Company’s professional advisors, the Association of Investment Companies (the “AIC”),
and Directors’ knowledge of markets, changes and events. During the year, the Board identified the use of artificial intelligence (“AI”) as a new risk. As
Cyber Security
Service Provider Risk
Emerging Risks
Going Concern
The Directors have reviewed the going concern basis of accounting for the
Company. The Company’s assets consist substantially of equity shares
in listed companies and in most circumstances are realisable within a short
timescale. The use of the going concern basis of accounting is appropriate
because there are no material uncertainties related to events or conditions
that may cast significant doubt about the ability of the Company to
continue as a going concern. The Directors therefore have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for 12 months from the date of the approval of these
Financial Statements. Accordingly, the Directors continue to adopt the
going concern basis in preparing the accounts. See note 1 beginning on
page 81 for further detail.
Viability Statement
The Board makes an assessment of the longer-term prospects of the
Company beyond the timeframe envisaged under the going concern
basis of accounting, having regard to the Company’s current position and
the principal and emerging risks and uncertainties it faces. The AIFM and
Portfolio Manager have assisted the Board in making this assessment
via financial modelling and income forecasting, which demonstrates
the financial viability of the Company. Stress-testing scenarios, such
as an extreme drop in equity markets, have also been carried out and
the projected financial position remains strong and all payment
obligations achievable .
The stress-testing scenarios used to assess future viability incorporate
a number of inputs. The financial structure of the Company is stable, with
known payment obligations that can be modelled for future years with
a low likelihood of any changes. Revenue expectations are modelled
by the Portfolio Manager and the AIFM for future years with decreasing
levels of certainty over time, based on the financial position and
performance of investee companies. This is combined with an expectation
of the rate of dividend payments to be made by the Company over the
coming years to give an overall financial projection in normal market
conditions.
To stress-test this projection, scenarios are then modelled for a 20% and
50% fall in both investee company valuations and the level of dividend
payments they make. In both cases, because the Company has both the
ability to control its own dividend payments and a liquid portfolio of
investments, the impact to reserves could be managed and the Company
would remain viable during such periods.
The Company is a long-term investment vehicle and the Directors,
therefore, believe that it is appropriate to assess its viability over a
long-term horizon. For the purposes of assessing the Company’s prospects
in accordance with the AIC Code of Corporate Governance (the “AIC Code”),
the Board considers that assessing the Company’s prospects over a
period of five years is appropriate given the nature of the Company and
the inherent uncertainties over a longer time period.
The Directors believe that a five-year period appropriately reflects the
long-term strategy of the Company and over which, in the absence of any
adverse change to the regulatory environment and the tax treatment
significant change to the current principal and emerging risks and to
the adequacy of the mitigating controls in place.
In assessing the viability of the Company, the Directors have conducted a
thorough assessment of each of the Company’s principal and emerging
risks and uncertainties set out on pages 39 to 41 . Particular scrutiny was
given to the impact of a significant fall in equity markets on the value of
the Company’s investment portfolio.
The Directors have also considered the Company’s leverage and liquidity
in the context of its long-dated fixed-rate borrowings (see notes 8 and
15 for further details on the borrowings), its income and expenditure
projections and the fact that the Company’s investments comprise mainly
readily realisable quoted securities which can be sold to meet funding
requirements if necessary.
All of the key operations required by the Company are outsourced to
third-party providers and alternative providers could be secured at relatively
short notice if necessary.
Having taken into account the Company’s current position and the
potential impact of its principal and emerging risks and uncertainties, 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 a period
of five years from the date of this Annual Report.
Modern Slavery Act
Due to the nature of the Company’s operational model and the fact that it
generates no turnover, the Board is satisfied that the Company is not subject
however appreciates the significance of Modern Slavery as an issue but
considers the Company’s supply chains, dealing predominantly with
professional advisers and service providers in the financial services industry,
to represent a low risk of exposure to modern slavery.
In relation to the Company’s investments, the Board has noted that the
Portfolio Manager has since 2023 signed a letter that is sent to FTSE 350
companies considered at that time not to be in compliance with the
intends to do so again in 2026. This initiative, coordinated by Rathbones,
was awarded the Stewardship Initiative of the Year award in 2022 by the
technical nature, such as not having a Modern Slavery Statement
available on websites, or not evidencing that such Statements have
approval from the board of the relevant organisation. In 2025, the
Portfolio Manager engaged with investee companies to highlight where
corrections were required to achieve compliance and worked with
Rathbones to monitor responses.
Within its investment process, Redwheel principally assesses the risk of
modern slavery exposure through reference to the Corporate Human
Rights Benchmark (which scores companies on governance and policies;
remedies and grievance mechanisms; and embedding respect and
human rights due diligence) and through company compliance with the
Rights, and the Organisation for Economic Co-operation and Development
Guidelines for Multinational Enterprises.
The Portfolio Manager also uses Sustainalytics data to monitor breaches in
global norms and controversies including employee incidents. The Materiality
Map developed originally by the Sustainability Accounting Standards
Board helps improve understanding of the sectors in which companies
are most at risk of exposure to labour and modern slavery issues.
Overview of Strategy continued
Gender Diversity
Bribery Act
Criminal Finances Act 2017
Stewardship/Engagement
was again endorsed as a signatory
1
Environment
the
Approach
Total Scope 1 & 2 Emissions
Weighted Average Carbon Intensity (“WACI”):
Observations
Total Scope 1 & 2 Emissions
0 30,000 60,000 90,000 120,000 150,000
FTSE All-Share
Temple Bar
Investment Trust
(t COeq)
2025
2025
2024
2024
2023
2023
2022
2022
Portfolio Weighted Average Carbon Intensity
FTSE All-Share
Temple Bar
Investment Trust
(WACI) (t COeq/GBPm Revenue)
0 30 60 90 120 150
2025
2025
2024
2024
2023
2023
2022
2022
Carbon Emissions
Overview of Strategy continued
Social
ng on
page
Governance
Remuneration
Engagement Policy
to
the
Overview of Strategy continued
Externalities and Non-Environmental Issues
Future Developments
page 9 to
Charles Cade
Chair
Dr. Shefaly Yogendra
Governance Report
Board of Directors
Senior Independent Director, Chair of the Nomination
Committee, member of the Audit and Risk and Management
Engagement Committees
Shefaly was appointed a Director in 2019. She built her career in the
technology industry, followed by strategic advisory work on emerging
technologies, and specialises in governance, growth, risk, and decision
making. She is a non-executive director of JP Morgan US Smaller
Companies Investment Trust PLC and was formerly a non-executive
director of Witan Investment Trust plc. She was listed among the
“100 Women To Watch” in the Female FTSE Board Report 2016.
Chair of the Company and member of the Audit and Risk ,
Management Engagement and Nomination Committees
Charles was appointed a Director in 2022 and became the Chair of the
Company on 2 December 2025. He has more than 30 years’ experience in
the investment companies sector, and was ranked among the leading
analysts throughout his career at Numis Securities, Winterflood
Securities, HSBC and Merrill Lynch. He joined the City following an MBA,
having previously worked for a consultancy firm and as an economist in
the UK government. He is currently the Senior Independent Director and
Interim Chair of Vietnam Enterprise Investments Ltd, a member of the
Investment Committee of the Rank Foundation charity, and an
independent consultant to interactive investor, the retail platform.
Charles Cade
Chair of the Audit and Risk Committee, member of the Management
Engagement and Nomination Committees
Carolyn was appointed a Director in 2023. She is the CFO of British
International Investment plc (BII), the UK’s Development Finance
Institution. Before joining BII in 2020, Carolyn was CFO of the Wealth
Management Division of Schroders plc and a member of its Group
Management Committee. Prior to that, Carolyn was the CFO of Cazenove
Capital Management Limited until its sale to Schroders in 2013. Carolyn
started her career with Touche Ross & Co. where she qualified as a
Chartered Accountant. She then joined Lazard where her roles included
COO for Global Capital Markets and UK Finance Director.
Nick Bannerman
Wendy Colquhoun
Member of the Audit and Risk, Management Engagement and
Nomination Committees
Nick joined the Board on 1 July 2025. A Chartered Accountant, he is a
non-executive Director of JP Morgan China Growth & Income Trust
plc and of The Global Smaller Companies Trust plc, where he also
acts as Chair of the Audit Committee. He was formerly Chair of Baillie
and Chair of its Audit Committee. Nick was
the Managing Director of luxury Scottish Cashmere businesses for
over 20 years, supplying major couture brands worldwide.
Chair of the Management Engagement Committee and a
member of the Audit and Risk and Nomination Committees
Wendy joined the Board on 1 July 2025. She is a former senior
corporate partner at international law firm CMS Cameron McKenna
Nabarro Olswang LLP where she specialised in advising financial
services companies including investment trusts. Ms Colquhoun is a
non-executive Director and the Senior Independent Director of
Capital Gearing Trust plc, a non-executive Director and the Senior
Independent Director of Schroder UK Mid-Cap Fund plc and a
non-executive Director and the Senior Independent Director of
Murray International Trust plc. She was formerly a non-executive
Director and Chair of Henderson Opportunities Trust plc and a
non-executive Director of Scottish Financial Enterprise.
Carolyn Sims
Number of Percentage
ordinary of voting
shares rights
Raymond James Wealth 8,618,809 3.0
Management Limited
Report of Directors
The Directors present the Annual Report & Financial Statements of the
Company for the year ended 31 December 2025.
Directors
up to the date of the signing of the Annual Report are detailed on page s 48
and 49. Richard Wyatt served as Chair of the Company until his retirement
on 2 December 2025. As at 31 December 2025, the Board of Directors of the
Company comprised two male and three female Directors.
All Directors will retire and stand for election or re-election at the
Company’s AGM on 5 May 2026. The rules concerning the appointment
and replacement of Directors are set out in the Company’s Articles of
Association. There are no agreements between the Company and its
Directors’ indemnities
Subject to the provisions of the Companies Act 2006, the Company may
an auditor) of the Company, against (a) any liability whether in connection
with any negligence, default, breach of duty or breach of trust by them in
relation to the Company or any associated company or (b) any other liability
incurred by or attaching to him in the actual or purported execution and/or
discharge of his duties and/or the exercise or purported exercise of his
powers and/or otherwise in relation to or in connection with his duties,
in relation to anything done or omitted to be done or alleged to have been
maintained by the Company.
Ordinary Dividends
The interim dividends paid by the Company are set out in note 10 to
the financial statements.
Subsequent to the year -end, the Board approved a fourth interim dividend
for the year ended 31 December 2025 of 3.75p per ordinary share, which
w ill be paid on 2 April 2026.
Share Capital
At the AGM held on 6 May 2025, the Company was granted authority to
allot ordinary shares in the Company up to an aggregate nominal
amount of £1,423,021, being 10% of the total issued share capital at that
date, amounting to 28,460,437 ordinary shares.
The Company was also granted authority to purchase up to 14.99% of
the Company’s ordinary share capital in issue at that date, amounting to
42,662,196 ordinary shares.
The Company bought back 791,246 shares of 5p each at a total cost of
£2.2m during the year. This represented 0.3 % of the total voting rights at
31 December 2025. The shares bought back are held in treasury.
During the year, the Company also issued back 5,045,000 ordinary
shares from treasury, raising £18.6m, representing 1.7% of the total
voting rights at 31 December 2025.
At 31 December 2025, the Company had 334,363,825 ordinary shares
in issue, 44,714,447 of which were held in treasury. The total voting rights
of the Company at 31 December 2025 were 289,649,378 .
Subsequent to the year -end and up to 18 March 2026, the Company
re-issued 8,070,000 ordinary shares from treasury, raising £31.5m .
At 18 March 2026, the Company ha d 334,363,825 ordinary shares in issue,
36,644,447 of which were held in treasury. The total voting rights at
18 March 2026 were 297,719,378.
Authorities given to the Directors at the 2025 AGM to allot shares, disapply
statutory pre-emption rights and buy back shares will expire at the
forthcoming AGM.
At general meetings of the Company, shareholders are entitled to one
vote on a show of hands and on a poll, for every share held. The ordinary
shares carry the right to receive dividends and have one vote per
ordinary share. To the extent that they exist, revenue, profits and certain
of the Company’s capital reserves (including accumulated revenue and
realised capital reserves) are available for distribution by way of
dividends to holders of ordinary shares.
surplus assets would be distributed to the shareholders pro rata to their
holding of ordinary shares. There are no restrictions on the transfer of
securities in the Company or on the voting rights of each ordinary share.
There are no special rights attached to any of the shares and no
agreements between holders of shares regarding their transfer known to
the Company and no agreements which the Company is party to that
An amend ment to the Company’s Articles of Association and the giving
of authority to issue or buy back the Company’s shares requires an
appropriate resolution to be passed by shareholders. Proposals for the
renewal of the Board’s current authorities to issue and buy back shares
are set out in the Notice of AGM on pages 97 to 100. Any issuance of
shares, whether new shares or the re-issuance of treasury shares, will
only be made at prices greater than the prevailing cum income NAV per
share (with debt at fair value).
Substantial Shareholders
As at 31 December 2025, the Company had been notified of the following
substantial interest in the Company’s voting right. There have not been any
new holdings notified between the year end and the date of this report.
This table reflects those shareholders who have notified the Company
of a substantial interest in its shares when they have crossed certain
thresholds and may not reflect their current holding. The table does
not reflect the full range of investors in the Company. The shareholder
register is principally comprised of private wealth managers and retail
investors owning their shares through a variety of online platforms.
Number of Percentage
ordinary of voting
shares rights
Raymond James Wealth 8,618,809 3.0
Management Limited
Management Arrangements
Under the terms of the Portfolio Management Agreement, Redwheel
is paid a management fee equal to 0.325% per annum of the Company’s
total assets. The Portfolio Management Agreement may be terminated
on six months’ notice. The Portfolio Management Agreement is also
capable of termination in certain circumstances including in the event
that both Nick Purves and Ian Lance cease to be responsible for the
management of the Company’s assets or otherwise become incapacitated.
Under the terms of the AIFM agreement, Frostrow Capital LLP (‘Frostrow’)
are paid 0.125% of market capitalisation up to £250m and 0.1% of market
capitalisation above £250m.
Continued Appointment of the AIFM and Portfolio Manager
The Board keeps the performance of the Portfolio Manager and the AIFM
under continual review, and the Management Engagement Committee
conducts an annual appraisal of their performance, and makes a
recommendation to the Board about their continuing appointment.
It is the opinion of the Board that the continuing appointment of the
Portfolio Manager, on the existing terms, is in the best interests of
shareholders as a whole. The reasons for this view are that the Portfolio
Manager has executed the investment strategy according to the
Board’s expectations and has produced positive returns relative to the
broader market.
Frostrow is also responsible for the Company’s marketing and distribution
strategy. It is the Directors’ opinion that the continuing appointment
of Frostrow as AIFM is also in the best interests of the Company and its
shareholders as a whole.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.6 requires the Company to include certain information
in a single identifiable section of the Annual Report or a cross reference
table indicating where the information is set out. The Directors confirm
that there are no disclosures to be made in this regard.
