### Annual Report & Financial Statements ### For the year ended 31 December 2025 ### Think value investing, think Temple Bar. ## Objective ## The investment objective of Temple Bar Investment Trust ## 01. ## 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 ## 02. ## returns for shareholders from a diversified portfolio ## of investments. ## Think value investing, think Temple Bar. 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/ * “Temple Bar”, the “Trust”, or the “Company”    ## 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 | | 2025 | 2024 | % change | | --- | --- | --- | --- | | NAV total return with debt at fair value^{1,2,3} | 33.9% | 19.9% | | | Share price total return^{1,3} | 45.3% | 19.1% | | | FTSE All-Share Index (the 'Benchmark')^{4} | 24.0% | 9.5% | | | Change in Retail Price Index over year^{5} | 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^{1,2} | 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} | 1.4% | (6.6)% | | | Dividends per share | 15.00p | 11.25p | 33.3% | | Dividend Yield^{1} | 4.0% | 4.1% | | | Net gearing with debt at book value^{1} | 5.8% | 8.4% | | | Ongoing charges^{1} | 0.59% | 0.61% | | $^{1}$ Alternative Performance Measure – See glossary of terms beginning on page 103 for definition and more information. $^{2}$ Debt fair value is calculated based on unobservable input, see note 20 beginning on page 91. $^{3}$ Source: Frostrow. $^{4}$ Source: Redwheel. $^{5}$ Source: ons.gov.uk. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 5 Summary of Results continued Total Return Performance Year to 31 December 2025 ![img-0.jpeg](img-0.jpeg) Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns. Rebased to 100 as at 31 December 2024. Total Return Performance since appointment of Redwheel as Portfolio Manager to 31 December 2025 ![img-1.jpeg](img-1.jpeg) 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. 6 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 # Chair's Statement ![img-2.jpeg](img-2.jpeg) ## 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. After such strong performance in recent years, an obvious 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 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 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 7 Chair's Statement continued 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 has 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-equilisation 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. 8 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ### Annual General Meeting (“AGM”) Outlook The AGM this year will again be held at Barber-Surgeons’ It would be easy for investors to take fright given the Hall, Monkwell Square, Wood St, Barbican, London uncertain macro-economic and geopolitical outlook. In the EC2Y 5BL, on Tuesday, 5 May 2026 at 11.30am. UK, economic growth remains anaemic, with a rising tax Shareholders and guests are welcome to attend in person burden on businesses and renewed inflationary fears where you will be able to hear a presentation from the following the recent surge in energy prices. It is worth portfolio management team Nick Purves and Ian Lance recognising, though, that the Company’s performance is and also to meet the Board of Directors. This year’s AGM is not closely correlated to the health of the UK economy. notable as it marks the Company’s centenary . Temple Bar Indeed, the Portfolio Manager estimates that only Investment Trust Plc was founded as Cable, Telephone and approximately 35 % of the underlying revenue of portfolio General Trust Limited in June 1926. companies comes from the UK. In part, this reflects the global nature of many UK listed companies, particularly in For those investors who are not able to attend the meeting the Oil and Mining sectors, but it is also a result of the in person, a video recording of the Portfolio Manager’s Company’s exposure of up to 30% in businesses listed  overseas. meeting. Shareholders can submit questions in advance by writing to the Company Secretary at TMPL @frostrow.com. On a global level, the outlook is equally uncertain, with rising protectionism, concern over the impact of AI on Shareholders are invited to register their vote in advance by corporate profits, as well as an escalation of hostilities in the 11.30am on Thursday, 30 April 2026 at the latest. The votes Middle East. However, the Company’s Portfolio Manager on the resolutions to be proposed at the AGM will be has historically been very adept at taking advantage of conducted on a poll. The results of the poll will be published periods of market dislocation. Rather than trying to predict following the conclusion of the AGM by way of a stock the near term impact of macro-economic events, they exchange announcement and on the Company’s website: focus on what a company’s profits are likely to be over the www.templebarinvestments.co.uk. next five or more years. They believe that a temporary reduction in profits over a year or two does very little to alter The Board strongly encourages shareholders to register the long-run intrinsic value of that business. Periods of their votes online in advance (information on how to vote volatility in markets can provide opportunities for their can be found on page 52). Registering your vote in advance disciplined value-driven approach. As a result, the Board will not restrict shareholders from attending and voting at believes that Temple Bar is well- placed to continue the meeting in person should they wish to do so. The Board delivering attractive long-term returns for shareholders recommends that shareholders vote in favour of all the through a combination of capital growth and income. resolutions set out in the Notice of AGM, beginning on page 97, as the Directors intend to do ourselves. ### Charles Cade ### Chair ### 19 March 2026    ## “ 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.    ## Investment Approach ### 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 continued ## 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:    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. |  |  |  |  |  | | --- | --- | --- | --- | --- | |  | Discipline is key to value | Buying shares for less than | Profits and share prices are |  | | No matter the research, | investing –stick to your | their worth then selling | impacted by cycles such | Investors love to buy what | | there are always surprises, | philosophy, you’re here | when the value has been | as credit, commodity and | everyone else hates. But | | positive and negative. | for the long run. Always | realised is easy to | business. An investor’s | having respect for what | | Think best and worst case | look to improve and | understand. But most | overreaction can throw | the market is saying is | | scenarios. If we think a | adapt as things change. | don’t invest this way due | up opportunities. An | key. Eagerly buying shares | | share price could go to zero | | to a lack of ‘sticking with it’. | advantage lies in knowing | being sold in companies | | in one scenario, but has | | Value investing is tricky | which cycles impact an | with too much debt, or | | 400% upside in another, | | – we are hard-wired to | investment and where | declining profits, can prove | | there is probably a case for | | conform – but can be | we are in that cycle. | costly and mindlessly | | investing. | | rewarding. | | contrarian. |    |  |  |  |  |  | | --- | --- | --- | --- | --- | | Recently the market has |  |  | A struggling, out-of-favour |  | | become fixated with quality | It’s unlikely that you’re | Value investing is a risk | business is unlikely to turn | Value investing relies on | | and growth. Quality and | going to buy a business | averse strategy born out |  | estimating the intrinsic | | growth are intrinsic to a | trading at half its intrinsic | of a reaction to the Great | invest. It’s more likely that | worth of a business. Our | | business’s value. We’ve | value. However, a | Depression. By buying a | things continue to get | experience tells us to be | | had success when high | company or an industry | dollar of value for 50 cents, | worse, so we try to be | flexible, by adjusting | | quality businesses have |  | you build in a ‘margin of | patient, allowing for | earnings for cyclicality, and | | been questioned by the | some stage, which may | safety’ in case the economy | profitability to improve | to recognise the positive | | market, resulting in low | present an opportunity | and/or the stock market | and for the market to | (hidden value), and the | | value entry. | to buy at a good value. |  | recognise it. Our typical | negative (e.g. pension fund | | | | risk as the risk of permanent | holding period is at least | deficit), on a balance sheet. | | | | capital impairment, so | five years. | | invest with this at top of your mind.    ## Portfolio Manager’s Report ### The Team ### Nick Purves Ian Lance ### Fund Manager Fund Manager    ## The Portfolio Manager’s Report How would you describe your investment philosophy? How does this investment philosophy translate into portfolio decisions? We are value investors. This means that we invest the A company’s shares will normally trade at a discount to its intrinsic value for one Company’s assets in companies whose stock market of two main reasons: either because of neglect or controversy. Where the cause value is at a significant discount to our assessment of the is neglect, the stock market is not concerned that there is a particular problem fair or intrinsic value of the business. Investing in  under-valued companies provides two benefits. First, it prospects in a world where many investors crave excitement. Where there is a provides investors with a margin of safety if events don’t controversy surrounding the company, investors are worried that either a unfold in a way that investors would have hoped and downturn in the economy or some secular change in the company’s industry second, they can expect to receive an excess investment will negatively impact profitability. This uncertainty is unsettling for many return as and when this under valuation is corrected by investors and can cause them to sell the shares. In a desire to avoid what are the stock market.  of a share exposes them to a very long-term stream of corporate cash flows, the What supports your value-focused approach in true value of which only changes by a relatively small amount even in the event today’s market environment?  We are so called ‘value’ investors because numerous term news flow. Temple Bar seeks to take advantage of this excess volatility by 1 investing in companies whose shares are significantly undervalued based on a academic studies have shown that systematically investing in lowly valued companies has seen investors conservative view of a business’s long-term profit potential. enjoy an excess long-term investment return above the  We seek, therefore, to identify fundamentally sound but lowly valued companies companies that are seen to operate in the most  challenged industries. We believe the reason for this fundamentally sound business is one that can grow its profits over time outperformance comes down to psychological factors (although not necessarily in each year), has strong finances and a capable and where investors systematically overpay for those sensible management team who allocate capital in the best interests of companies whose prospects are seen to be the most their shareholders. 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.                      Portfolio Manager’s Report continued How do you build a portfolio in an uncertain world? prospects for AI, has potentially led to the over -valuation of some of We think that one must recognise from the outset that the economic the world’s largest companies. In the second instance, the and stock market outlook is always uncertain, and the future is company’s finances are not strong enough to enable it to weather an unknowable. In our view, it is therefore wrong to build a portfolio economic downturn without having to raise additional capital from  shareholders. This additional capital almost always comes at a high predicted the stock market drawdowns caused by the COVID price and is very dilutive to the interests of the existing shareholders. pandemic, or Russia’s invasion of Ukraine, or last year’s Liberation In the last instance, the company profits are in long term decline  because of adverse secular change in the company’s industry.  about the UK economy and yet the FTSE All -Share Index delivered a We try to minimise the risk of impairment by investing in lowly *. That is not to say that the concerns are not well valued, financially strong businesses with profits than can grow over founded, it is just that there is no predicting when and to what the medium term. If you can successfully put together a diversified degree they will influence the market. group of shares with these characteristics then you are setting yourself up to enjoy attractive investment returns over the medium Our approach therefore is to accept that we can’t predict the future to long term. and understand that share price volatility, whilst uncomfortable at  Has your investment approach it changed over the past year? thought of as the price that one pays to access the excess No, we have applied the same valuation driven approach relatively  successfully over many years. Whilst stock market cycles come and even go one step further and encourage investors to see volatility as go, as long as human beings continue to demonstrate the  behavioural inconsistencies outlined above, then a valuation driven good businesses at bargain prices. approach should be able to deliver excess return. Of course, lowly valued companies don’t deliver excess returns every year; no Whilst investors should be accepting of share price volatility, they investment approach does that. As an investment style it can go should work hard to minimise the risk of permanent impairment of  value. The permanent impairment of the value of an equity can arise that we maintain a strong discipline and don’t allow our style to 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 bad, that we have been able to deliver significant excess returns for valuation which then corrects downwards even though the our investors over time. For their part, it is important that the company’s profits grow at a satisfactory rate. Here, investors have Company’s shareholders set their expectations correctly and focus made the mistake of confusing a good company with a good on the longer term. investment and have simply overpaid for the stock. We see this as a risk in the technology sector today, where excitement over the * 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.    Portfolio Manager’s Report continued How are you using the flexibility to invest outside the UK and In trying to answer this question, we would be the first to say that, how does that shape portfolio resilience? although the profits of the Company’s holdings have grown The ability to invest a portion of the Company’s portfolio outside of markedly, in many cases they haven’t kept up with the rise in the UK listed companies is valuable and serves two purposes. First it company’s share prices. Accordingly, the Company’s portfolio has enables us as portfolio managers to access sectors of the stock re-rated somewhat over time, thereby implying lower returns in the market which we believe to be undervalued, but which are not well future. However, we should emphasise that although valuations represented in the UK share index. Second, it enables us to improve have risen from the quite extreme levels seen post the COVID the stock specific or geographic diversification in a sector that we pandemic, they are still low in an absolute and historical sense. In think looks undervalued. In Financials, the Company has aggregate, the Company’s portfolio is now valued at around eleven shareholdings in two Korean banks, as well as the three UK listed times earnings, higher than it was, but still a discount to the wider banks, NatWest, Barclays and Standard Chartered, thereby reducing UK market*, and around half the valuation accorded to the wider the Company’s exposure to an upset in the UK economy. Outside global equity indices. Accordingly, we believe the Company is still  priced to deliver meaningful excess return, and shareholders can Financial and Woori, the US department store operator Macys and look forward to the future with optimism. food retailer Carrefour, all on low, single digit multiples of annual profit*. Nick Purves and Ian Lance RWC Asset Management LLP (“Redwheel”) How is the portfolio positioned today and what is the outlook for future returns? 19  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. * Source: Redwheel.       ## Our Approach to ESG 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). Deep understanding of individual stocks ESG Risk Rating provided by Sustainalytics Assessment of Governance SASB Materiality material risks for Map¹ a company or sector Non-financial material risks at portfolio level Incorporated into Independent broader research fundamental research The Sustainability Accounting Standards Board    “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.”  Environmental Social Governance The potential for climate issues to cause a We believe companies should be mindful of Governance has always been at the heart of material financial impact on the value of the interests of all stakeholders; and our process as we believe it sets the basis for individual companies has increased the culture of a firm, supporting long-term Companies treating their employees, value creation and positive environmental dramatically in the past decade; customers, or suppliers badly store up future and social outcomes; and problems for the business in terms of human We believe that the answer to environmental capital, brand value and reputation. Governance means shareholder rights, problems is not as simple as divesting from governance structures and aligning challenged sectors; and management with shareholders through remuneration policies. 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.    ## Engagement Case Studies    ## Royal Dutch Shell ESG Risk: Environmental and Governance ### 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. Our engagement: Outcome:   Pension Partnership, Greater Manchester Pension Fund, Merseyside  Pension Fund and the Australasian Centre for Corporate were cast against Shell, the company is required to explain what Responsibility (ACCR) which focused on Shell’s LNG strategy, how the actions they intend to take to consult shareholders. strategy aligns with the company’s climate commitments and highlighting how the company’s forecast for LNG demand growth is The company did honour their commitment to engage with Redwheel very optimistic, relative to IEA scenarios. on this matter; the team met with Shell in November. Shell said they were committed to an extensive, single document, disclosure. This will From a climate perspective, the proposal raised the question as to be designed to aid investors’ understanding of Shell’s position and the whether growth in its LNG business can be aligned with a Net Zero risks and opportunities for their LNG strategy. The Redwheel team will commitment, whilst from a shareholder value perspective it raises the review the document once available and engage further as required. 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.    ## Marks & Spencer Group ESG Risk: Social ### 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. Our engagement: Outcome: A group of investors, co-ordinated by Share Action, put forward a proposal Following the AGM, M&S contacted Redwheel for our feedback on the requesting a report detailing M&S’s UK wage policies, including base pay vote. The Redwheel team provided feedback on how the company practices, oversight and pay levels relative to the real Living Wage. The approached the Shareholder Proposal and where they might improve M&S board recommended voting against the resolution highlighting the communications with shareholders. For their part, the company has  increased engagement with, and disclosures about, their third-party assistants increased in line with the Real Living Wage, and that the workforce. This includes greater opportunity for third-party workers to company already provides comprehensive disclosures. participate in colleague surveys and to gain access to some full-time    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.    ## 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 ESG Risk: Governance 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 ### Background:  Anglo American is a global mining company with premium iron ore and zinc assets. 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 Our engagement: Outcome: Following the merger announcement, shareholders were invited to Anglo American withdrew the resolution to amend the LTIP prior to approve the merger and the company’s name change to Anglo Teck. The the General Meeting, citing extensive shareholder engagement and Notice of General Meeting also included a resolution to amend executive concerns regarding general remuneration principles. The directors’ share awards. The company wrote to shareholders expanding resolutions to approve the merger and the company name change 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.    ## Portfolio of Investments Top ten holdings 1. Johnson Matthey 2. Shell 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: | Sector: Valuation £’000: |   3 | | --- | --- | | Materials 61,438 | Place of primary listing: % of portfolio: | | Place of primary listing: % of portfolio: | UK 4.6 | UK 5.4 3. BT Group 4. NatWest 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 | Sector: Valuation £’000: | | --- | --- | | Place of primary listing: % of portfolio: | Financials , | | UK 4.6 | Place of primary listing: % of portfolio: | UK 4.4 5. WPP 6. NN Group        Europe and Japan.  Sector: Valuation £’000: | Sector: Valuation £’000: | Financials 45,747 | | --- | --- | | ions 48 ,791 | Place of primary listing: % of portfolio: | | Place of primary listing: % of portfolio: | Netherlands 4.1 | UK 4.3 7. BP 8. ITV      .  | Sector: Valuation £’000: | Sector: Valuation £’000: | | --- | --- | |  44,881 |   | | Place of primary listing: % of portfolio: | Place of primary listing: % of portfolio: | |    |    | | 9. Aviva | 10. Marks & Spencer Group | | --- | --- | |  |  | |  |  | |  |  | |  | sportswear | | Sector: Valuation £’000: | Sector: Valuation £’000: | | Financials 44,543 |  39,752 | | Place of primary listing: % of portfolio: | Place of primary listing: % of portfolio: | | UK 3.9 | UK 3.5 |    | | Company | Sector | Place of primary listing | Valuation £'000 | % of portfolio | | --- | --- | --- | --- | --- | --- | | 11 | GSK | Healthcare | UK | 39,362 | 3.5 | | 12 | Smith & Nephew | Healthcare | UK | 38,839 | 3.5 | | 13 | Barclays | Financials | UK | 36,973 | 3.3 | | 14 | Macys | Consumer Discretionary | United States | 36,662 | 3.3 | | 15 | Standard Chartered | Financials | UK | 36,609 | 3.2 | | 16 | TotalEnergies | Energy | France | 34,329 | 3.0 | | 17 | Aberdeen Group | Financials | UK | 34,119 | 3.0 | | 18 | Anglo American | Materials | UK | 30,179 | 2.7 | | 19 | Centrica | Utilities | UK | 28,324 | 2.5 | | 20 | Woori | Financials | South Korea | 27,329 | 2.4 | | **Top 20 Investments** | | | | **825,965** | **73.2** | | 21 | Currys | Consumer Discretionary | UK | 25,430 | 2.2 | | 22 | Pearson | Consumer Discretionary | UK | 24,787 | 2.2 | | 23 | Hana Financial | Financials | South Korea | 24,350 | 2.2 | | 24 | Vodafone Group | Communications | UK | 23,907 | 2.1 | | 25 | Carrefour | Consumer Staples | France | 23,779 | 2.1 | | 26 | International Airlines Group | Industrials | Spain | 22,572 | 2.0 | | 27 | Kingfisher | Consumer Discretionary | UK | 20,125 | 1.8 | | 28 | HP | Information Technology | United States | 19,940 | 1.8 | | 29 | CK Hutchison Group | Industrials | Hong Kong | 18,404 | 1.6 | | 30 | Stellantis | Consumer Discretionary | Netherlands | 18,059 | 1.6 | | 31 | Honda Motor | Consumer Discretionary | Japan | 17,462 | 1.5 | | 32 | Diageo | Consumer Staples | UK | 16,810 | 1.5 | | 33 | Capita | Industrials | UK | 13,517 | 1.2 | | 34 | Molson Coors Beverage | Consumer Discretionary | United States | 8,799 | 0.8 | | 35 | Continental | Consumer Discretionary | Germany | 8,000 | 0.7 | | 36 | Aumovio | Consumer Discretionary | Germany | 2,524 | 0.2 | | **Total Equity Investments** | | | | **1,114,430** | **98.7** | | Short-dated UK T-Bills | | Fixed Interest | UK | 14,462 | 1.3 | | **Total Valuation of Portfolio** | | | | **1,128,892** | **100.0** | Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 29 # Portfolio Distribution As at 31 December 2025 | Industry | Temple Bar % | FTSE All-Share* % | | --- | --- | --- | | Financials | 26.5 | 25.1 | | Communications | 15.0 | 2.5 | | Consumer Discretionary | 14.3 | 6.0 | | Energy | 11.6 | 8.8 | | Materials | 8.1 | 7.1 | | Consumer Staples | 7.1 | 14.4 | | Healthcare | 7.0 | 12.9 | | Industrials | 4.8 | 15.4 | | Utilities | 2.5 | 4.5 | | Information Technology | 1.8 | 1.3 | | Real Estate | — | 2.0 | | **Total Equities** | **98.7** | **100.0** | | Fixed Interest | 1.3 | — | | **Total Portfolio** | **100.0** | **100.0** | ![img-3.jpeg](img-3.jpeg) Source: Redwheel *FTSE All-Share ex investment Trusts 30 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025    # Overview of Strategy The Strategic Report is designed to help shareholders assess how the Directors have performed their duty to promote the success of the Company during the year under review. 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. 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: The likely consequences of any decision in the long term 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. The interests of the Company's employees This provision is not relevant as the Company does not have any employees. The need to foster the Company's business relationships with suppliers, customers and others The Board's approach is described under "Stakeholders" on the following page. The impact of the Company's operations on the community and the environment 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 desirability of the Company maintaining a reputation for high standards of business conduct The Board's approach is described under "Culture" on page 34. The need to act fairly between shareholders of the Company The Board's approach is described under "Shareholders" on the following page. In considering the primary purpose of the Company, the Board made several key decisions during the year. The Board: - 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. 