Streamlined Energy and Carbon Reporting
The Company’s approach to ESG is set out on page 22.
Stakeholder Engagement
While the Company has no employees, or customers, the Directors give
regular consideration to the need to foster the Company’s business
the principal decisions taken by the Company during the financial year
is set out in further detail in the Strategic Report on page 33.
Financial Risk Management
Information about the Company’s financial risk management objectives
and policies is set out in note 20 to the Financial Statements.
Disclosure of Information to the Auditor
Report confirm that, so far as they are aware, there is no relevant audit
information of which the Company’s Auditor is unaware, and each
Director has taken all reasonable steps that he/ she ought to have taken as
a Director to make himself/herself aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that information.
Post Balance Sheet Events
Post balance sheet events are disclosed in note 21 on page 95 to the
financial statements.
Future Developments
Details on the outlook of the Company are set out in the Chair ’s
Statement on page 9 and the Portfolio Manager’s Report on pages
1 7 to 20.
Annual General Meeting (“AGM”)
The Notice of the AGM of the Company to be held on 5 May 2026 is on
pages 97 to 100. In particular, resolutions regarding the following
items of business will also be proposed.
Dividend Policy
Resolution 11 set out in the Notice of AGM is for shareholders to approve
the Company’s dividend policy which authorises Directors of the Company
to declare and pay all dividends of the Company as interim dividends, and
for the last dividend referable to a financial year to not be categorised as a
final dividend.
As set out in the Chair ’s Statement on pages 7 to 9, it is confirmed that
the dividend policy continues the enhancement of the Company’s
quarterly interim dividends by the distribution of 3.0p per share
per annum to be sourced from the Company’s distributable
capital reserves .
Authority to Allot Shares
Resolutions 12 and 13 set out in the Notice of AGM are ordinary
resolutions and will, if both are passed, authorise the Directors to allot
up to a total of 59,543,874 ordinary shares with a nominal value of
£2,977,194 or a total of 20% of the Company’s ordinary shares in issue
at the date at which these resolutions are passed. This will replace the
current authority granted to the Directors at the last AGM. These
authorities will expire at the AGM to be held in 2027 when resolutions
to renew the authority will be proposed.
The Directors intend to use the authorities whenever they believe they
would be in the best interests of shareholders to do so. Any such issuances
would only be made at prices greater than the prevailing cum income
NAV per share at the time of issue (with debt at fair value) and would
therefore increase the assets underlying each share. The issue proceeds
would be available for investment in line with the Company’s
investment policy.
Retail Shareholders 50.75%
Wealth Managers & Private Banks 34.88%
Institutional Investors 13.93%
Other 0.44%
Profile of the Company’s Ownership
% of Shares Held at 31 December 2025
Authority to Disapply Pre-Emption Rights
When shares are to be allotted for cash, the Companies Act 2006 requires
However, in certain circumstances, it is beneficial to allot shares for
Resolutions 1 5 and 1 6 set out in the Notice of AGM are special
resolutions and will, if both are passed, authorise the Directors to allot up
to a total of 59,543,874£2,977,194
or a total of 2
which these resolutions are
ese authorities
when resolutions
ese authorities
ances
cum income NAV per share
e, and would therefore increase
No issuances of shares will be made which would alter the control of
Authority to Purchase the Company’s Own Shares
Resolution 1 7 set out in the Notice of AGM is a special resolution and
7 when a
ii
cum income
Directors’ Fees
on will be proposed at the AGM to increase the
it on the fees paid to the Directors from £250,000 pa to
it has
not been incr
Notice Period for General Meetings
18, a special resolution, would not be used as a matter of
held in 2027
How to Vote
Recommendation
should vote in favour of the resolutions to be proposed at the AGM, as
Charles Cade
Chair
19 March 2026
Report of Directors continued
Corporate Governance Statement
Corporate governance is the process by which the board of directors of
a company protects shareholders’ interests and by which it seeks to
enhance shareholder value. Shareholders hold the directors responsible
responsibility to the directors to manage the company on their behalf
and holding them accountable for its performance.
Compliance with the AIC Code of Corporate Governance
(the “AIC Code”)
The Board considers the practice of good governance to be an integral
part of the way it manages the Company and is committed to maintaining
high standards of financial reporting, transparency and business integrity.
As Temple Bar is a UK-listed company, the Board’s principal governance
reporting obligation is in relation to the UK Code of Corporate Governance
(the “UK Code”) issued by the Financial Reporting Council (the “FRC”).
However, it is recognised that investment companies have special
circumstances which have an impact on their governance arrangements.
An investment company typically has no employees and as such the
day-to-day functions of the Company are outsourced to third parties. The
AIC has therefore drawn up its own set of guidelines known as the AIC Code,
last updated in January 2024, which recognises the nature of investment
companies by focusing on matters such as board independence and the
review of management and other third- party contracts. The FRC has
endorsed the AIC Code and confirmed that companies which report
against the AIC Code will meet their obligations in relation to the UK Code
and Listing Rule 6.6.6. The Board has chosen to report against the AIC
Code as it believes that its principles and recommendations will provide
better information to shareholders than reporting against only the
UK Code.
A copy of the AIC Code can be found at www.theaic.co.uk.
A copy of the UK Code can be obtained at www.frc.org.uk. The UK Code
includes provisions relating to:
–
–
– the need for an internal audit function.
The Board considers that these provisions are not relevant to the position of
Temple Bar, being an externally managed investment company. In
particular, all of the Company’s day-to-day management and administrative
functions are outsourced to third parties. As a result, the Company has
no executive directors, employees or internal operations such as an internal
audit function. The Company has therefore not reported further in respect
of these provisions.
The Board of Directors
Under the leadership of the Chair , the Board is ultimately responsible for
framing and executing the Company’s strategy and for closely
monitoring risks. The Directors are responsible for the determination
of the Company’s investment policy and investment strategy and have
overall responsibility for the Company’s activities, including the review
of investment activity and performance and the control and supervision
of the Portfolio Manager.
The Board seeks to ensure that it has an appropriate balance of skills
and experience, and considers that, collectively, it has substantial recent
and relevant experience of investment trusts and financial and public
company management.
The terms and conditions of the appointment of the Directors are
formalised in letters of appointment, copies of which are available for
has a service contract with the Company nor has there been any other
contractual arrangement between the Company and any Director at
any time during the year. Directors are not entitled to compensation for
The Directors have access to independent professional advice at the
Company’s expense if required. This is in addition to the access that every
Director has to the advice and services of the Company Secretary, who
is responsible for advising the Board on all governance matters and for
ensuring that Board procedures are followed and that applicable rules
and regulations are complied with.
Chair and Senior Independent Director (“SID”)
The Chair , Charles Cade, is independent and the Board considers that
Chair ’s other commitments are detailed in his biography on page 48 .
There is a clear division of responsibility between the Chair , the
Directors, the Portfolio Manager and the Company’s other third-party
service providers. The Chair is responsible for leading the Board,
ensuring that all Directors receive accurate, timely and clear information.
Shefaly Yogendra is the Company’s SID. She acts as a sounding Board
for the Chair , takes the lead in the annual evaluation of the Chair by the
independent Directors, provides a channel for any shareholder concerns
regarding the Chair and is available to meet with major shareholders as
appropriate. In periods of stress, the SID works with the Chair , the other
Directors, and/or shareholders to resolve any issues.
The documents setting out the roles of the Chair and SID are
available on the Company’s website.
Board Operation
The Directors have adopted a formal schedule of matters specifically
reserved for their approval. These include the following:
– approval of the Company’s investment policy, long-term objectives
– approval of annual and half-yearly reports and financial statements
and accounting policies, prospectuses, circulars and other shareholder
–
–
–
– appointment and removal of the AIFM, Administrator and Company
– approval of the Company’s annual expenditure budget.
At each Board meeting the Directors follow a formal agenda, which
includes a review of investment performance, analysis of the peer group,
marketing and financial information, together with briefing notes and
papers in relation to changes in the Company’s economic and financial
environment, statutory and regulatory changes and corporate governance
best practice.
The Board meets regularly throughout the year and representatives of
the AIFM and Portfolio Manager are in attendance, when appropriate, at
each meeting. Prior to each Board and Committee meeting, Directors
are provided with a comprehensive set of papers giving detailed
information on the Company and all Directors have timely access to all
relevant management, financial and regulatory information.
Committees
The Board has established three committees to assist its operations: the
Audit and Risk Committee, the Management Engagement Committee
and the Nomination Committee. Given the size and nature of the Board
it is felt appropriate that all Directors are members of each Committee.
The need for a separate Remuneration Committee will be kept under
review but, at present, given the size of the Board, the functions which a
Remuneration Committee would be responsible for are overseen by the
full Board.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Carolyn Sims. The Committee
meets formally at least twice a year. The Board is satisfied that members of
the Committee have relevant and recent financial experience to fulfil their
sector.
See page 49 for Carolyn’s biographical details.
The Committee has direct access to the Company’s Auditor and provides
a forum through which the Auditor reports to the Board. Representatives
of the Auditor are invited to attend the Committee meeting at which
the annual accounts are considered and any other meetings that the
Committee deems necessary.
Given the size and nature of the Board it is felt appropriate that all Directors
are members of each Committee. The Directors therefore believe it is
appropriate for Charles Cade, the Chair of the Board, to be a member of
the Committee given his experience of the investment trust sector . The
Committee is also of the view that his membership would not compromise
his independence as Chair of the Board.
Corporate Governance Statement continued
Management Engagement Committee
The Management Engagement Committee comprises all Directors and
was chaired by Shefaly Yogendra during the year . Wendy Colquhoun
became Chair of the Committee on 2 December 2025. The Committee
met once during the year to review the ongoing performance and the
continuing appointment of all service providers of the Company,
including the AIFM and the Portfolio Manager. The Committee also
considers any variation to the terms of all service providers’ agreements
and reports its findings to the Board.
The terms of reference of the Committees are available on the Company’s website (www.templebarinvestments.co.uk).
Meeting Attendance
The table below sets out the Directors’ attendance at Board and Committee meetings held during the year ended 31 December 2025.
* Retired from the Board on 2 December 2025.
** Joined the Board on 1 July 2025.
Nomination Committee
A Nomination Committee comprising all Directors oversees a formal review
procedure governing the appointment of new Directors and evaluates the
overall composition of the Board, taking into account the existing balance
of skills, experience and knowledge. The Committee is also responsible
for assessing, on an annual basis, the individual performance of each
Director and for making recommendations as to whether they should
Committee met twice during the year, to discuss Board composition ,
Director recruitment, succession and the election and re-election of
each Director.
Management
Audit and Risk Engagement Nomination
Board Committee Committee Committee
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held Attended Held Attended Held Attended Held Attended
Charles Cade 7 7 2 2 1 1 2 2
Richard Wyatt* 7 7 2 2 1 1 2 2
Shefaly Yogendra 7 7 2 2 1 1 2 2
Carolyn Sims 7 7 2 2 1 1 2 2
Nick Bannerman** 7 2 2 1 1 1 2 –
Wendy Colquhoun** 7 2 2 1 1 1 2 –
Independence of the Directors
The Board has reviewed the independence status of each individual
Director and the Board as a whole. All Directors are considered to be
independent of the Portfolio Manager and free from any business or
other relationship that could materially interfere with the exercise of
their independent judgement.
Induction and Training
New Directors appointed to the Board are provided with an induction
programme which is tailored to the particular circumstances of the
Directors about the Company, its key service providers, the Directors’ duties
and obligations and other matters as may be relevant from time to time.
Regular briefings are provided during the year on industry and regulatory
matters and the Directors receive other relevant training as required.
Director Appointment, Re-Election and Tenure
The rules concerning the appointment and replacement of Directors
are contained in the Company’s Articles of Association and the Companies
Act 2006.
Under the Company’s Articles of Association, Directors are subject to
either of the two preceding AGMs shall retire. Beyond these requirements
and in accordance with the AIC Code, the Board has agreed a policy
whereby all Directors will seek annual re- election at the Company’s AGM.
The tenure of each independent, non-executive director, including the
Chair , is not ordinarily expected to exceed nine years. It should be
noted that, in practice, the date of departure from the Board may be on
the day of the Annual General Meeting following this anniversary.
However, the Board has agreed that the tenure of the Chair may be
extended for a limited time provided such an extension is conducive to
the Board’s overall orderly succession. The Board believes that this more
flexible approach to the tenure of the Chair is appropriate in the
context of the regulatory rules that apply to investment companies, which
being consistent with the need for regular refreshment and diversity.
Notwithstanding this expectation, the Board considers that a director’s
tenure does not necessarily reduce his or her ability to act independently
and will continue to assess each director’s independence annually, through
a formal performance evaluation.
The Board has carefully considered the position of each of the Directors
and, following the annual Board evaluation, all of the Directors continue
commitment to the role. The Board therefore believes that it is in the best
interests of shareholders that each of the following Directors is re-elected
at the forthcoming AGM. The specific reasons for the re-election of each
Director are set out below:
– Charles Cade: Charles became Chair of the Company on
2 December 2025 . He has brought with him a wealth of experience
and expertise in the investment trust sector. His extensive career in the
investment sector and his relevant expertise and experience has proved
invaluable to the Board.
– Shefaly Yogendra: Shefaly has extensive experience of governance and
risk, an increasingly important attribute in the Board’s risk management
and decision-making process. This particular skillset contributes
significantly to Board balance and discussion.
– Nick Bannerman: A Chartered Accountant, Nick is an experienced
professional who has held senior positions in the commercial sector.
He also has extensive knowledge of the investment trust sector.
– Wendy Colquhoun: A qualified solicitor, Wendy has a thorough
understanding of investment trusts and the regulatory and other
challenges that they face.
– Carolyn Sims: Carolyn has been a CFO of asset and wealth management
businesses for over 15 years. From that she brings a wealth of technical
accounting and reporting, regulatory, risk and operational business
management experience.
Reporting table on ethnicity representation as at
31 December 2025
Number of Percentage of
Board members the Board
White British or other
White (including
minority- white groups) 4 80%
Mixed/Multiple
Ethnic Groups – –
Asian/Asian British 1 20%
Black/African/
Caribbean/Black British – –
Other ethnic group – –
Not specified/
prefer not to say – –
Number of Percentage of
Board members the Board
Male 2 40%
Female 3 60%
Prefer not to say – –
Diversity
The Board supports the principle of Boardroom diversity, of which gender,
ethnicity and cognitive diversity are important aspects. The Company’s
policy is that the Board and its committees should be comprised of
directors with a diverse range of skills, knowledge and experience and
that appointments should be made on merit against objective criteria,
including diversity in its broadest sense.
The objective of the policy is to have a broad range of approaches,
backgrounds, skills, knowledge and experience represented on the Board.
To this end, achieving a diversity of perspectives and backgrounds on the
Board will be a key consideration in any director search process. The
Board encourages any recruitment agencies it engages to find a diverse
range of candidates that meet the criteria agreed for each appointment
and, from the shortlist, aims to ensure that a diverse range of candidates
is brought forward for interview.
The following two tables provide the breakdown in gender identity and
ethnic representation on the Board in accordance with the Listing Rule s.
As the Company is an investment trust it does not have any executive
directors, executive or senior management, or employees so only
information regarding the Directors is disclosed.
Reporting table on sex/gender representation as at
31 December 2025
Board Succession
The Nomination Committee met to discuss Chair succession and also
the recruitment of an additional new Director, to ensure an orderly
succession and induction process.
The Board has an approved succession planning policy to ensure that
(i) there is a formal, rigorous and transparent procedure for the appointment
display the necessary balance of professional skills, experience, length of
service and industry/Company knowledge.
Board Evaluation
The Directors are aware that they need to continually monitor and
improve performance, and recognise that this can be achieved through
regular Board evaluation, which provides a valuable feedback mechanism
The evaluation of the Board and the Chair was conducted through the
completion of a questionnaire followed by a discussion covering a range
composition, and corporate governance . The discussion was designed
to assess the strengths, areas of improvement and independence of the
Board, together with the performance of its Committees, the Chair and
individual Directors.
The results of the Board and Chair evaluation were discussed by the
Nomination Committee. Following the evaluation process, the Board
and experience relevant to the leadership and direction of the Company.
Conflicts of Interest
Directors have a statutory duty to avoid situations in which they have or may
have interests that conflict with those of the Company, unless that conflict is
first authorised by the Board. This includes potential conflicts that may arise
when a Director takes up a position with another company. The Company’s
Articles of Association allow the Board to authorise such potential conflicts
and there is a procedure in place to deal with any actual or potential conflict
of interest. The Board deals with each appointment on its individual merit
and takes into consideration all relevant circumstances.
A register of conflicts is maintained by the Company Secretary and is
reviewed by the Directors at Board meetings to ensure that any authorised
conflicts remain appropriate. The Directors are required to confirm at
these meetings whether there has been any change to their position.
Shareholder Communications
Shareholder relations are given high priority by both the Board and the
Portfolio Manager. The principal medium by which the Company
communicates with shareholders is through annual and half-yearly
reports. The information contained therein is supplemented by daily
NAV announcements, a monthly factsheet available on the Company’s
website and a quarterly newsletter. Further information on
engagement with shareholders can be found under the Section 172
Statement on page 33 .
Risk Management and Internal Controls
The Board is ultimately responsible for the Company’s risk management
Operational responsibility for this review is delegated to the Audit and
Committee. A description of the principal risks facing the Company and
an explanation of how they are managed is provided in the Strategic
Report on pages 58 to 59 . The Directors have a robust process for
identifying, evaluating and managing the risks faced by the Company,
including emerging risks, which are recorded in a risk schedule.
The Audit and Risk Committee’s process involves reviewing the risk
schedule at each of its two meetings during the year. The Audit and
Risk Committee, on behalf of the Board, assesses the likelihood of
occurrence and possible impact of each risk. The Committee then
reviews the mitigating controls in place and assesses whether they
The Company’s internal controls are designed to manage, mitigate and/
or monitor financial, investment, reporting, compliance and governance
risks. As such, the controls aim to ensure that, inter alia:
–
–
– The assets of the Company are safeguarded and
– The Company’s financial information is complete, accurate and
– The Company complies with all legal and regulatory requirements.
Material controls are the mechanisms and procedures whose systematic
failure would lead to an unacceptable risk to the Company’s
performance, reporting, objectives and reputation.
The Board operates certain internal controls such as the review of the
Company’s financial reports, risk identification, and the oversight of
service providers. However, as an externally managed investment trust,
the Company is reliant on the operational systems of its service providers
and this is reflected in the Company’s internal controls structure, which
is summarised on page 59 .
Internal control systems are designed to manage, rather than eliminate,
the risk of failure to achieve the Company’s strategic objectives and can
provide only reasonable and not absolute assurance against material
misstatement or loss.
The Audit and Risk Committee monitored the Company’s risk
management and internal control framework throughout the year
through the review of reports from the principal service providers, as set
out on page 64 . In particular, the Committee reviewed any exceptions
identified in the internal controls reports and evaluated whether they
were material for the Company. Further information was obtained from
principal service providers each provided a letter confirming that there
had been no material changes to their internal controls between the
date of their internal controls report and the Company’s year end.
On behalf of the Board
Charles Cade
Chair
19 March 2026
Corporate Governance Statement continued
Internal Controls & Structure
Board of Directors
Non-executive
Committees:
– Audit and Risk Committee
– Management Engagement Committee
– Nomination Committee
The Board has responsibility for
establishing and assessing
internal controls to ensure the
appetite set by the Board. As the
Company relies on third party
service providers for all of its
operations, it obtains regular
reports from these
counterparties on the nature
within these organisations.
The Company’s principal service
providers are the Portfolio
Manager, RWC Asset
Management LLP (Redwheel),
the AIFM, Company Secretary and
Administrator, Frostrow Capital LLP,
its depositary and custodian, Bank
of New York Mellon and the
registrar Equiniti. The Board
receives regular reporting on
compliance with the control
environment and assesses the
controls through review of the
assurance reports from each of
these organisations.
In addition, the Company retains
a number of secondary providers
who report to the Board. These
include the corporate broker. The
services provided by these firms
are not integral to the Company’s
operating model and internal
controls and so the reporting they
provide to the Board on their
operations is less extensive.
The Audit and Risk Committee
formally evaluates the
performance and service delivery
of all third party service providers
at least annually and the
performance of the Company’s
external auditor annually,
following the completion of the
annual audit process.
Frostrow Capital LLP
(AIFM, Company Secretary and Administrator)
Reporting
– Statement of Financial Position
– Liquidity & gearing
– Income forecasts
– Portfolio valuation
– Portfolio transactions
– Investment limits and restrictions
(monthly)
– Compliance with investment policy
and guidelines (monthly)
– Compliance report (semi- annually)
–
environment (semi-annually)
– Internal Controls Report (annually)
RWC Asset Management LLP (Redwheel)
(Portfolio Management)
Reporting
– Investment performance and Investment Strategy update at each meeting
– ESG update at each meeting
– Internal Control Report
– Compliance Report (semi-annually)
–
Bank of New York Mellon
(Depositary and Global Custodian)
Reporting
– Depositary’s Report (semi-annually)
–
– Presentation from the Depositary and Custodian (annually)
Equiniti
(Registrar)
–
– Presentations on subjects of interest e.g. cyber security (as required)
Cavendish Securities
(Corporate Broker)
–
Principal third
party service
providers
The Directors
– receive regular
– review the assurance
report produced by
– receive additional
reporting on the control
environment from each
of the principal third
and
– formally evaluate their
performance on an
annual basis.
Secondary third
party service
providers
The Directors
– receive regular
reporting on their
and
– formally evaluate their
performance on an
annual basis.
Statement from the Chair
As set out in the Corporate Governance Statement on page 54, the
Company does not have a Remuneration Committee and the Directors’
remuneration is determined by the Board as a whole. No Director is involved
in deciding their own individual remuneration. The Board reviews Directors’
fees on an annual basis to ensure that they remain appropriate and are in
line with the level of remuneration for other investment trusts of a similar
size. During the year ended 31 December 202 5, the annual fees were set at
a rate of £45,750 for the Chair , £35,750 for the Chair of the Audit and Risk
Committee and £30,500 for a Director.
The Board met in December 2025 and discussed the proposed Director
fees for the year end ing 31 December 2026. The Board agreed to
increase the fees as follows: a rate of £49,000 for the Chair of the
Board, £37,000 for the Chair of the Audit and Risk Committee and
£32,000 per annum for a Director. No remuneration consultants were
engaged by the Company during the financial year under review.
Remuneration Policy
The Directors’ Remuneration Policy was last approved at the Company’s
AGM in 2023. The policy is required to be put to a shareholders’ vote at
least once every three years and, in any year, if there is to be a change in the
Directors’ remuneration policy. Accordingly, an ordinary resolution will be
put to shareholders at this year’s AGM to receive and approve the
shareholders. The Remuneration Policy will then remain in place for a
further three years or until such time as the Board may choose to make a
change to the Policy (whereby they would put any changed Remuneration
Policy to shareholders for approval), whichever is earliest. This ordinary
resolution will be in addition to the ordinary resolution which will be put to
shareholders to receive and approve the Directors’ Remuneration Report.
The proposed Directors’ remuneration policy is set out below in full and is
unchanged from that previously approved by shareholders. There will be
no change in the way that the Remuneration Policy will be implemented
compared to how it was implemented in the financial year under review
and since its last approval by shareholders at the AGM held in 2023.
Purpose and link to strategy
individuals of high calibre with suitable knowledge and experience. Those
chairing the Board and key committees should be paid higher fees than
other Directors in recognition of their more demanding roles. Fees should
responsibilities borne by the Directors.
Maximum and minimum levels
Remuneration consists of a fixed fee each year, set in accordance with
the stated policies, and any increase granted must be in line with the
stated policies.
The Board reviews the quantum of Directors’ fees each year to ensure
this is in line with the level of remuneration for other investment trusts of
a similar size.
Report on Directors’ Remuneration
When making recommendations for any changes in fees, the Board
considers wider factors such as the average rate of inflation over the period
since the previous review, and the level and any change in complexity of the
Directors’ responsibilities (including additional time commitments as a
result of increased regulatory or corporate governance requirements).
Shareholder views in respect of Directors’ remuneration are communicated
at the AGM and are taken into account when formulating the Directors’
remuneration policy.
Voting at AGM
The Report on Directors’ Remuneration for the year ended 31 December
202 4 was approved by shareholders at the AGM held on 6 May 202 5.
99.0% of poll votes in respect of the approval of the Report on Directors’
Remuneration were in favour, 1.0% were against and 143,215 votes
were withheld. The Directors’ Remuneration Policy was approved by
shareholders at the AGM held on 9 May 202 3. 99.5% of proxy votes in
respect of approval of the Remuneration Policy were in favour, 0.5% were
against and 1 63,251 votes were withheld. The policy will again be put
before shareholders at this year’s AGM.
Performance Graph
The Company tries to meet its stated investment objective by investing
balance of larger and smaller/medium-sized companies. The FTSE
All-Share Index is a very broad UK-based index, which makes it an
appropriate benchmark for the Company’s strategy and UK value mandates
in general, due to its coverage of small cap companies as well as the
larger-cap listings found in the main FTSE Indices.
The Directors consider that the most appropriate measure of the
Company’s performance is its share price total return compared with
the total return on the FTSE All-Share Index. A graph illustrating this relative
performance over a ten-year period is shown below.
Temple Bar Total Return Ten Years to 31 December 2025
FTSE All-Share (total return
sterling adjusted) (123.4%)
Share Price
Total Return (169.7%)
Dec 24
Dec 25
60
80
100
120
140
160
180
200
220
240
260
280
Dec 15
Dec 16
Dec 17
Dec 18
Dec 20
Dec 21
Dec 22
Dec 23
Dec 19
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Rebased to 100 as at 31 December 201 5.
Remuneration for the Year Ended 31 December 2025 (audited)
The remuneration for the non-executive Directors is determined within
the limits set out in the Company’s Articles of Association. The amount
paid in aggregate to the Directors in 2025 is set out in the table below.
The present limit, which was set in 2009, is £250,000 in aggregate per
annum. An ordinary resolution will be put to the AGM to increase the
annual limit on the aggregate amount of fees payable by the Company
to the Directors under Article 100. The Directors wish to provide for any
Board succession overlap and also in the event that the Board
composition were to expand in number in the future. The Board is
proposing that an aggregate annual limit of £350,000 be approved by
shareholders, replacing the current limit of £250,000.
Fixed fees Taxable expenses Total Fixed fees Taxable expenses Total
(£) (£)
†
(£) (£) (£)
†
(£)
2025 2025 2025 2024 2024 2024
Lesley Sherratt n/a n/a n/a 12,604 – 12,604
Richard Wyatt 42,289 – 42,289 45,750 – 45,750
Shefaly Yogendra 30,500 – 30,500 30,000 – 30,000
Charles Cade
5
31,946 – 31,946 30,000 – 30,000
Carolyn Sims 35,750 – 35,750 33,906 – 33,906
Nick Bannerman
4
15,250 903 16,153 n/a n/a n/a
Wendy Colquhoun
4
15,250 973 16,223 n/a n/a n/a
Total 170,985 1,876 172,861 152,260 – 152,260
2025 to 2024 to 2023 to 2022 to
2026 2025 2024 2023
Chair +7.1 – – +5.2
Chair of the
Audit and Risk
Committee +3.5 – – +5.1
Director +4.9 +1.7 +1.7 +5.4
Directors’ Emoluments (audited)
% change
†
Taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London. These are reimbursed by
the Company and, under HMRC Rules, are subject to tax and National Insurance and therefore are treated as a benefit in kind within this table.
Retired from the Board on 6 May 2024.
Retired from the Board on 2 December 2025.
Appointed Chair of the Audit and Risk Committee on 6 May 2024.
Appointed to Board on 1 July 2025
5
Became Chair of the Company on 2 December 2025.
There were no taxable benefits received by any Directors during the year.
Annual percentage change in Directors’ Remuneration
The following table sets out the annual percentage change in Directors’ fees
over the last three years and for the forthcoming year.
Expenditure by the Company on Remuneration and Distributions
to Shareholders
The table below compares the remuneration paid to Directors with
distributions made to shareholders by way of a dividend, ongoing charges
of the Company, and shares bought back during the year under review
and the prior financial year.
2025 2024
£’000 £’000
Directors’ Remuneration 171 152
Total Dividends 40,649 30,817
Ongoing charges
1
5,467 4,737
Cost of share buybacks
during year 2,171 12,708
Relative importance of Spend on Pay
See Glossary on page 103 .
It is the Company’s policy that no Director shall be entitled to any
performance-related remuneration, benefits in kind, long-term incentive
schemes, share options, pensions or other retirement benefits or
contract with the Company, nor are they required to serve a notice period.
The remuneration paid to the Directors during the year is set out in the
table below:
Directors’ Shareholdings (audited)
There is no requirement under the Company’s Articles of Association
for Directors to hold shares in the Company.
The beneficial interests of the Directors’ and any connected persons in
the shares of the Company are set out below:
2025 2024
Number of Number of
shares shares
Richard Wyatt^ n/a 50,000
Shefaly Yogendra 4,500 4,500
Charles Cade 50,000 50,000
Carolyn Sims – –
Nick Bannerman 10,049 –
Wendy Colquhoun 5,535 –
^ Retired from the Board on 2 December 2025.
There were no changes in the interests shown above between 31 December
2025 and the date of this Annual Report.
Approval
The Report on Directors’ Remuneration was approved by the Board
and signed on its behalf by:
Charles Cade
Chair
19 March 2026
Report on Directors’ Remuneration continued
Composition and Meetings
The Committee met twice during the year under review. In addition, the
Committee meets the Auditor at least annually, without any other party
present, for a private discussion. The Committee comprises all of the
Company’s independent non-executive Directors. As a result, the
Committee comprises the whole Board. The Committee believes it is
appropriate for the Chair of the Board to be a member of the Audit
Committee on account of his relevant sector experience.