32 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 Stakeholders The Board continuously seeks to understand the needs and priorities both of which contain reports from the Portfolio Manager, the daily of the Company’s stakeholders, and these are taken into account during NAV announcements and the monthly fact sheet which is available on all of its discussions and as part of its decision making. As the Company the Company’s website. Portfolio data is also provided to external is an externally managed investment company and does not have any providers such as Morningstar, which feeds several websites on a employees or customers, it therefore has very little direct impact on the monthly basis. community or the environment. Its key stakeholders comprise its shareholder base and its lender. The Company also has important One of the Board’s long-term strategic aspirations has been that the contractual relationships with its key service providers but does not Company’s shares should trade consistently at a price close to the NAV consider these to be stakeholders. The Company recognises the indirect per share. During the year under review, challenging stock market impact it may have on the community and the environment through conditions continued to have a negative impact on share price discounts its investee companies. Further details on this are set out on pages 33 across the investment company sector, (the average discount was 8.3%* to 43 . The sections below outline why these key stakeholders are as at 31 December 2025). The Company utilised share buybacks during considered of importance to the Company and the actions taken to the early part of the year to help manage the discount and moderate ensure that their interests are considered. short-term market pressures. From October, however, in response to a sustained improvement in demand for the Company’s shares, as a result Shareholders of strong performance and the Company’s increased yield, the The primary purpose of the Company is to deliver long-term returns Company’s share price moved to a premium to the NAV per share, and it for shareholders from a diversified portfolio of investments. Continued was able to resume issuing shares, reflecting renewed investor interest. shareholder support and engagement are critical to the existence of At the year end, the shares were trading at a 1.4% premium to the NAV the Company and the delivery of its long-term strategy. per share. The Board, the AIFM and the Portfolio Manager have continued to focus heavily on the promotion of the Company, in order to The Board recognises the importance of engaging with shareholders on a encourage long-term buying interest and supporting a market rating regular basis to maintain a high level of transparency and accountability close to, or at times above, the NAV per share. and to inform the Company’s decision making and future strategy. An important role of the Board is to ensure that the Company’s ongoing The Board primarily engages with shareholders through direct engagement charges are competitive both in terms of its peer group and other by the Chair (including with the Board at the Company’s Annual comparable investment products. While having an optimal service General Meeting) and through the Portfolio Manager and Frostrow who provider structure brings inevitable cost, excessive expense can eat away maintain an ongoing dialogue with shareholders through regular at investment returns over time. For that reason, the Board remains shareholder communications, both written and verbal, and also focused on limiting cost increases to shareholders as far as possible, through in person and online meetings (including webinars). The despite the current inflationary environment. Portfolio Manager has continued to publish quarterly newsletters written by the p ortfolio m anagement team, which explore their ideas All shareholders are encouraged to attend and vote at AGMs, at which and philosophies around investing and explain the positioning of the the Board and the p ortfolio m anagement team are available to discuss portfolio. Online statistics on engagement show that these newsletters  remain very popular with shareholders. Additional dialogue with details regarding the AGM are set out in the Notice of AGM on pages 97 shareholders is achieved through the annual and half-yearly reports, to 100 .     Overview of Strategy continued Lenders Investment Guidelines Alongside shareholders’ equity, the Company is partly funded by debt. The UK equity element of the portfolio will be mostly invested in the All the Company’s debt is subject to contractual terms and restrictions. FTSE All-Share Index; however, exceptional positions may be We have an established procedure to report regularly to our lender on sanctioned by the Board and up to 30% of the portfolio may be held compliance with debt terms. It is our policy that all interest payments and in listed international equities, subject to a maximum 10% exposure repayments of principal will continue to be made in full and on time. to emerging markets. The Company may continue to hold securities that cease to be quoted or listed if the Portfolio Manager considers Service Providers this to be appropriate. There is an absolute limit of 10% of the portfolio in To function as an investment trust listed on the London Stock Exchange, any individual stock with a maximum exposure to a specific sector of 35%, the Company relies on a number of suppliers and advisers for support in in each case irrespective of their weightings in the Benchmark . complying with all relevant legal and regulatory obligations. It is the Company’s policy to invest no more than 15% of its gross assets in The Company’s day-to-day operational functions are delegated to a other listed investment companies (including listed investment trusts). number of third-party service providers, each engaged under separate contracts. The Company’s principal service providers are the Portfolio The Company maintains a diversified portfolio of investments, typically Manager, Alternative Investment Fund Manager, Administrator and Company comprising 30-50 holdings, but without restricting the Company from Secretary, Custodian and Depositary, Broker and the Registrar. holding a more or less concentrated portfolio from time-to-time as circumstances require. Over the past five years the Board believes it has continued to develop a close and constructive working relationship with the Portfolio Manager, The Company’s long-term investment strategy emphasises stocks of which it believes is crucial to promoting the long-term success of the companies that are out of favour and whose share prices do not match the Company. Representatives of the Portfolio Manager attend Board meetings Portfolio Manager’s assessment of their longer-term value. and provide reports and verbal updates on matters relating to investments, performance and marketing. From time-to-time fixed interest holdings or non-equity interests may be held for yield enhancement and other purposes. Derivative The Board, primarily through the Audit and Risk and Management instruments may be used in certain circumstances, and with the prior Engagement Committees, keeps the ongoing performance of the Portfolio approval of the Board, for hedging purposes or to take advantage of Manager and the Company’s other principal third-party service providers specific investment opportunities. under continual review. Liquidity and borrowings are managed with the aim of increasing returns Culture to shareholders. The Company’s gross gearing range may fluctuate The purpose of the Company is to deliver long-term returns for shareholders between 0% and 30%, based on the current balance sheet structure, with from a diversified portfolio of investments. These investments will primarily an absolute limit of 50%. 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 As a general rule, it is the Board’s intention that the portfolio should be an emphasis on investing in businesses that can deliver enduring value to reasonably fully invested. An investment level of 90% of shareholder shareholders. Therefore, the Board asks the Company’s Portfolio Manager funds is regarded as a guideline minimum investment level dependent to invest in stocks that fulfil the traditional metrics of the value style but also on market conditions. possess a business model that is resilient and viable in the long term. Risk is managed through diversification of holdings, investment limits Investment Objective and Policy set by the Board and appropriate financial and other controls relating The Company’s investment objective is to provide growth in income and to the administration of assets. 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.    ### 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 buybacks 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 revenue income after expenses and taxation. 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%). The 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. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 35 ## Overview of Strategy continued | Ten-Year Summary | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2016 | 2017 | 2018 | 2019 | 2020^ | 2021 | 2022 | 2023 | 2024 | 2025 | | Total Returns | | | | | | | | | | | | NAV with debt at fair value^{3} | 20.6% | 10.2% | (11.3%) | 27.9% | (28.0%) | 24.6% | 0.9% | 12.3% | 19.9% | 33.9% | | Share Price^{3} | 20.7% | 11.0% | (9.7%) | 34.3% | (31.5%) | 20.0% | 3.6% | 12.5% | 19.1% | 45.3% | | FTSE All-Share Index^{3} | 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)^{2} | (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^{1} | 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. $^{1}$ Calculated as dividends per share divided by the year-end share price. $^{2}$ Premium / (Discount) of share price to NAV per share with debt at fair value. $^{3}$ Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns. 36 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025    Overview of Strategy continued ### Principal and Emerging Risks                91     ### Risk Mitigation and Management Market Risk        page 34            91    Geopolitical and Macro Risks              Climate Risks                 Overview of Strategy continued ### Risk Mitigation and Management Shareholder Relations and Share Price Performance Risk The Company is exposed to the risk, particularly if the investment strategy In managing this risk the Board: and approach are unsuccessful, that the Company may underperform – reviews the Company’s investment strategy and objective in relation resulting in the Company becoming unattractive to investors, a widening to market and economic conditions, and the operation of the of the share price discount to NAV per share and the Company may become Company’s peers; vulnerable to activist shareholders. – 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. Loss of Investment Team or Portfolio Manager A sudden departure of the members of the portfolio management team The investments of the Company are managed by a team of two m anagers, could result in a short-term deterioration in investment performance. 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. Income Risk – Dividend Risk that the portfolio does not generate the necessary level of income, The Board monitors this risk through the review of detailed income over time, from which to maintain progressive dividend payments to reports and forecasts which are considered at each meeting, with input shareholders. 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.    ### Risk Mitigation and Management Cyber Security The Company has limited direct exposure to cyber risk. However, the 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 cyber attack could also result in widespread disruption across the financial they take in this regard. The cyber security policies of all service services industry. 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. Service Provider Risk The Company is reliant on the systems of its service providers and as such To manage these risks the Board, via its Management Engagement disruption to, or a failure of, those systems (including, for example, as Committee and Audit and Risk Committee: 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 – receives reports from Frostrow at each Board meeting, which includes, financial loss. 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. Emerging Risks 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       Overview of Strategy continued Going Concern The Directors have reviewed the going concern basis of accounting for the In assessing the viability of the Company, the Directors have conducted a Company. The Company’s assets consist substantially of equity shares thorough assessment of each of the Company’s principal and emerging in listed companies and in most circumstances are realisable within a short risks and uncertainties set out on pages 39 to 41 . Particular scrutiny was timescale. The use of the going concern basis of accounting is appropriate given to the impact of a significant fall in equity markets on the value of because there are no material uncertainties related to events or conditions the Company’s investment portfolio. that may cast significant doubt about the ability of the Company to continue as a going concern. The Directors therefore have a reasonable The Directors have also considered the Company’s leverage and liquidity expectation that the Company has adequate resources to continue in in the context of its long-dated fixed-rate borrowings (see notes 8 and operational existence for 12 months from the date of the approval of these 15 for further details on the borrowings), its income and expenditure Financial Statements. Accordingly, the Directors continue to adopt the projections and the fact that the Company’s investments comprise mainly going concern basis in preparing the accounts. See note 1 beginning on readily realisable quoted securities which can be sold to meet funding page 81 for further detail. requirements if necessary. Viability Statement All of the key operations required by the Company are outsourced to The Board makes an assessment of the longer-term prospects of the third-party providers and alternative providers could be secured at relatively Company beyond the timeframe envisaged under the going concern short notice if necessary. basis of accounting, having regard to the Company’s current position and the principal and emerging risks and uncertainties it faces. The AIFM and Having taken into account the Company’s current position and the Portfolio Manager have assisted the Board in making this assessment potential impact of its principal and emerging risks and uncertainties, the via financial modelling and income forecasting, which demonstrates Directors have a reasonable expectation that the Company will be able to the financial viability of the Company. Stress-testing scenarios, such continue in operation and meet its liabilities as they fall due for a period as an extreme drop in equity markets, have also been carried out and of five years from the date of this Annual Report. the projected financial position remains strong and all payment obligations achievable . Modern Slavery Act Due to the nature of the Company’s operational model and the fact that it The stress-testing scenarios used to assess future viability incorporate generates no turnover, the Board is satisfied that the Company is not subject 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 however appreciates the significance of Modern Slavery as an issue but by the Portfolio Manager and the AIFM for future years with decreasing considers the Company’s supply chains, dealing predominantly with levels of certainty over time, based on the financial position and professional advisers and service providers in the financial services industry, performance of investee companies. This is combined with an expectation to represent a low risk of exposure to modern slavery. 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 In relation to the Company’s investments, the Board has noted that the conditions. 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 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 intends to do so again in 2026. This initiative, coordinated by Rathbones, payments they make. In both cases, because the Company has both the was awarded the Stewardship Initiative of the Year award in 2022 by the ability to control its own dividend payments and a liquid portfolio of      investments, the impact to reserves could be managed and the Company technical nature, such as not having a Modern Slavery Statement would remain viable during such periods. available on websites, or not evidencing that such Statements have approval from the board of the relevant organisation. In 2025, the The Company is a long-term investment vehicle and the Directors, Portfolio Manager engaged with investee companies to highlight where therefore, believe that it is appropriate to assess its viability over a corrections were required to achieve compliance and worked with long-term horizon. For the purposes of assessing the Company’s prospects Rathbones to monitor responses. in accordance with the AIC Code of Corporate Governance (the “AIC Code”), the Board considers that assessing the Company’s prospects over a Within its investment process, Redwheel principally assesses the risk of period of five years is appropriate given the nature of the Company and modern slavery exposure through reference to the Corporate Human the inherent uncertainties over a longer time period. Rights Benchmark (which scores companies on governance and policies; remedies and grievance mechanisms; and embedding respect and The Directors believe that a five-year period appropriately reflects the human rights due diligence) and through company compliance with 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 Rights, and the Organisation for Economic Co-operation and Development  Guidelines for Multinational Enterprises. significant change to the current principal and emerging risks and to the adequacy of the mitigating controls in place. 