The members of the Committee consider that they have the requisite
skills and experience to fulfil the responsibilities of the Committee. I have
recent and relevant financial experience with which to fulfil my role as
Chair of the Committee, and the Committee as a whole has competence
relevant to the investment trust sector.
Role and Responsibilities of the Committee
The Committee’s main responsibilities during the year were:
– To review the Company’s Half-Year and Annual Report. In particular, to
consider and advise the Board on whether the Annual Report, taken
– To review the risk management and internal control processes of the
Report of the Audit and Risk Committee
– To develop and implement a policy for the engagement of the external
Auditor and agreeing the scope of its work and its remuneration. Also,
to be responsible for the selection process of the external Auditor
(including the leadership of an audit tender process) and to have primary
–
–
– To consider any non-audit work to be carried out by the Auditor. The
Committee reviews the need for non-audit services to be provided by the
Auditor and authorises such on a case by case basis, having consideration
– To consider the need for an internal audit function. Since the Company
delegates its day-to-day operations to third parties and has no
employees, the Committee has determined there is no requirement
– To assess the going concern and viability of the Company, including
– To report its findings to the Board.
A comprehensive description of the Committee’s role, its duties and
responsibilities, can be found in its terms of reference which are available
for review on the Company’s website at www.templebarinvestments.co.uk.
during the year and to the date of
this Annual Report
Significant Reporting Matter How the matter was addressed
Valuation of Investments The Committee received assurance that the valuation of assets had been carried out in accordance with
the adopted accounting policies set out in note 1 beginning on page 81 .
Existence and Ownership of
Investments
The Committee received assurance that all investment holdings and cash/deposit balances had been
agreed by Frostrow to an independent confirmation from the Custodian or relevant bank, throughout
the year. The Committee reviewed the internal controls reports of Frostrow, Redwheel and The Bank of
New York Mellon.
Annual Report and
Financial Statements
The Board asked the Committee to confirm that, in its opinion, the Annual Report taken as a whole is fair,
balanced and understandable and provides the information necessary for shareholders to assess the
Company’s financial position, performance, business model and strategy. In doing so, the Committee
considered:
– the comprehensive control framework around the production of the Annual Report, including the
– the detailed levels of review that were undertaken in the production process, by Frostrow and by the
– the internal control environment as operated by Redwheel, Frostrow (the AIFM), The Bank of New York
Mellon (the Custodian and Depositary) and other service providers.
Introduction from the Chair
I am pleased to present the Report of the Audit and Risk Committee (the “Committee”)for the year ended
31 December 202 5.
Audit Regulation
The Committee has noted, in particular, the publication by the FRC
of the Minimum Standard for Audit Committees and the revised UK
Corporate Governance Code and AIC Corporate Governance Code.
The Minimum Standard will apply to the Company on a comply or
explain basis as it is included by reference in the new UK Corporate
Governance Code. The Committee will seek to comply with the
Standard as far as it is appropriate for an externally-managed
investment company to do so.
Incomplete or inaccurate revenue recognition
Income received is accounted for in accordance with the Company’s
accounting policies as set out in note 1 to the financial statements.
The Board receives income forecasts, including special dividends,
together with explanations from the Portfolio Manager for any
significant movements from previous forecasts.
Maintenance of investment trust status
The Committee regularly considers the controls in place to ensure that
the regulations for maintaining investment trust status are observed at
all times and receives supporting documentation from the AIFM.
Material Controls
Following the introduction of new corporate governance regulations,
the Board has undertaken a comprehensive review of the Company’s
material controls to ensure alignment with the updated requirements.
identified areas for enhancement. As a result, the Board has developed
and approved an implementation plan to strengthen governance
practices and ensure ongoing compliance. Progress against this plan
will be monitored regularly and reported to shareholders
as appropriate.
Going concern and long-term viability of the Company
The Committee considered the Company’s financial requirements for
to meet its commitments. Consequently, the financial statements
have been prepared on a going concern basis. The Committee also
considered the longer-term viability statement within the Annual
Report for the year ended 31 December 2025, covering a five-year
period, and the underlying factors and assumptions which contributed
to the Committee deciding that this was an appropriate length of time
to consider the Company’s long-term viability. The Company’s viability
statement can be found on page 42 .
Internal Controls and Risk Management
The Committee carefully considers the internal control systems by
continually monitoring the services and controls of its third party
service providers.
The Committee reviewed and updated the risk matrix during the year in
consideration of the Company’s principal and emerging risks. In addition,
the Committee reviews the Company’s risk heat map on a regular basis.
This enables the Committee to assess all current and emerging risks faced
by the Company and to discuss in detail how these can be mitigated
and agree any action to be taken. The risks are considered individually
and collectively so as to ensure the potential combined impact of all
risks can be considered and appropriate action taken. The Committee
received reports on internal controls and compliance from the Portfolio
Manager and the Company’s other service providers and no significant
matters of concern were identified. Details of the principal and emerging
risks faced by the Company can be found on pages 39 to 46.
Half -Year Report & Financial Statements
The Committee reviewed the Half Year Report and Financial Statements,
which are not audited or reviewed by the Auditor, to ensure that the
accounting policies were consistent with those used in the annual financial
statements and that they portrayed a fair, balanced and understandable
picture of the period in question.
Internal Audit
The Company does not have an internal audit function.
The Committee monitors and considers the need for an internal audit
function on (at least) an annual basis. The Committee continues to
believe that the Company does not require an internal audit function as it
delegates its day-to-day operations to third parties from whom it receives
and reviews internal control reports.
Depositary
During the year, the Committee reviewed reports from the Depositary
on their regulatory oversight and due diligence duties. Nothing material
was brought to the attention of the Committee.
Accounting Policies
The Committee ensured that the accounting policies set out in the
notes to the financial statements were applied consistently throughout
the year. In light of there being no unusual transactions during the year
or other possible reasons, there were no changes to these policies.
Withholding Tax
The Committee monitored the reclamation of withholding tax,
receiving updates from Frostrow on the process and the appointment
of specialist local agents.
Other Activities During the Year
In addition to carrying out its principal duties, the Committee also
reviewed:
– the Committ
– compliance reports submitt
– the Company’s anti-bribery and corrupti and
– the Company’s commitment to the prevention of the criminal
facilitation of tax evasion .
External Auditor
This is the sixth audit for BDO LLP following its appointment at the AGM
held in March 2020. Audit fees for the year ended 31 December 2025 are
set out in note 7 to the financial statements.
The Auditor is required to rotate the audit partner every five years. Peter
Smith was the audit partner since BDO LLP’s appointment, and so rotated
Peter Smith was succeeded by Jamie Smith who I met prior to his formal
appointment.
There were no non-audit services provided by the Auditor during the year.
Report of the Audit and Risk Committee continued
Eectiveness of the External Audit
audit carried out by the Auditor, including a detailed review of the audit
plan and the audit results report, and makes recommendations to the
Board on the re-appointment and the terms of engagement of the Auditor.
The Chair of the Committee met with the Company’s Audit Partner prior
to the finalisation of the audit of the Annual Report & Financial Statements
for the year ended 31 December 2025, without the Portfolio Manager
or the AIFM being present, to discuss how the external audit was carried
out, the findings from such audit and whether any issues had arisen from
the Auditor’s interaction with the Company’s various service providers.
No concerns were raised in respect of the year ended 31 December 2025.
Independence and Objectivity of the Auditor
The Committee has considered the independence and objectivity of the
Auditor and is satisfied that the Auditor has fulfilled its obligations to the
Company and its shareholders. The Committee remains satisfied that
BDO as a firm, its audit engagement team, audit partner, all other partners,
directors and managers comply with all relevant ethical requirements
as required and are independent of the Company. The Auditor’s
independence and objectivity are safeguarded by several control
measures which include the rotation of the audit partner every five years
and by the fact that no non-audit services were provided by BDO during
the year. The Committee reviews the continuing appointment of the
Auditor on an annual basis and gives regular consideration to the Auditor’s
fees and independence, along with matters raised during each audit.
Appointment of the Auditor
Following consideration of the performance of the Auditor, the services
provided during the year and a review of its independence and objectivity,
the Committee has recommended to the Board the re-appointment
of BDO LLP as Auditor to the Company. Resolutions for BDO LLP’s
re-appointment and to authorise the Committee to determine its
remuneration will be proposed at the forthcoming AGM.
As a public company listed on the London Stock Exchange, the Company
is subject to mandatory auditor rotation requirements. Based on these
requirements, a tender process will be conducted no later than 2029. The
Committee will, however, continue to consider annually the need to go
to tender for audit quality, remuneration or independence reasons.
Performance Evaluation
The Committee’s performance over the past year was reviewed as part
of the annual Board evaluation. The internal evaluation considered the
as well as assessing the Committee’s role in monitoring and overseeing
the Company’s financial reporting and accounting, risk management and
internal controls, compliance with corporate governance regulations and
the assessment of the external audit.
I am pleased to confirm that the evaluation result was positive and no
matters of concern or requirements for change were highlighted.
The Audit and Risk Committee confirms that it has carried out a review
management during the year, as set out above and that:
(a) An ongoing procedure for identifying, evaluating and managing
significant risks faced by the Company was in place for the year under
review and up to 19 March 2026. This procedure is regularly reviewed
(b) It is responsible (on behalf of the Board) for the Company’s system
designed to manage the risk of failure to achieve business objectives.
This can only provide reasonable not absolute assurance against
material misstatement or loss.
Carolyn Sims
Chair of the Audit and Risk Committee
19 March 2026
The Role of the Committee
The Committee’s primary responsibilities are to:
– monitor and evaluate the performance of both the Portfolio Manager
and the AIFM and their compliance with the terms of their respective
– review the terms of the Portfolio Management and AIFM Agreements
annually to ensure that the terms conform with market and industry
– recommend to the Board any variation to the terms of the Investment
Management and AIFM Agreements which it considers necessary or
– review and make the appropriate recommendations to the Board as
to whether the continuing appointment of the Portfolio Manager and
–
– monitor the appropriateness and compliance of other service providers’
– review, consider and recommend to the Board any amendments to
the terms of the appointment and remuneration of other service
– consider any points of conflict of interest which may arise between
the service providers.
Matters Considered During the Year
The Committee met once during the year ended 31 December 2025.
At the meeting the Committee:
– reviewed the performance of the AIFM and the Portfolio Manager.
The review concluded that both the Portfolio Manager and the AIFM
– considered and agreed to the continuing appointment of the AIFM
– considered the services provided by the Company’s other third-party
service providers.
Shefaly Yogendra
Chair of the Management Engagement Committee during the year
ended 31 December 2025
19 March 2026
Introduction from the Chair
I am pleased to present the Report of the Management Engagement Committee (the “Committee”) for the
year ended 31 December 2025. Wendy Colquhoun succeeded me as Chair of this Committee on
2 December 2025.
Report of the Nomination Committee
The Role of the Committee
The Committee’s primary responsibilities are to:
– regularly review the structure, size and composition (including the
skills, knowledge, experience and diversity, including gender and
– give full consideration to succession planning for Directors, taking
into account the challenges and opportunities facing the Company
– using objective criteria, identify and nominate for the approval of
– review the results of the Board performance evaluation process that
–
and
– review annually the time required from Directors and any other
business interest that may result in a conflict.
Matters Considered During the Year
The Committee met twice during the year ended 31 December 2025.
At its meeting in March 2025, the Committee:
– discussed Board composition and succession planning, where the
Committee received an update on the progress being made by
Odgers Berndtson, who were assisting the Board in the recruitment of
a new Director
– reviewed and approved the Board’s suc
– reviewed and agreed the Board diversity disclosure to be contained
– considered the re-election of each of the then Directors at the AGM
held on 6 May 2025 . The Committee carefully considered the position
of each of the Directors, including the findings of the internal Board
evaluation, and concluded that all of the Directors continued to be
commitment to the role. The Committee therefore recommended to
the Board that the election or re-election of those Directors seeking
to remain on the Board was in the best interests of shareholders and
that accordingly resolutions regarding the same should be put to
shareholders at the AGM and
– reviewed the results of the internal Board evaluation.
At the Committee’s second meeting, held in June 2025 the Committee:
– discussed the Director recruitment project where, following the
completion of an externally facilitated recruitment process, it was
agreed to recommend to the Board that Nick Bannerman and
Wendy Colquhoun be appointed to the Board.
Shefaly Yogendra
Chair of the Nomination Committee
19 March 2026
Introduction from the Chair
I am pleased to present the Report of the Nomination Committee (the “Committee”) for the year ended
31 December 2025.
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report & Financial
Statements in accordance with UK-adopted international accounting
standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors are required to prepare
the company financial statements in accordance with UK-adopted
international accounting standards. Under company law the Directors
must not approve the financial statements unless they are satisfied that
the profit or loss for the company for that period.
In preparing these financial statements, the Directors are required to:
–
– make judgements and accounting estimates that are reasonable
– state whether they have been prepared in accordance with UK-adopted
international accounting standards, subject to any material departures
– prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the company will continue in
– prepare a Directors’ report, a strategic report and Directors’ remuneration
report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records
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.
They are also responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities. The Directors are responsible for, and confirm that
to the best of their knowledge, the Annual Report and Financial Statements,
taken as a whole, are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the company’s position
and performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report & 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. The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
– the financial statements have been prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
– the Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties
that it faces.
On behalf of the Board
Charles Cade
Chair
19 March 2026
Independent Auditor’s Report to the Members
of Temple Bar Investment Trust Plc
Report on the audit of the financial statements
Opinion
In our opinion the financial statements:
–
31 December 2025 and of its profit and cash flows for the year then
ended;
– have been properly prepared in accordance with UK adopted
international accounting standards; and
– have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Temple Bar Investment
Trust Plc (the ‘Company’) for the year ended 31 December 2025
which comprise the Statement of Comprehensive Income,
Statement of Changes in Equity, Statement of Financial Position,
Statement of Cash Flows and notes to the financial statements,
including 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 Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of
our report. We believe that the audit evidence we have obtained is
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 going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
– Evaluating the appropriateness of the Directors’ method of
assessing going concern in light of economic and market
conditions by reviewing the information used by the Directors in
completing their assessment;
– Assessing the appropriateness of the Directors’ assumptions and
judgements made by comparing the prior year forecasted costs to
the actual costs incurred to assess the reliability of the Directors
forecasting ability as well as comparing the projected costs to the
current year actuals to assess whether they are reasonable;
– Assessing the projected management fees for the year to check
that they were in line with the current assets under management
levels and the projected market growth forecasts for the following
year;
– Sensitising the forecasts based on an economic downturn and
calculating financial ratios to ascertain the financial health of the
Company, including performing calculations assessing the net
asset position of the Company to understand the reliance on
loans;
– Assessing the appropriateness of the Directors’ assumptions and
judgements made in their base case and stress tested forecasts
including consideration of the available cash and liquid assets
relative to forecast expenditure and commitments;
– Challenging the Directors’ assumptions and judgements made in
their forecasts by performing an independent analysis of the
liquidity of the portfolio; and
– Reviewing the loan agreements to identify the covenants and
assessing the likelihood of them being breached based on the
Directors’ forecasts and our sensitivity analyses.
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.
In relation to the Company’s reporting on how it has applied 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.
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 system of internal control. We identified and assessed the risks of
material misstatement of the financial statements. We then applied
professional judgement to focus our audit procedures on the areas
that posed the greatest risk of material misstatement to the financial
statements. We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of reducing the risk of
material misstatement to an acceptable level, to provide a basis for our
opinion.
2025 2024
Key audit matters
Valuation and ownership
of quoted investments
Revenue recognition –
Dividend income
Materiality
Company financial statements as a whole
£10,690,000 (2024: £8,160,000) based on 1% (2024: 1%) of net assets
Overview
Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued
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,
audit strategy, the allocation of resources in the audit, and directin
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.
Valuation and ownership of quoted investments
Note 12 – Investments
The investment portfolio at the year-end is comprised of quoted
equity and debt investments.
There is a risk that the prices used for the listed investments held by
the Company are not reflective of fair value and the risk that errors
made in the recording of investment holdings result in the incorrect
reflection of investments owned by the Company.
Therefore, we considered the valuation and ownership of quoted
equity and debt investments to be the most significant audit area as
they represent the most significant balance in the financial statements
and underpin the principal activity of the entity.
Furthermore, we consider the valuation disclosures to be a significant
area as they are expected to be a key area of interest for the users of
the financial statements.
For these reasons, and the materiality of the balance in relation to the
financial statements as a whole, we considered this to be a key audit matter.
Revenue recognition – Dividend income
Note 4 – Income
demonstrating the performance of the portfolio. As such there may be an
incentive to recognise income as revenue where it is more appropriately of
a capital nature.
Additionally, judgement is required by management in determining the
allocation of dividend income to revenue or capital for certain corporate
actions or special dividends.
For this reason, we considered revenue recognition to be a key audit matter.
We evaluated the design and implementation of the controls in place
around the recording of revenue and the classification of transactions
as either revenue or capital income.
We assessed the treatment of dividend income from corporate actions
and special dividends and challenged if these had been appropriately
accounted for as income or capital by reviewing the underlying reason
for issue of the dividend and whether it could be driven by a capital
event.
We analysed the whole population of dividend receipts to identify
items for further discussion that could indicate a capital distribution,
for example where a dividend represents a particularly high yield. In
these instances, we performed a combination of inquiry with
management and our own independent research, including
inspection of financial statements of investee companies, to ascertain
whether the underlying event was indeed of a capital nature.
In addition, we formed our own expectation of dividend income for
100% of the portfolio based on investment holdings and dividend
announcements obtained from independent sources and compared
this to dividend income recognised by the Company.
Key observations:
Based on our procedures performed we found the judgements made
by management in determining the allocation of income to revenue or
capital to be appropriate.
We responded to this matter by testing the valuation and ownership of
the whole portfolio of quoted debt and equity investments. We
performed the following procedures:
– Confirmed the year-end bid price was used by agreeing to externally
quoted prices;
– Assessed if there were contra indicators, such as liquidity considerations,
to suggest bid price is not the most appropriate indication of fair value by
considering the realisation period for individual holdings;
– Recalculated the valuation by multiplying the number of shares held
per the statement obtained from the custodian by the valuation per
share; and
– Obtained direct confirmation of the number of shares held per equity
investment and the par value of the debt from the custodian regarding
all investments held at the balance sheet date.
We also considered the completeness, accuracy and clarity of
investment-related disclosures against the requirements of relevant
accounting standard.
Key observations:
Based on our procedures performed we did not identify any matters
to suggest the valuation or ownership of the quoted equity or debt
investments was not appropriate.
Key audit matter How the scope of our audit addressed the key audit matter
Our application of materiality
We apply the concept of materiality both in planning and performing our
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,
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Company Company
financial financial
statements statements
2025 2024
Materiality £10,690,000 £8,160,000
Basis for determining
materiality 1% of Net Assets 1% of Net Assets
Rationale for the As an investment trust, the net asset
benchmark applied value is the key measure of
performance for users of the financial
statements.
Performance £8,010,000 £6,120,000
materiality
Basis for determining 75% of materiality 75% of materiality
performance materiality
Rationale for the The level of performance materiality
percentage applied
or performance considered a number of factors
materiality including the expected total value of
known and likely misstatements and
the level of transactions in the year.
Specific materiality
We also determined that for Revenue return before tax, a misstatement
of less than materiality for the financial statements as a whole, specific
materiality, could influence the economic decisions of users as it is a
measure of the Company’s performance of income generated from its
these items to be £2,050,000 (2024: £1,760,000), based on 5% of
Revenue return before tax (2024: 5% of revenue return before tax). We
further applied a performance materiality level of 75% of specific
materiality to ensure that the risk of errors exceeding specific
materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit and Risk Committee that we would report to
that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other
information comprises the information included in the Annual Report &
Financial Statements, 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 review the Directors’
statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the 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 and 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 42;
– 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 page 42; and
– The Directors’ statement on whether they have a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities set out on page 42.
Other Code provisions
– Directors’ statement on fair, balanced and understandable set out
on page 68;
– Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 41;
– The section of the annual report that describes the review of
set
out on page 64; and
– The section describing the work of the Audit and Risk Committee
set out on page 63.
Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work
performed 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 Directors’ 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 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
adequate 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 Statement of Directors’ Responsibilities,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the
Company and management.
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 litigations 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 litigations 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 governance
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 governance
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 related 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 management override of controls and the
recognition of dividend income between revenue and capital.
Our procedures in respect of the above included:
– The procedures set out in the Key Audit Matters section above in
relation to the classification of dividends between revenue and
capital; and
– Testing journals which met defined risk criteria by agreeing to
supporting documentation and evaluating whether there was
evidence of bias by the Investment Manager and Directors that
represented a risk of material misstatement due to fraud.
– Reviewed for significant transactions outside the normal course
of business; and
– for
indications of bias or deliberate misstatement.
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.
Our audit procedures were designed to respond to risks of 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 required to address
We were appointed by the audit and risk committee on 30 March
2020 to audit the financial statements for the period ended 31
December 2020.
Our total uninterrupted period of engagement is six years, covering
the periods ended 31 December 2020 to 31 December 2025.
Our audit opinion is consistent with the additional report to the
audit and risk committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have
formed.
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.
Jamie Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
19 March 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued
Financial Report
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
Total Income 4 45,054 – 45,054 38,981 – 38,981
Profit on investments 12 – 243,136 243,136 – 110,111 110,111
Currency exchange loss – (423) (423) – (128) (128)
Total income 45,054 242,713 287,767 38,981 109,983 148,964
Expenses
Portfolio management fees 6 (1,343) (2,015) (3,358) (1,128) (1,691) (2,819)
Other expenses 7 (1,541) (1,569) (3,110) (1,419) (885) (2,304)
Profit before finance costs and tax 42,170 239,129 281,299 36,434 107,407 143,841
Finance costs 8 (1,124) (1,685) (2,809) (1,123) (1,684) (2,807)
Profit before tax 41,046 237,444 278,490 35,311 105,723 141,034
Tax 9 (1,777) – (1,777) (1,488) – (1,488)
Profit for the year 39,269 237,444 276,713 33,823 105,723 139,546
Earnings per share 11 13.8p 83.2p 97.0p 11.8p 36.8p 48.6p
2025 2024
The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with IFRS. The supplementary revenue
return and capital return columns are both prepared under guidance issued by the AIC. All items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The Company does not have any income or expense that is not included in profit for the year. Accordingly, the profit for the year is also the Total
Comprehensive Income for the year, as defined in IAS1 (revised).
The notes on pages 81 to 95 form an integral part of the financial statements.
Statement of Comprehensive Income
As at 31 December 2025, the Company had distributable revenue reserves of £20,699,000 (2024: £15,657,000) and distributable capital
reserves of £928,751 ,000 (2024: £668,309 ,000 ) for the payment of future dividends. Only the revenue reserve and capital reserves are
distributable.
The notes on pages 81 to 95 form an integral part of the financial statements.
Called-up Share premium Capital Revenue Total
Notes share capital account reserves reserve equity
£’000 £’000 £’000 £’000 £’000
At 1 January 2024 16,719 96,040 595,294 12,651 720,704
Total comprehensive income for the year – – – 105,723 33,823 139,546
Cost of shares bought back for t reasury – – (12,708) – (12,708)
Dividends paid 10 – – – (30,817) (30,817)
At 31 December 2024 16,719 96,040 688,309 15,657 816,725
Total comprehensive income for the year – – 237,444 39,269 276,713
Cost of shares b ought back for t reasury – – (2,171) (2,171)
Net proceeds of sale of shares from treasury – 6,983 11,591 18,574
Dividends paid 10 – – (6,422) (34,227) (40,649)
At 31 December 2025 16,719 103,023 928,751 20,699 1,069,192
Statement of Changes in Equity
Statement of Financial Position
Notes £’000 £’000 £’000 £’000
Non-current assets
Investments at fair value through profit or loss 12 1,114,430 880,603
Current assets
Investments at fair value through profit or loss 12 14,462 4,202
Cash and cash equivalents 12,782 6,354
Receivables 13 4,334 2,059
31,578 12,615
Total assets 1,146,008 893,218
Current liabilities
Payables 14 (1,998) (1,712)
Total assets less current liabilities 1,144,010 891,506
Non-current liabilities
Interest bearing borrowings 15 (74,818) (74,781)
Net assets 1,069,192 816,725
Capital and reserves
Ordinary share capital 16 16,719 16,719
Share premium 103,023 96,040
Capital reserves 928,751 688,309
Revenue reserve 20,699 15,657
Total equity attributable to equity holders 1,069,192 816,725
NAV per share 18 369.1p
286.2p
NAV per share with debt at fair value 18 373.4p 291.1p
31 December 2025 31 December 2024
The notes on pages 81 to 95 form an integral part of the financial statements.
The financial statements of Temple Bar Investment Trust Plc (registered number: 00214601) on pages 77 to 95 were approved by the Board of Directors
and authorised for issue on 19 March 2026. They were signed on its behalf by:
Charles Cade
Chair
Alternative Performance Measure – See glossary of terms beginning on page 103 for definition and more information.
Notes £’000 £’000 £’000 £’000
Cash flows from operating activities
Profit before tax 278,490 141,034
Adjustments for:
Gains on investments (243,136) (110,111)
Finance costs 2,809 2,807
Dividend income 4 (44,756) (38,635)
Interest income 4 (298) (346)
Dividends received 42,855 38,999
Interest received 119 516
(Increase)/decrease in other receivables (344) 407
Increase/(decrease) in other payables 287 (652)
Net overseas withholding tax paid 9 (1,777) (1,488)
(244,241) (108,503)
Net cash flows from operating activities 34,249 32,531
Purchases of investments (325,858) (108,442)
Sales of investments 325,056 124,317
Net cash flows (used in)/from investing activities (802) 15,875
Cash flows from financing activities
Equity dividends paid 10 (40,649) (30,817)
Interest paid on borrowings (2,773) (2,772)
Shares bought back for treasury (2,171) (12,738)
Shares issued from treasury 18,574 –
Net cash flows used in financing activities (27,019) (46,327)
Net increase in cash and cash equivalents 6,428 2,079
Cash and cash equivalents at the start of the year 6,354 4,275
Cash and cash equivalents at the end of the year 12,782 6,354
31 December 2025 31 December 2024
The notes on pages 81 to 95 form an integral part of the financial statements.
Statement of Cash Flows
Notes to the Financial Statements
General information
Temple Bar Investment Trust Plc was incorporated in England and Wales
in 1926 with the registered number 00214601.
The Company carries on the business as an investment trust company
within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
1. Principal Accounting Policies
Basis of accounting
The financial statements have been prepared on a going concern
basis, under the historical cost convention, modified by the valuation
of investments at fair value, prepared in accordance with UK adopted
international accounting standards.
The annual financial statements have also been prepared in accordance
with the AIC SORP for investment trusts issued by the AIC in July 2022,
except to any extent where it is not consistent with the requirements of
IFRS. The principal accounting policies adopted by the Company are set
out below.
All values are rounded to the nearest thousand pounds unless
otherwise indicated.
Going concern
The Directors are required to make an assessment of the Company’s ability
to continue as a going concern and that the Company has adequate
resources to continue in operational existence for 12 months from the
date when these financial statements are approved.
In making this assessment, the Directors have considered a wide variety of
emerging and current risks to the Company, as well as mitigation
strategies that are in place. The Board has also reviewed stress-testing
and scenario analyses prepared by the AIFM to assist it in assessing the
impact of changes in market value and income with associated cash
flows. In making this assessment, the AIFM has considered plausible
downside scenarios.
These tests are carried out as an arithmetic exercise, which can apply
equally to any set of circumstances in which asset value and income are
significantly impaired. It was concluded that in a plausible downside
scenario, the Company could continue to meet its liabilities. Whilst the
economic future is uncertain, the opinion of the Directors is that no
foreseeable downside scenario would be to a level which would threaten
the Company’s ability to continue to meet its liabilities as they fall due.
Based on the information available to the Directors at the time of this report,
including the results of the stress tests and scenario analyses, and having
taken account of the liquidity of the investment portfolio, the Company’s
cash flow and borrowing position (see notes 8 and 15 for further details on
borrowings), the Directors are satisfied that the Company has adequate
financial resources to continue in operation for 12 months from the date
of signing of these financial statements and that, accordingly, it is
appropriate to adopt the going concern basis.
Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and
in accordance with guidance issued by the AIC, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Statement of Comprehensive Income.
Income
Dividend income from investments is recognised when the Company’s right
to receive payment has been established, normally the ex-dividend date.
Where the Company has elected to receive its dividends in the form of
additional shares rather than cash, the amount of cash dividend foregone
is recognised as income. Any excess in the value of shares received over
the amount of cash dividend foregone is recognised as a capital gain
in the Statement of Comprehensive Income.
Interest income is recognised in line with coupon terms on a time-
are credited to capital or revenue according to their circumstances.
Foreign currency
The financial statements are prepared in pounds sterling because that
is the currency of the primary economic environment in which the
Company operates.
The primary objective of the Company is to generate returns in pounds
sterling, its capital-raising currency. The liquidity of the Company is
managed on a day-to-day basis in sterling as the Company’s performance
is evaluated in that currency. Therefore, the Directors consider pounds
sterling as the currency that most faithfully represents the economic
Transactions involving foreign currencies are converted at the exchange
rate ruling at the date of the transaction. Foreign currency monetary
assets and liabilities as well as instruments carried at fair value are
translated into pounds sterling at the exchange rate ruling on the year-end
in the Statement of Comprehensive Income.
Expenses
All expenses are accounted for on the accruals basis. In respect of the
analysis between revenue and capital items presented within the
Statement of Comprehensive Income, all expenses have been presented
as revenue items except as follows:
transaction costs which are incurred on the purchases or sales of
investments designated as fair value through profit or loss are
expensed to capital in the Statement of Comprehensive Income; and
expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of
the investments held can be demonstrated and, accordingly, the
investment management fee and finance costs have been allocated
40% to revenue and 60% to capital, in order to reflect the Directors’
long-term view of the nature of the expected investment returns of
the Company; this remains consistent with the prior year.