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.    Gender Diversity Environment               Bribery Act         Criminal Finances Act 2017        Stewardship/Engagement                    was again endorsed as a signatory   the     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      1         Overview of Strategy continued Carbon Emissions | Total Scope 1 & 2 Emissions | | | | | | Portfolio Weighted Average Carbon Intensity | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (t COeq) | | | | | | (WACI) (t COeq/GBPm Revenue) | | | | | | | | | | 0 30,000 60,000 90,000 120,000 150,000 | | | | | | 0 30 60 90 120 150 | | | | | | | | | | | | | 2025 | | | 2025 | | | | | | | | | | | 2024 | | | | | | | 2024 | | | | Temple Bar | | | | | | Temple Bar | | | | | | | | | Investment Trust | | | 2023 | | | Investment Trust | | | | 2023 | | | | | | | | | 2022 | | | | | | | | | 2022 | | | | | | 2025 | | | | | 2025 | | | | | | | | 2024 | | | | | | | | 2024 | | | | | FTSE All-Share | | | | | | FTSE All-Share | | | | | | | | | | | 2023 | | | | | | | | 2023 | | | | | | | 2022 | | | | | | | | | | 2022 | |   Approach                  Weighted Average Carbon Intensity (“WACI”):                 Total Scope 1 & 2 Emissions        Observations                         Social Remuneration        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 Engagement Policy                               Overview of Strategy continued  Externalities and Non-Environmental Issues                                     Future Developments       page 9 to        Charles Cade  Chair       to  the          ## Governance Report ## Board of Directors Charles Cade 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. Dr. Shefaly Yogendra 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.    Carolyn Sims 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 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. Wendy Colquhoun 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.    # Report of Directors The Directors present the Annual Report & Financial Statements of the Company for the year ended 31 December 2025. ## Directors The Directors of the Company who held office at 31 December 2025 and up to the date of the signing of the Annual Report are detailed on pages 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 concerning any compensation for their loss of office. ## Directors' indemnities Subject to the provisions of the Companies Act 2006, the Company may indemnify any person who is a Director, secretary or other officer (other than 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, powers or office; and purchase and maintain insurance for any person who is a Director, secretary, or other officer (other than an auditor) of the Company in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as Director, secretary or officer. A policy of insurance against Directors' and Officers' liabilities is 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 will 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 had 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. Upon a winding-up, after meeting the liabilities of the Company, the 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 might affect its control following a takeover bid. An amendment 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. | | Number of ordinary shares | Percentage of voting rights | | --- | --- | --- | | Raymond James Wealth Management Limited | 8,618,809 | 3.0 | | Raymond James Wealth Management Limited | 8,618,809 | 3.0 | The 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. 50 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ## Profile of the Company's Ownership % of Shares Held at 31 December 2025 ![img-4.jpeg](img-4.jpeg) ### 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. The Company appointed Frostrow as its AIFM with effect from 1 July 2023. 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 relationships with its stakeholders. The effect of this consideration upon 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 The Directors who held office at the date of the approval of the Annual 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 17 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. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 51 Report of Directors continued 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                cum income     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 Directors’ Fees to a total of 59,543,874£2,977,194   on will be proposed at the AGM to increase the or a total of 2  it on the fees paid to the Directors from £250,000 pa to which these resolutions are it has  not been incr ese authorities when resolutions Notice Period for General Meetings  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 18, a special resolution, would not be used as a matter of               held in 2027 Authority to Purchase the Company’s Own Shares   How to Vote                                                  Resolution 1 7 set out in the Notice of AGM is a special resolution and               7 when a              Recommendation        should vote in favour of the resolutions to be proposed at the AGM, as  ii        Charles Cade Chair 19 March 2026       ## 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  The Board seeks to ensure that it has an appropriate balance of skills responsibility to the directors to manage the company on their behalf and experience, and considers that, collectively, it has substantial recent and holding them accountable for its performance. and relevant experience of investment trusts and financial and public company management. Compliance with the AIC Code of Corporate Governance (the “AIC Code”) The terms and conditions of the appointment of the Directors are The Board considers the practice of good governance to be an integral formalised in letters of appointment, copies of which are available for part of the way it manages the Company and is committed to maintaining  high standards of financial reporting, transparency and business integrity. has a service contract with the Company nor has there been any other contractual arrangement between the Company and any Director at As Temple Bar is a UK-listed company, the Board’s principal governance any time during the year. Directors are not entitled to compensation for 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 The Directors have access to independent professional advice at the circumstances which have an impact on their governance arrangements. Company’s expense if required. This is in addition to the access that every An investment company typically has no employees and as such the Director has to the advice and services of the Company Secretary, who day-to-day functions of the Company are outsourced to third parties. The is responsible for advising the Board on all governance matters and for AIC has therefore drawn up its own set of guidelines known as the AIC Code, ensuring that Board procedures are followed and that applicable rules last updated in January 2024, which recognises the nature of investment and regulations are complied with. companies by focusing on matters such as board independence and the review of management and other third- party contracts. The FRC has Chair and Senior Independent Director (“SID”) endorsed the AIC Code and confirmed that companies which report The Chair , Charles Cade, is independent and the Board considers that 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 Chair ’s other commitments are detailed in his biography on page 48 . Code as it believes that its principles and recommendations will provide better information to shareholders than reporting against only the There is a clear division of responsibility between the Chair , the UK Code. Directors, the Portfolio Manager and the Company’s other third-party service providers. The Chair is responsible for leading the Board, A copy of the AIC Code can be found at www.theaic.co.uk.  ensuring that all Directors receive accurate, timely and clear information. A copy of the UK Code can be obtained at www.frc.org.uk. The UK Code includes provisions relating to: 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 – the need for an internal audit function. appropriate. In periods of stress, the SID works with the Chair , the other Directors, and/or shareholders to resolve any issues. The Board considers that these provisions are not relevant to the position of Temple Bar, being an externally managed investment company. In The documents setting out the roles of the Chair and SID are particular, all of the Company’s day-to-day management and administrative available on the Company’s website. 