Notes to the Financial Statements continued
1. Principal Accounting Policies continued
Taxation
The tax expense represents the sum of the current tax expense. The tax
currently payable is based on the taxable profit for the year. The taxable
Comprehensive Income because it excludes items of income or expense
that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company’s liability for current
tax is calculated using a blended rate as applicable throughout the year.
In line with the recommendations of the SORP, the allocation method
used to calculate tax relief on expenses presented against capital returns
in the supplementary information in the Statement of Comprehensive
Income is the ‘marginal basis’. Under this basis, if taxable income is
income statement, then no tax relief is transferred to the capital column.
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of
taxable profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are recognised for all taxable temporary
probable that taxable profits will be available against which deductible
Deferred tax is calculated at the enacted tax rate that is expected to apply
in the period when the liability is settled or the asset is realised. Deferred
tax is charged or credited in the revenue return of the Statement of
Comprehensive Income, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity.
Investment trusts which have approval under Section 1158 of the
Corporation Tax Act 2010 are not liable for taxation on capital gains.
Irrecoverable withholding tax is recognised on any overseas dividends
on an accruals basis using the applicable rate for the country of origin.
Financial instruments
The Company classifies its financial assets as subsequently measured at
amortised cost or measured at fair value through profit or loss on the basis
of its business model for managing the financial assets and the contractual
cash flow characteristics of the financial asset. Financial assets are
measured at fair value through profit or loss if their contractual terms do
not give rise to cash flows on specified dates that are solely payments of
principal and interest and at amortised cost if they do. Financial assets and
financial liabilities are recognised in the Statement of Financial Position
when the Company becomes party to the contractual provisions of the
amounts and interest and intends to settle on a net basis. A financial asset
is derecognised when the right to receive cash flows from the asset expires
or the rights to receive cash flows from the asset have been transferred and
a financial liability is derecognised when the obligation under the liability
is discharged, cancelled or expired.
Investments
Equity investments are held at fair value through profit or loss as they fail
the contractual cash flows test under IFRS 9. Debt instruments that pass
the contractual cash flow test are held under a business model to
manage them on a fair value basis for investment income and fair value
gains and are therefore classified as fair value through profit or loss.
Upon initial recognition, investments are measured at fair value . Gains
or losses on investments measured at fair value through profit or loss
are included in net profit or loss as a capital item and transaction costs on
acquisition or disposal of investments are expensed. For investments
that are actively traded in organised financial markets, fair value is
determined by reference to stock exchange quoted market bid prices at
the close of business on the year-end date.
All purchases and sales of investments are recognised on the trade date,
i.e. the date that the Company commits to purchase or sell an asset.
1. Principal Accounting Policies continued
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according
to the substance of the contractual arrangements entered into. An
equity instrument is any contract that evidences a residual interest in
Interest bearing borrowings
Interest bearing borrowings, being the debenture stock and loans issued
by the Company, are initially recognised at a fair value equivalent to the
proceeds received net of issue costs associated with the borrowings.
When calculating the NAV with debt at fair value the fair value of the private
placement loans is determined using discounted cash flow techniques
which utilise inputs including interest rates obtained from comparable
loans in the market.
Equity dividends payable
Equity dividends payable are recognised when the shareholders’ right to
receive payment is established. For interim dividends this is when they are
paid and for final dividends this is when they are approved by shareholders.
Cash and cash equivalents
Cash and cash equivalents (which are presented as a single class of
asset on the Statement of Financial Position) comprise cash at bank and
in hand, and deposits with an original maturity of three months or less.
The carrying value of these assets approximates their fair value.
Reserves
The share capital represents the nominal value of the Company’s
ordinary shares.
The share premium account represents the excess over nominal value
of the fair value of consideration received for the Company’s ordinary
shares, net of expenses of the share issue. This reserve cannot be distributed.
The capital reserve represents realised and unrealised capital and
exchange gains and losses on the disposal and revaluation of investments
and of foreign currency items. ‘Realised’ gains include gains and losses
resulting from changes in fair value, to the extent that they are readily
convertible to cash. Realised gains can be distributed, unrealised gains
cannot be distributed.
The revenue reserve represents retained profits from the income derived
from holding investment assets less the costs and interest on cash balances
associated with running the Company. This reserve can be distributed.
2. Significant Accounting Judgements, Estimates and Assumptions
There are no significant judgements, estimates or assumptions involved
in the presentation of the Company’s accounts, other than the judgement
on the functional and presentational currency of the Company as set
out in the preceding note.
3. Adoption of New and Revised Standards New standards,
interpretations and amendments adopted from 1 January 2025
There are no new standards impacting the Company that have had a
31 December 2025 .
Standards issued but not yet eective
IFRS 18 – Presentation and disclosure in financial statements
IAS 1 Presentation of Financial Statements. IFRS 18 introduces new
requirements for presentation within the statement of profit or loss,
including specified totals and subtotals. Furthermore, entities are
required to classify all income and expenses within the statement of
profit or loss into one of five categories: operating, investing,
financing, income taxes and discontinued operations, whereof the
first three are new. It also requires disclosure of newly defined
management defined performance measures, subtotals of income
and expenses, and includes new requirements for aggregation and
disaggregation of financial information based on the identified
‘roles’ of the primary financial statements and the notes.
This standard is expected to result in material changes to the
presentation of the primary financial statements and note
disclosures, however, it is not expected to have a material impact on
the Company.
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment Income
UK dividends 28,140 – 28,140
Overseas dividends 16,616 – 16,616
Interest from fixed-interest securities –
45,043 – 45,043 38,932 – 38,932
Other income
Deposit interest 11 – 11 49 – 49
Total income 45,054 – 45,054 38,981 – 38,981
2025 2024
During the year ended 31 December 2025, the Company received no special dividends (2024: £nil).
4. Income
5. Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Portfolio management fee 1,343 2,015 3,358 1,128 1,691 2,819
1,343 2,015 3,358 1,128 1,691 2,819
2025 2024
Under the terms of the Portfolio Management Agreement, Redwheel is entitled to a management fee, details of which are set out in the Directors’
Report on page 51. As at 31 December 2025, an amount of £
Notes to the Financial Statements continued
6. Portfolio Management Fee
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
– – 386 386
Directors’ fees
(see Report on Directors’ Remuneration beginning on page 60 ) – 152 – 152
AIFM fee 414 622 1,036 333 499 832
Registrar’s fee 112 – 112 159 – 159
Marketing costs 95 – 95 109 – 109
Auditor’s remuneration – annual audit 58 – 58 56 – 56
Depositary fee 109 – 109 96 – 96
Other expenses 582 – 582 514 – 514
1,541 1,569 3,110 1,419 885 2,304
2025 2024
All expenses are inclusive of VAT where applicable.
Transaction costs represent costs incurred on both the purchase and sale of investments. Transaction costs on purchases amounted to £841,000 (2024: £349,000) and on sales amounted
to £106,000
During the year audit fees of £48 ,1 00 (2024 : £46 ,5 00) (excluding VAT) were due to the Auditor.
7. Other Expenses
The amortisation of the loan issue costs is calculated using the effective interest method
.
8. Finance Costs
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
4.05% Private Placement Loan 2028 823 1,233 2,056
Total finance costs 1,124 1,685 2,809 1,123 1,684 2,807
2025 2024
.
9. Taxation
The Company has no corporation tax liability for the year
ended 31 December 2025 (2024 : nil).
The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:
No provision for deferred taxation has been made in the current year. The Company has not provided for deferred tax on capital profits arising on
the revaluation of investments, as it is exempt from tax on these items because of its status as an investment trust company.
The Company has not recognised a deferred tax asset as at 31 December 2025 on the excess management expenses of £
accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses.
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Analysis of charge for the year:
– 1,488 – 1,488
1,777 – 1,777 1,488 – 1,488
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit before taxation 41,046 2 35,311 105,723 141,034
Tax at UK corporation tax rate of 25% (2024 : 2 5%) 10,261 59,360 69,621 8,828 26,430 35,258
Non–taxable gains on investments¹ –
Disallowed expenses – – 96 96
Non–taxable UK dividends – (6,180) – (6,180)
– 1,488 – 1,488
Non–taxable overseas dividends (4,154) – (4,154)
Excess management expenses 928 1,081 2,009
Total tax charge for the year 1,777 – 1,777 1,488 – 1,488
2025
2025
2024
2024
Notes to the Financial Statements continued
10. Dividends
£’000 £’000
Amounts recognised as distributions to equity holders in the year
Fourth interim dividend for year ended 31 December 2024 of 3.0p per share 8,538
(2024: F ourth interim dividend for year ended 31 December 2023 of 2.5p per share)
Interim dividends for year ended 31 December 2025 of three
one payment of 3.0p per share) 32,111 23,605
40,649 30,817
Fourth interim dividend for the year ended 31 December 2025 of 3.5p 11,146 8,538
(F ourth interim dividend 2024: 3.0p per share)
£’000 £’000
Interim dividends (three) 32,111 23,605
11,146 8,538
43,257 32,143
2025
2025
2024
2024
The fourth interim dividend is not included as a liability in these financial statements.
Therefore, also set out below is the total dividend payable in respect of these financial years, which is the basis on which the requirements of
Section 1158 of the Corporation Tax Act 2010 are considered.
11. Earnings per Share
Revenue Capital Total Revenue Capital Total
Basic and diluted
Profit for the year (£000’s)
Weighted average number of ordinary shares
Earnings per ordinary share (pence) 13.8 83.2 97.0 11.8 36.8 48.6
2025 2024
12. Investments
(a) Investment portfolio summary
The Company received £325,056,000
they were purchased was £235,234,000 (2024: £86,223,000 ). These investments have been revalued over time and until they were sold
any gains/losses were included in the fair value of the investments.
(b) Fair value of financial instruments
IFRS 13 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following classifications:
Level 1 – valued using quoted prices in active markets for identical investments.
Level 2 – valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit
risk, etc). There are no level 2 financial assets (2024: £nil).
Level 3 – valued using significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).
There are no level 3 financial assets (2024: £nil).
All of the Company’s investments are in quoted securities actively traded on recognised stock exchanges, with their fair value being determined
by reference to their quoted bid prices at the reporting date and have therefore been determined as Level 1.
There were no transfers between levels in the year (2024: no transfers) and as such no reconciliation between levels has been presented.
Quoted Debt Quoted Debt
equities securities Total equities securities Total
£’000 £’000 £’000 £’000 £’000 £’000
Opening cost at the beginning of the year 764,962 4,203 769,165 733,313 13,652 746,965
Opening unrealised appreciation/ (depreciation)
at the beginning of the year 115,641 (1) 115,640 43,562 61 43,623
Opening fair value at the beginning of the year 880,603 4,202 884,805 776,875 13,713 790,588
Movements in the year:
Purchases at cost 100,405 8,018 108,423
Sales proceeds
Realised gain/(loss) on sale of investments 89,819 3 89,822 38,114 (20) 38,094
Change in unrealised appreciation/(depreciation) 153,289 25 153,314
Closing fair value at the end of the year 1,114,430 14,462 1,128,892 880,603 4,202 884,805
Closing cost at the end of the year 845,500 14,438 859,938
Closing unrealised appreciation/ (depreciation)
at the end of the year 268,930 24 268,954 115,641 (1) 115,640
Closing fair value at the end of the year 1,114,430 14,462 1,128,892 880,603 4,202 884,805
2025 2024
Notes to the Financial Statements continued
13. Receivables
14. Current Liabilities
15. Borrowings
£’000 £’000
Accrued income 3,355 1,424
Other receivables 635
4,334 2,059
£’000 £’000
Accruals 1,998
Due to broker – 1
1,998 1,712
£’000 £’000
Interest bearing borrowings
4.05% Private Placement Loan 2028
1
49,914 49,882
1
24,904 24,899
Total 74,818 74,781
£’000 £’000
Opening balance as per the Statement of Financial Position
Interest movement
Finance costs for the year as per the Statement of Comprehensive Income 2,809
Closing balance as per the Statement of Financial Position 74,818 74,781
2025
2025
2025
2025
2024
2024
2024
2024
Accrued income includes dividends and fixed-interest income.
The 4.05% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £50,000,000,
on 3 September 2028.
The 2.99% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £25,000,000,
See note 20 beginning on page 91 , for the disclosure and fair value categorisation of the financial liabilities.
Accruals include the interest payable on borrowings amount to £800,000 ( 2024: £800,000).
4% and 299
These were all complied with during the current and previous year:
• net tangible assets of at least £ million;
• aggregate principal amount of financial indebtedness not to exceed 50% of net tangible assets;
• prior approval by the note holder of any change of Portfolio Manager; and
16. Ordinary Share Capital
As at 1 January 285,395,624 290,612,881
Purchase of shares into treasury
Sale of shares from treasury 5,045,000 –
As at year -end:
In circulation 289,649,378 285,395,624
In Treasury 48,968,201
Listed 334,363,825 334,363,825
Nominal Value of 5p ordinary shares (£’000) 16,719 16,719
2025 Number of shares 2024 Number of shares
During the year, the Company bought back ordinary shares at a cost of £
17. Contingent Liabilities And Capital Commitments
As at 31 December 2025, there were no contingent liabilities or capital commitments for the Company (2024: £nil).
18. Net asset value (“NAV”) per share
The NAV per share is based on the net assets attributable to the equity shareholders of £1,069,192,000
and (31 December 2024: 285,395,624) shares being the number of shares in issue at the year -end.
debt at book value and fair value as shown in note 20 beginning on page 91, and the number of shares in issue at the year -end. Adjusting for debt
at fair value resulted in an increase in net assets of £12,225,000 or 4.2 p per share (31 December 2024: increase of £14,039,000 or 4.9p per share).
Notes to the Financial Statements continued
19. Related Party Transactions
The Board of Directors are defined as a related party. Under the
FCA Listing Rules, the Manager is also defined as a related party.
However, under the AIC SORP, in accordance with which these
financial statements are prepared, the Manager is not considered
to be a related party. Accordingly, the disclosure required are set out
below:
Directors – The remuneration of the Directors is set out in the Report
on Directors’ Remuneration on pages 60 and 62. There were no contracts
existing during or at the end of the year in which a Director of the Company
is or was interested and which are or were significant in relation to the
Company’s business. There were no other material transactions during
the year with the Directors of the Company. See page 6 2 for details of
Directors’ shareholdings.
At 31 December 2025, there was £nil (2024: £nil) payable to the Directors
for fees and expenses.
20. Risk Management and Financial Instruments
The Company’s investing activities undertaken in pursuit of its investment
objective, as set out on page 2 , involve certain inherent risks. The main
financial risks arising from the Company’s financial instruments are
market price risk, interest rate risk, liquidity risk, credit risk and currency
risk. The Board reviews and agrees policies for managing each of these
risks as summarised below. The Board has also established a series of
investment parameters, which are reviewed annually, designed to limit
the risk inherent in managing a portfolio of investments. These policies
have remained substantially unchanged during the current and preceding
periods. The Board meets on four scheduled occasions in each year and
to enable it to monitor adequately the investment performance and status
of the business.
Market price risk
Market price risk arises mainly from uncertainty about future prices of
financial instruments used in the Company’s business. It represents
positions in the face of price movements. The Company’s borrowings
Interest rate risk
Interest rate risk is the risk of movements in the value of financial instruments
or interest income cash flows that arise as a result of fluctuations in
interest rates. The Company finances its operations through retained
profits including capital profits, and additional financing is obtained
through the two Private Placement Loans, on both of which interest is
paid at a fixed rate and therefore subject to fair value interest rate risk.
Cash flow interest rate risk
The majority of the Company’s financial assets are equity shares and
other investments which neither pay interest nor have a maturity date.
The Company’s fixed-interest holdings have a market value of
£14,462,000 , representing 1.35 % of net assets (2024: £4,202,000; 0.51%).
The weighted average running yield as at 31 December 2025 was 1.5 %
(2024: 5.0%) and the weighted average remaining life was 0.6 years
(2024: 0.5 years). The Company’s cash balance of £ (2024:
£6,354,000) earns interest, calculated on a tiered basis, depending on
the balance held, by reference to the base rate. Cashflow interest rate risk
is not considered a significant risk to the Company.
Fair value interest rate risk
The Company is exposed to fair value interest rate risk through its
fixed-rate borrowings and its investments in debt securities. The
4.05% Private Placement Loan and the 2.99% Private Placement
fixed rates. The weighted average period until maturity of the loans is
9 years (2024: 10 years) and the weighted average interest rate payable is
changes in interest rates. As interest rates increase the fair value of the
loan liability is expected to decrease, while when interest rates decrease
the fair value of the loan liability is expected to increase. In addition, the
Company's investments in fixed-rate gilts are also measured at fair value
and are subject to interest rate risk. The fair value of the borrowings and
the debt investments, are used for disclosure purposes only in the
Annual Report, and therefore this risk will not impact the measurement
of the financial statements.
Liquidity risk
The Company’s assets comprise mainly readily realisable securities, which
can be sold to meet funding commitments if necessary. Short-term
flexibility is achieved through the use of cash balances and short-term
bank deposits.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to
discharge an obligation and cause the other party to incur a financial
loss. This is mitigated by the Portfolio Manager reviewing the credit ratings
of broker counterparties. The Company’s Custodian is responsible for
the collection of income on behalf of the Company. Cash is held either
with reputable banks with high quality external credit ratings or in
liquidity/cash funds providing a spread of exposures to various underlying
banks in order to diversify risk. The carrying amounts of financial assets
represent their maximum exposure to credit risk at the Statement of
Financial Position date, and the main exposure to credit risk is via the
Custodian which is responsible for the safeguarding of the Company’s
investments and cash balances. The full portfolio can be found on
pages 28 and 29. The debt security held at the year -end has a credit
rating of AA (2024 : AA).
Currency risk
The income and capital value of the Company’s investments and liabilities
assets and income are denominated in currencies other than Pounds
Sterling, which is the Company’s reporting currency. The Company does not
currently hedge its currency exposure. The key areas where foreign currency
risk could have an impact on the Company are:
The Company had the following currency exposures, all of which are included in the Statement of Financial Position based on the exchange rates
ruling at the respective year ends. Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the
Company arising out of the investment and risk-management processes.
Investments Cash Receivables Payables Borrowings Total
£’000 £’000 £’000 £’000 £’000 £’000
– 446 – – 132,883
US Dollar 65,401 – 486 – –
Hong Kong Dollar 18,404 – – – – 18,404
– – – –
– – – –
1,128,892 12,782 4,334 (1,998) (74,818) 1,069,192
Investments Cash Receivables Payables Borrowings Total
£’000 £’000 £’000 £’000 £’000 £’000
Euro 118,002 – – – – 118,002
US Dollar 43,033 – 200 – – 43,233
Canadian Dollar
Hong Kong Dollar 10,554 – – – – 10,554
Japanese Yen 13,992 – – – – 13,992
Pounds Sterling
884,805 6,354 2,059 (1,712) (74,781) 816,725
£’000 £’000 £’000 £’000
Projected movement +10% -10% +10% -10%
(26,029) 31,813
2025
2024
2025 202 4Foreign currency sensitivity
Notes to the Financial Statements continued
Amortised Amortised
cost Fair value cost Fair value
£’000 £’000 £’000 £’000
Assets at fair value through profit or loss – 1,128,892 – 884,805
Cash 6,354 6,354
Receivables and Payables
Investment income receivable 3,355 3,355 1,424 1,424
Other receivables 635 635
Payables (1,998) (1,998)
Interest- bearing borrowings:
4.05% Private Placement Loan (49,914) (48,382) (49,882) (46,830)
2.99% Private Placement Loan (24,904) (14,211)
(24,899) (13,912)
2025 202 4
20. Risk Management and Financial Instruments continued
Other price risk exposure
If the investment valuation fell by 20 % at 31 December 2025, the impact on the profit or loss and net assets would have been negative £225.8 million
5 , the impact on the profit or loss and net assets
would have been positive £225.8 million (2024: 20% positive £ million). The calculations are based on the portfolio valuation as at the
respective year-end dates.
The Company held the following categories of financial instruments, all of which are included in the Statement of Financial Position at fair value
or amortised cost which is an approximation of fair value, with the exception of interest-bearing borrowings which are shown at amortised cost
at 31 December .
fair values have been calculated using observable inputs. As such they have been classified as Level 2 instruments (2024: Level 2).
Liquidity risk exposure
Contractual maturities of the financial liabilities at the year -end, including future interest payments not yet accrued for, based on the earliest
date on which payment can be required, are as follows:
Three Not more More than one More than two
months than one year but not more years but not more More than
or less year than two years than three years three years Total
£’000 £’000 £’000 £’000 £’000 £’000
22,519
Loan principle –
– – 50,000 25,000 75,000
Accruals 1,198 – –
– – 1,198
Three Not more More than one More than two
months than one year but not more years but not more More than
or less year than two years than three years Total
£’000 £’000 £’000 £’000 £’000 £’000
25,291
75,000
Accruals 912 – – – – 912
2025
2024
Notes to the Financial Statements continued
Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to
continue as a going concern, and to provide long-term growth in revenue and capital,
principally by investment in UK securities. There have been no changes in the
Company’s objectives, policies and processes for managing capital from the prior year.
The Company’s capital is its equity share capital and reserves that are shown in the
Statement of Financial Position and fixed-term loans (see note 15) at a gross total
of £1,144,010 (2024: £891,506,000).
The Company is subject to several externally imposed capital requirements:
as a public Company, the Company has a minimum share capital of £50,000;
in order to be able to pay dividends out of profits available for distribution by way
of dividends, the Company has to be able to meet one of the two capital restriction
tests imposed on investment companies by company law; and
the Note Purchase Agreements governing the terms of the Private Placement Loans
also contain certain financial covenants as set out in note 8. These are measured
in accordance with the policies used in the Annual Report & Financial Statements.
The Company has complied with all of the above requirements during the current
and prior year.
21. Post Balance Sheet Events
Subsequent to the year -end and up to 18 March 2026, the Company issued
ordinary shares for treasury, raising of £ 31.5m, representing 2.8% of
the issued share capital as at 31 December 2025.
On 10 February 2026 , the Board approved a fourth interim dividend for the year
2 April 2026.
Shareholder Information
P
P
Barber-Surgeons’ Hall
Monkwell Square
LONDON WALL
LONDON WAL
CHEAPSIDE
GRESHAM STREET
ALDERSGATE STREET
LOTHBURY
POULTRY
Barbican
Moorgate
St. Pauls
Bank
MOORGATE
MOORFIELDS
ROPEMAKER ST
PRINCESS ST
FORE STREET
WOOD STREET
B
A
S
I
N
G
H
A
L
L
S
T
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you take you should
consult your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser authorised under the
Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your ordinary
shares in Temple Bar Investment Trust Plc, please forward
this document and the accompanying form of proxy as soon
as possible to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or
transfer was or is being effected for delivery to the purchaser
or transferee.
NOTICE IS HEREBY GIVEN that the 100 th Annual General Meeting (“AGM”) of Temple Bar Investment Trust Plc will be held at Barber-
Surgeons’ Hall, Monkwell Square, Wood Street, Barbican, London EC2Y 5BL on Tuesday, 5 May 2026 at 11.30 am for the purpose of considering
and, if thought fit, passing the resolutions below.
ORDINARY RESOLUTIONS
1. To approve the Company’s Annual Report & Financial Statements for the year ended 31 December 2025 (together with the reports of the
Directors and Auditor there in).
2. To approve the Report on Directors’ Remuneration for the year ended 31 December 2025.
3. To approve the Company’s Remuneration Policy.
4. To re-elect Mrs Carolyn Sims as a Director of the Company.
5. To re-elect Mr Charles Cade as a Director of the Company.
6. To re-elect Dr Shefaly Yogendra as a Director of the Company.
7. To elect Mr Nick Bannerman as a Director of the Company.
8. To elect Ms Wendy Colquhoun as a Director of the Company.
meeting at which financial statements are laid before the Company.
10. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.
11. To approve the Company’s dividend policy, authorising the Directors of the Company to declare and pay all dividends of the Company as interim
dividends, and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval.
12. That, in substitution of all existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with
Section 551 of the Companies Act 2006 (the “Companies Act”) to allot ordinary shares in the Company or grant rights to subscribe for or to
convert any security into ordinary shares in the Company (‘Rights’) up to an aggregate maximum nominal amount of £ 1,488,597, being 10%
of the issued share capital of the Company as at 18 March 2026 and representing 29,771,937 ordinary shares in the capital of the Company
(or if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed), such
authority to expire at the conclusion of the AGM of the Company to be held in 202 7 (unless previously renewed, varied, revoked or
agreements as if the authority conferred by this resolution had not expired.
13. That, subject to the passing of Resolution 12, the Directors be generally and unconditionally authorised in accordance with section 551 of
the Companies Act 2006 (the “Companies Act”) to allot shares in the Company or grant rights to subscribe for or to convert any security into
shares in the Company (‘Rights’) up to a further aggregate maximum nominal amount of £ 1,488,597, being 10% of the issued share capital of
the Company as at 18 March 2026 and representing 29,771,937 ordinary shares in the capital of the Company (or if changed, the number
representing 10% of the issued share capital of the Company at the date at which this resolution is passed), such authority to expire at the
conclusion of the AGM of the Company to be held in 2027 (unless previously renewed, varied, revoked or extended by the Company in
conferred by this resolution had not expired.
14. That Article 100 of the Articles of Association of the Company, concerning the limit on the annual aggregate fees payable to the Directors, be
amended by substituting “£350,000” for “£250,000”.
SPECIAL RESOLUTIONS
1 5. That, subject to the passing of resolution 12 set out above, the Directors be and they are hereby generally empowered pursuant to Sections 570
and 573 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash, including for the avoidance
of doubt, the sale of shares held by the Company as treasury shares, in accordance with the authority conferred on the Directors by resolution
12, as if Section 561 of the Companies Act did not apply to the allotment or sale, up to an aggregate nominal amount of £1,488,597 (being 10%
of the issued ordinary share capital of the Company at 18 March 2026), (or, if changed, the number representing 10% of the issued share
capital of the Company at the date at which this resolution is passed), such power to expire at the conclusion of the AGM of the Company to be
held in 2027 (unless previously renewed, varied, revoked or extended by the Company in general meeting) save that the Company may, at any
1 6. That, subject to the passing of resolution 13 set out above, the Directors be and they are hereby generally empowered pursuant to Sections 570
and 573 of the Companies Act 2006 (the “Companies Act”) to allot equity securities (as defined in Section 560 of the Companies Act) for cash,
including for the avoidance of doubt, the sale of shares held by the Company as treasury shares, in accordance with the authority conferred on the
Directors by resolution 13, as if Section 561 of the Companies Act did not apply to the allotment or sale, up to a further aggregate nominal amount of
£1,488,597 (being 10% of the issued ordinary share capital of the Company at 18 March 2026), (or, if changed, the number representing 10% of the
issued share capital of the Company at the date at which this resolution is passed), such power to expire at the conclusion of the AGM of the
Company to be held in 2027 (unless previously renewed, varied, revoked or extended by the Company in general meeting) save that the Company
granted to, the Directors in Resolution 15 above.
1 7. That, the Company generally be and is hereby authorised for the purpose of Section 701 of the Companies Act to make market purchases
(as defined in Section 693 of the Companies Act) of its ordinary shares in issue, either for retention as treasury shares for future reissue,
resale, transfer or cancellation provided that:
i) the maximum number of ordinary shares hereby authorised to be purchased is 14.99% of the issued share capital of the Company as at the
date of the passing of this resolution;
ii) the minimum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares is the nominal value per
share;
iii) the maximum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares shall be the higher of:
i) an amount equal to 105% of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily
ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the
purchase is carried out.
This authority shall expire at the conclusion of the AGM of the Company to be held in 2027 (unless previously revoked, varied, renewed or
extended by the Company in general meeting) save that the Company may, before such expiry, enter into a contract to purchase shares which
18. That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.
By order of the Board
Frostrow Capital LLP
19 March 2026
25 Southampton
Buildings
London
WC2A 1AL
Notice of Annual General Meeting continued
NOTES
1. Entitlement to attend and vote
Members who hold ordinary shares in the Company in uncertificated form must have been entered on the Company’s register of members by
6.30pm on Thursday, 30 April 2026 in order to be able to attend and vote at the meeting, or if the meeting is adjourned, 6.30pm on the day
two business days before the time fixed for the adjourned meeting. Such members may only vote at the meeting in respect of ordinary shares held at
the time.
2. Proxies
A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend the meeting to speak and vote on a show of hands
and, on a poll, to vote instead of them. A proxy need not be a member of the Company. A member wishing to appoint more than one proxy must
appoint each proxy in respect of a specified number of shares within their holding. For this purpose, a member may photocopy the enclosed form
of proxy before completion and must indicate the number of shares in respect of which each proxy is appointed.
Instruments of proxy should be sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later
than 11. 30 am on Thursday, 30 April 2026. Completion and return of the form of proxy will not preclude shareholders from attending and voting at
the meeting should they wish to do so.
It is possible for you to submit your proxy votes online by going to Equiniti’s Shareview website, www.shareview.co.uk, and logging in to your
Shareview Portfolio. Once you have logged in, simply click ‘View’ on the ‘My Investments’ page and then click on the link to vote and follow the
on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It
is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and
any adjournment(s) there of by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members
and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be
able to take the appropriate action on their behalf. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST
message (a “CREST proxy instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the
information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The CREST message must be
transmitted so as to be received by the issuer’s agent (ID RA19) by not later than 48 hours (excluding non-working days) before the time appointed for the
holding of the meeting or the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp
applied to the CREST message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the CREST message by enquiry to CREST
in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear does not make available special
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy
instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member(s) is/are a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider takes) such action as
shall be necessary to ensure that a CREST message is transmitted by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service provider(s) is/are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST proxy instruction in the circumstances
set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
3. Proxymity
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed
by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be
lodged by 1 1 . 30 am on Thursday, 30 April 202 6 in order to be considered valid. Before you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will
govern the electronic appointment of your proxy.