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 Board Operation of these provisions. The Directors have adopted a formal schedule of matters specifically reserved for their approval. These include the following: The Board of Directors – approval of the Company’s investment policy, long-term objectives Under the leadership of the Chair , the Board is ultimately responsible for  framing and executing the Company’s strategy and for closely – approval of annual and half-yearly reports and financial statements monitoring risks. The Directors are responsible for the determination and accounting policies, prospectuses, circulars and other shareholder 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. –  – 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 Nomination Committee The Management Engagement Committee comprises all Directors and A Nomination Committee comprising all Directors oversees a formal review was chaired by Shefaly Yogendra during the year . Wendy Colquhoun procedure governing the appointment of new Directors and evaluates the became Chair of the Committee on 2 December 2025. The Committee overall composition of the Board, taking into account the existing balance met once during the year to review the ongoing performance and the of skills, experience and knowledge. The Committee is also responsible continuing appointment of all service providers of the Company, for assessing, on an annual basis, the individual performance of each including the AIFM and the Portfolio Manager. The Committee also Director and for making recommendations as to whether they should considers any variation to the terms of all service providers’ agreements  and reports its findings to the Board. Committee met twice during the year, to discuss Board composition , Director recruitment, succession and the election and re-election of each Director. 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. 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 – * Retired from the Board on 2 December 2025. ** Joined the Board on 1 July 2025. 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 Diversity The rules concerning the appointment and replacement of Directors The Board supports the principle of Boardroom diversity, of which gender, are contained in the Company’s Articles of Association and the Companies ethnicity and cognitive diversity are important aspects. The Company’s Act 2006. policy is that the Board and its committees should be comprised of directors with a diverse range of skills, knowledge and experience and Under the Company’s Articles of Association, Directors are subject to that appointments should be made on merit against objective criteria,         including diversity in its broadest sense.  either of the two preceding AGMs shall retire. Beyond these requirements The objective of the policy is to have a broad range of approaches, and in accordance with the AIC Code, the Board has agreed a policy backgrounds, skills, knowledge and experience represented on the Board. whereby all Directors will seek annual re- election at the Company’s AGM. To this end, achieving a diversity of perspectives and backgrounds on the Board will be a key consideration in any director search process. The The tenure of each independent, non-executive director, including the Board encourages any recruitment agencies it engages to find a diverse Chair , is not ordinarily expected to exceed nine years. It should be range of candidates that meet the criteria agreed for each appointment noted that, in practice, the date of departure from the Board may be on and, from the shortlist, aims to ensure that a diverse range of candidates the day of the Annual General Meeting following this anniversary. is brought forward for interview. However, the Board has agreed that the tenure of the Chair may be The following two tables provide the breakdown in gender identity and extended for a limited time provided such an extension is conducive to ethnic representation on the Board in accordance with the Listing Rule s. the Board’s overall orderly succession. The Board believes that this more As the Company is an investment trust it does not have any executive flexible approach to the tenure of the Chair is appropriate in the directors, executive or senior management, or employees so only context of the regulatory rules that apply to investment companies, which information regarding the Directors is disclosed.  being consistent with the need for regular refreshment and diversity. Reporting table on sex/gender representation as at 31 December 2025 Notwithstanding this expectation, the Board considers that a director’s Number of Percentage of tenure does not necessarily reduce his or her ability to act independently Board members the Board and will continue to assess each director’s independence annually, through a formal performance evaluation. Male 2 40% The Board has carefully considered the position of each of the Directors and, following the annual Board evaluation, all of the Directors continue Female 3 60%           commitment to the role. The Board therefore believes that it is in the best Prefer not to say – – 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: Reporting table on ethnicity representation as at 31 December 2025 – Charles Cade: Charles became Chair of the Company on 2 December 2025 . He has brought with him a wealth of experience Number of Percentage of and expertise in the investment trust sector. His extensive career in the Board members the Board investment sector and his relevant expertise and experience has proved invaluable to the Board. White British or other – Shefaly Yogendra: Shefaly has extensive experience of governance and White (including risk, an increasingly important attribute in the Board’s risk management minority- white groups) 4 80% and decision-making process. This particular skillset contributes Mixed/Multiple significantly to Board balance and discussion. Ethnic Groups – – – Nick Bannerman: A Chartered Accountant, Nick is an experienced Asian/Asian British 1 20% professional who has held senior positions in the commercial sector. He also has extensive knowledge of the investment trust sector. Black/African/ Caribbean/Black British – – – Wendy Colquhoun: A qualified solicitor, Wendy has a thorough understanding of investment trusts and the regulatory and other Other ethnic group – – challenges that they face. Not specified/ – Carolyn Sims: Carolyn has been a CFO of asset and wealth management prefer not to say – – businesses for over 15 years. From that she brings a wealth of technical accounting and reporting, regulatory, risk and operational business management experience.    Corporate Governance Statement continued Risk Management and Internal Controls Board Succession The Board is ultimately responsible for the Company’s risk management The Nomination Committee met to discuss Chair succession and also          the recruitment of an additional new Director, to ensure an orderly Operational responsibility for this review is delegated to the Audit and succession and induction process. Committee. A description of the principal risks facing the Company and an explanation of how they are managed is provided in the Strategic The Board has an approved succession planning policy to ensure that Report on pages 58 to 59 . The Directors have a robust process for (i) there is a formal, rigorous and transparent procedure for the appointment identifying, evaluating and managing the risks faced by the Company,  including emerging risks, which are recorded in a risk schedule. display the necessary balance of professional skills, experience, length of service and industry/Company knowledge. The Audit and Risk Committee’s process involves reviewing the risk schedule at each of its two meetings during the year. The Audit and Board Evaluation Risk Committee, on behalf of the Board, assesses the likelihood of The Directors are aware that they need to continually monitor and occurrence and possible impact of each risk. The Committee then improve performance, and recognise that this can be achieved through reviews the mitigating controls in place and assesses whether they regular Board evaluation, which provides a valuable feedback mechanism   The Company’s internal controls are designed to manage, mitigate and/ The evaluation of the Board and the Chair was conducted through the or monitor financial, investment, reporting, compliance and governance completion of a questionnaire followed by a discussion covering a range risks. As such, the controls aim to ensure that, inter alia:          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 assets of the Company are safeguarded and  – The Company’s financial information is complete, accurate and The results of the Board and Chair evaluation were discussed by the  Nomination Committee. Following the evaluation process, the Board  – The Company complies with all legal and regulatory requirements. and experience relevant to the leadership and direction of the Company. Material controls are the mechanisms and procedures whose systematic Conflicts of Interest failure would lead to an unacceptable risk to the Company’s Directors have a statutory duty to avoid situations in which they have or may performance, reporting, objectives and reputation. 