4. Corporate representatives
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance
with the provisions of the Companies Act, each such representative may exercise (on behalf of the corporation) the same powers as the
corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer
necessary to nominate a designated corporate representative.
5. Nominated persons
In accordance with Section 325 of the Companies Act, the right to appoint
proxies does not apply to persons nominated to receive information rights
under Section 146 of the Companies Act. Persons nominated to receive
information rights under Section 146 of the Companies Act who have
been sent a copy of this Notice are hereby informed, in accordance with
Section 149 (2) of the Companies Act, that they may have a right under
an agreement with the registered member by whom they were nominated
to be appointed, or to have someone else appointed, as a proxy for this
meeting. If they have no such right, or do not wish to exercise it, they may
have a right under such an agreement to give instructions to the member
as to the exercise of voting rights. Nominated persons should contact
the registered member by whom they were nominated in respect of
these arrangements.
6. Joint holders
In the case of joint holders, the signature of only one of the joint holders
is required on the proxy form and, where more than one joint holder has
signed the proxy form or where more than one joint holder purports to
appoint a proxy, only the signature of, or the appointment submitted by
the most senior holder will be accepted to the exclusion of the other joint
holders. Seniority is determined by the order in which the names of the
joint holders appear in the Company’s Register of Members in respect of
the joint holding (the first named being the most senior).
7. Members’ requests under Section 527 of the Companies Act
Under Section 527 of the Companies Act, members meeting the threshold
requirements set out in that section have the right to require the Company
to publish on a website a statement setting out any matter relating to
(i) the audit of the Company’s accounts (including the Auditor’s report and
the conduct of the audit) that are to be laid before the AGM for the
financial year ended 31 December 2025 ; or (ii) any circumstance
connected with an Auditor of the Company appointed for the financial
year ended 31 December 2025
meeting at which annual accounts and reports were laid. The Company
may not require the shareholders requesting any such website publication
to pay its expenses in complying with Sections 527 or 528
(requirements as to website availability) of the Companies Act.
Where the Company is required to place a statement on a website
under Section 527 of the Companies Act, it must forward the statement
to the Company’s Auditor not later than the time when it makes the
statement available on the website. The business which may be dealt with
at the AGM for the relevant financial year includes any statement that the
Company has been required under Section 527 of the Companies Act
to publish on a website.
8. Members’ rights to ask questions
Any member attending the meeting has the right to ask questions. The
Company must cause to be answered any such question relating to the
business being dealt with at the meeting but no such answer need be
given if (a) to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information, (b) the
answer has already been given on a website in the form of an answer
to a question, or (c) it is undesirable in the interests of the Company or
the good order of the meeting that the question be answered.
9. Members’ rights under Sections 338 and 338A of the
Companies Act
Shareholders meeting the threshold under Sections 338 and 338A of the
Companies Act can instruct the Company: (i) to give shareholders (entitled
to receive notice of the AGM) notice of a resolution which may properly be
proposed and is intended to be proposed at the AGM; and/or (ii) to include
in the business to be dealt with at the AGM any matter (other than a
proposed resolution) which may be properly included in the business. A
resolution may properly be proposed or a matter may properly be
included in the business unless: (a) (in the case of a resolution only) it
frivolous or vexatious. Such a request may be in hard copy form or in
electronic form, must identify the resolution of which notice is to be given
or the matter to be included in the business, must be authorised by the
person or persons making it, must be received by the Company not later
than 24 March 2026 , being the date six weeks before the meeting, and (in
the case of a matter to be included in the business only) must be
accompanied by a statement setting out the grounds for the request.
10. Total number of shares and voting rights
As at 1 8 March 2026 , the latest practicable date prior to publication of
this Notice, the Company had 334,363,825 ordinary shares in issue, with
a total of 297,719,378 voting rights. 36,644,447 shares were held in
treasury.
11. Website
In accordance with Section 311A of the Companies Act, the contents of
this Notice, details of the total number of shares in respect of which
members are entitled to exercise voting rights at the AGM and, if applicable,
any members’ statements, members’ resolutions or members’ matters
available on the Company’s website at:
www.templebarinvestments.co.uk.
12. Documents available for inspection
Copies of letters of appointment between the Company and the
Non-Executive Directors may be inspected during usual business hours
the Company from the date of this Notice until the date of the AGM and
at the place of the Meeting from 1 1. 15 am until the Meeting’s conclusion.
Any shareholders wishing to inspect the documents are requested to
contact the Company Secretary by email at cosec@frostrow .com in
advance of any visit to ensure that appropriate arrangements can be made
and access can be arranged.
Notice of Annual General Meeting continued
Useful Information for Shareholders
Annual General Meeting
5 May 2026
Dividend Dates
April 2026
Payment of fourth interim dividend year ended 31 December 2025
June 2026
Payment of first interim dividend year ending 31 December 2026
September 2026
Payment of second interim dividend year ending 31 December 2026
December 2026
Payment of third interim dividend year ending 31 December 2026
Payment of Dividends
Cash dividends will be sent by cheque to the first-named shareholder
on the Register at his or her registered address together with a tax voucher.
At shareholders’ request, dividends may instead be paid direct into the
shareholder’s bank account through the Bankers’ Automated Clearing
System (‘BACS’). This may be arranged by contacting the Company’s
Registrar on 0371 384 2432.
Price and Performance Information
The Company’s ordinary shares are traded on the London Stock Exchange.
The market price of the ordinary shares is shown daily in the Financial
Times, other leading newspapers and on the Company’s website.
Share Register Enquiries
The Company’s Registrar, Equiniti, maintains the share register. In the
event of queries regarding your holding, please contact the Registrar on
0371 384 2432 . Lines are open from 8.30am to 5.30pm Monday to Friday.
Changes of name or address must be notified in writing to the Registrar.
Tax Information Exchange
Local laws may require Temple Bar to disclose investor holding and
income data to UK and other tax authorities. This will only happen where
required by law.
AIC
The Company is a member of the AIC, which produces monthly
publications of detailed information on the majority of investment trusts.
Temple Bar Website
The Company’s website can be found at www.templebarinvestments.co.uk
and includes useful background information on the Company, together
with helpful downloads of published documentation such as previous
annual and half-yearly reports.
Where to Buy Temple Bar Shares
1. Via a third-party provider
Third party providers include:
AJ Bell Youinvest
www.youinvest.co.uk
Barclays Smart Investor
www.smartinvestor.barclays.co.uk
Bestinvest
www.bestinvest.co.uk
Charles Stanley Direct
www.charles-stanley-direct.co.uk
Halifax Share Dealing
www.halifaxsharedealing-online.co.uk
Hargreaves Lansdown
www.hl.co.uk
HSBC
www.hsbc.co.uk/investments
iDealing
www.idealing.com
Interactive Investor
www.ii.co.uk
IWEB
www.iweb-sharedealing.co.uk/share-dealing-home.asp
Please note this list is not exhaustive and the availability of Temple Bar
may vary depending on the provider. These websites are third-party
sites and Temple Bar does not endorse or recommend any. Please
consult each site’s privacy and cookie policies as well as their platform
charges structure.
The Board encourages all shareholders to exercise their rights and notes
that many specialist platforms provide shareholders with the ability to
continue to receive Company documentation, to vote their shares and
to attend general meetings, at no cost. Please refer to your investment
platform for more details, or visit the AIC’s website at www.theaic.co.uk/
aic/shareholder-votingconsumer- platforms for information on which
platforms support these services and how to utilise them.
2. Through a professional adviser
Professional advisers are usually able to access the products of all the
companies in the market and can help you find an investment that suits
your individual circumstances. An adviser will let you know the fee for
their service before you go ahead. You can find an adviser at
www.unbiased.co.uk
You may also buy investment trusts through stockbrokers, wealth managers
and banks.
To familiarise yourself with the FCA adviser charging and commission
rules, visit www.fca.org.uk.
Corporate Information
Directors
Charles Cade – Chair
Carolyn Sims – Chair of the Audit and Risk Committee
Dr. Shefaly Yogendra – Senior Independent Director and Chair of the
Nomination Committee
Nick Bannerman
Wendy Colquhoun – Chair of the Management Engagement Committee
Registered Oice
25 Southampton Buildings
London WC2A 1AL
Company Registration Number
00214601 (Registered in England)
Website
www.templebarinvestments.co.uk
Portfolio Manager
RWC Asset Management LLP
Verde 4th Floor
10 Bressenden Place
London SW1E 5DH
Telephone: 0207 227 6000
Website: www.redwheel.com
Authorised and regulated by the Financial Conduct Authority.
AIFM, Administrator and Company Secretary
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone: 0203 008 4910
Email: TMPL @frostrow.com
Website: www.frostrow.com
Authorised and regulated by the Financial Conduct Authority.
If you have an enquiry about the Company, please contact
Frostrow using the above email address.
Depositary, Bankers and Custodian
The Bank of New York Mellon (International) Limited
One Canada Square
London E14 5AL
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Registrar
Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex BN99 3HH
Shareholder Helpline: +44 (0) 371 384 2432 *
Website: www. shareview.co.uk
For deaf and speech impaired customers, we welcome calls via Relay
UK. Please see www.relayuk.bt.com for more information.
* Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales).
Notifications of changes of address and enquiries regarding share certificates
or dividend cheques should be made in writing to the Registrars quoting
your shareholder reference number.
Registered shareholders can obtain further details of their holdings on
the internet by visiting www.shareview.co.uk
Temple Bar Identifiers
ISIN (ordinary shares) – GB00BMV92D64
SEDOL (ordinary shares) – BMV92D6
Legal Entity Identifier – 213800O8EAP4SG5JD323
Bloomberg: TMPL: LN
Registered number
Registered in England Number 00214601
SCAN ME
Year to Year to
31 December 31 December
2025 2024
(p) (p)
Opening NAV with debt
at fair value 291.1 252.2
Increase /(decrease) in NAV 97.2 49.0
Less dividends paid (14.25) (10.75)
Adjustment for movement
in fair value of debt (0.70) 0.7
Closing NAV with debt at
fair value 373.4 291.1
% increase in NAV with
debt at fair value 33.2% 19.7%
Impact of reinvesting
dividends
0.7% 0.2%
NAV total return with
debt at fair value 33.9% 19.9%
Glossary of Terms
Alternative performance measure (“APM”)
An APM is a numerical measure of the Company’s current, historical
or future financial performance, financial position or cash flows,
other than a financial measure defined or specified in the applicable
financial framework. In selecting these APM’s, the Directors
considered the key objectives and expectations of typical investors
in an investment trust such as the Company.
Discount or Premium of share price to NAV per share*
value per share. The size of the discount or premium is calculated by
subtracting the share price from the net asset value per share and is usually
expressed as a percentage (%) of the net asset value per share. If the share
price is higher than the net asset value per share the result is a premium.
If the share price is lower than the net asset value per share, the shares
are trading at a discount.
Fixed Interest
Fixed-interest securities, also known as bonds, are loans usually taken out
by a government or company which normally pay a fixed rate of interest
over a given time period, at the end of which the loan is repaid.
FTSE All-Share Index
A comparative index that tracks the market price of the UK’s leading
companies listed on the London Stock Exchange. Covering around 600
companies, including investment trusts, the name FTSE is taken from the
Financial Times and the London Stock Exchange, who are its joint owners.
FTSE 350 Index
A comparative index that tracks the market price of the UK’s 350 largest
companies, by market value, listed on the London Stock Exchange.
Gilts
A bond that is issued by the British government which is generally
considered low risk.
Gross Gearing
Total assets divided by shareholders funds expressed as a percentage.
Liquidity
The ease with which an asset can be purchased or sold at a reasonable
price for cash.
Market Capitalisation
The total value of a company’s equity, calculated by the number of shares
multiplied by their market price.
NAV (‘Net Asset Value’) per Share
The value of total assets less liabilities, with debenture and loan stocks
at book value. Book value is the amount borrowed less the current loan
arrangement fee debtor still to be expensed. The NAV per share is calculated
by dividing this amount by the number of ordinary shares outstanding.
NAV per Share with debt at fair value*
The value of total assets less liabilities, with the loans at fair value. The NAV
per share with debt at fair value is calculated by dividing this amount by
the number of ordinary shares outstanding.
* Alternative Performance Measure.
Ongoing Charges *
Ongoing charges are calculated on an annualised basis. This figure
excludes any portfolio transaction costs and may vary from period to
period. The calculation below is in line with AIC guidelines.
Year to Year to
31 December 31 December
2025 2024
(p) (p)
Investment management fee 3,358 2,819
Other expenses (excluding
transaction costs) 2,163 1,918
professional fees (54) –
Total (a) 5,467 4,737
Average cum income net
asset value throughout
the period (b) 928,228 780,321
Ongoing charges (c=a/b) (c) 0.59% 0.61%
Net asset value (NAV) per share total return with debt at fair value*
The theoretical total return on shareholders’ funds per share, reflecting
the change in NAV with debt at fair value assuming that dividends paid
to shareholders were reinvested at NAV with debt at fair value at the time
the shares were quoted ex-dividend. A way of measuring performance
Net Gearing
Total assets (less cash and cash equivalents) divided by shareholders’
funds expressed as a percentage.
Portfolio Turnover
The portfolio turnover rate measures the Company’s trading activity. It is
calculated by taking the lower of investment purchases and sales and
dividing by the average gross asset value (net assets with debt added
back) of the Company. It is expressed as a % and the lower the % the
lower the turnover. For example a turnover rate of 25% would suggest
that the fund holds stocks for four years on average, while a 50% turnover
rate would suggest a two year holding period.
Transactions in gilts are excluded from the investment purchases and
sales for the purposes of calculating the turnover rate.
Value Investing
An investment strategy that aims to identify under valued yet good quality
companies with strong cash flows and robust balance sheets, putting
an emphasis on financial strength.
Dividend Yield*
A measure of the income return earned on an investment. In the case of
a share the yield expresses the annual dividend payment as the percentage
of the market price of the share.
Glossary of Terms continued
Share Price Total Return*
Return to the investor on mid-market prices assuming that all dividends
paid were reinvested at the share price at the time the shares were quoted
ex-dividend.
Year to Year to
31 December 31 December
2025 2024
(p) (p)
Opening share price 272.0 238.0
Increase in share price 120.8 44.8
Less: dividends paid (14.25) (10.75)
Closing share price 378.50 272.0
% increase in share price 44.4% 18.8%
Impact of reinvesting dividends 0.9% 0.3%
Share price total return 45.3% 19.1%
* Alternative Performance Measure.
This report is printed on Revive 100% White Silk a totally recycled
paper produced using 100% recycled waste at a mill that has been
The pulp is bleached using a totally chlorine free (“TCF”) process.
This report has been produced using vegetable based inks.
www.templebarinvestments.co.uk
A member of the Association of Investment Companies
Portfolio Manager
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