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 The Board operates certain internal controls such as the review of the when a Director takes up a position with another company. The Company’s Company’s financial reports, risk identification, and the oversight of Articles of Association allow the Board to authorise such potential conflicts service providers. However, as an externally managed investment trust, and there is a procedure in place to deal with any actual or potential conflict the Company is reliant on the operational systems of its service providers of interest. The Board deals with each appointment on its individual merit and this is reflected in the Company’s internal controls structure, which and takes into consideration all relevant circumstances. is summarised on page 59 . A register of conflicts is maintained by the Company Secretary and is Internal control systems are designed to manage, rather than eliminate, reviewed by the Directors at Board meetings to ensure that any authorised the risk of failure to achieve the Company’s strategic objectives and can conflicts remain appropriate. The Directors are required to confirm at provide only reasonable and not absolute assurance against material these meetings whether there has been any change to their position. misstatement or loss. Shareholder Communications The Audit and Risk Committee monitored the Company’s risk Shareholder relations are given high priority by both the Board and the management and internal control framework throughout the year Portfolio Manager. The principal medium by which the Company through the review of reports from the principal service providers, as set communicates with shareholders is through annual and half-yearly out on page 64 . In particular, the Committee reviewed any exceptions reports. The information contained therein is supplemented by daily identified in the internal controls reports and evaluated whether they NAV announcements, a monthly factsheet available on the Company’s were material for the Company. Further information was obtained from website and a quarterly newsletter. Further information on  engagement with shareholders can be found under the Section 172 principal service providers each provided a letter confirming that there Statement on page 33 . 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    ## Internal Controls & Structure The Board has responsibility for Board of Directors establishing and assessing Non-executive internal controls to ensure the Committees:  – Audit and Risk Committee  – Management Engagement Committee appetite set by the Board. As the – Nomination Committee Company relies on third party service providers for all of its operations, it obtains regular reports from these Principal third Frostrow Capital LLP counterparties on the nature party service (AIFM, Company Secretary and Administrator)  providers within these organisations. The Directors Reporting – receive regular – Statement of Financial Position – Compliance with investment policy The Company’s principal service  – Liquidity & gearing and guidelines (monthly) – review the assurance – Income forecasts – Compliance report (semi- annually) providers are the Portfolio report produced by – Portfolio valuation –  Manager, RWC Asset  – Portfolio transactions environment (semi-annually) Management LLP (Redwheel), – receive additional – Investment limits and restrictions – Internal Controls Report (annually) the AIFM, Company Secretary and (monthly) reporting on the control Administrator, Frostrow Capital LLP, environment from each its depositary and custodian, Bank of the principal third of New York Mellon and the  RWC Asset Management LLP (Redwheel) and registrar Equiniti. The Board (Portfolio Management) – formally evaluate their receives regular reporting on performance on an Reporting compliance with the control annual basis. – Investment performance and Investment Strategy update at each meeting environment and assesses the – ESG update at each meeting  – Internal Control Report controls through review of the – Compliance Report (semi-annually) assurance reports from each of –  these organisations. Bank of New York Mellon In addition, the Company retains (Depositary and Global Custodian) a number of secondary providers who report to the Board. These Reporting include the corporate broker. The – Depositary’s Report (semi-annually) services provided by these firms –  – Presentation from the Depositary and Custodian (annually) are not integral to the Company’s operating model and internal controls and so the reporting they provide to the Board on their Equiniti operations is less extensive. (Registrar) –  The Audit and Risk Committee – Presentations on subjects of interest e.g. cyber security (as required) formally evaluates the performance and service delivery of all third party service providers at least annually and the Secondary third Cavendish Securities performance of the Company’s party service (Corporate Broker) external auditor annually, providers following the completion of the The Directors –  annual audit process. – receive regular reporting on their  and – formally evaluate their performance on an annual basis.    # Report on Directors' Remuneration The Board presents the Report on Directors' Remuneration for the year ended 31 December 2025. ## 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 2025, 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 ending 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 Directors' remuneration policy and will take effect once approved by 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 Fees payable to Directors should be sufficient to attract and retain 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 reflect the time spent by Directors on the Company's affairs and the 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. 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 2024 was approved by shareholders at the AGM held on 6 May 2025. 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 2023. 99.5% of proxy votes in respect of approval of the Remuneration Policy were in favour, 0.5% were against and 163,251 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 primarily in UK equities across different sectors, while maintaining a 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 ![img-5.jpeg](img-5.jpeg) Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns. Rebased to 100 as at 31 December 2015. 60 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ### 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. 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 compensation for loss of office. None of the Directors have a service 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' Emoluments (audited) | | Fixed fees (£) 2025 | Taxable expenses (£)^{1} 2025 | Total (£) 2025 | Fixed fees (£) 2024 | Taxable expenses (£)^{1} 2024 | Total (£) 2024 | | --- | --- | --- | --- | --- | --- | --- | | Lesley Sherratt^{1} | n/a | n/a | n/a | 12,604 | – | 12,604 | | Richard Wyatt^{2} | 42,289 | – | 42,289 | 45,750 | – | 45,750 | | Shefaly Yogendra | 30,500 | – | 30,500 | 30,000 | – | 30,000 | | Charles Cade^{3} | 31,946 | – | 31,946 | 30,000 | – | 30,000 | | Carolyn Sims^{3} | 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** | $^{1}$ 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. $^{2}$ Retired from the Board on 6 May 2024. $^{3}$ Retired from the Board on 2 December 2025. $^{4}$ Appointed Chair of the Audit and Risk Committee on 6 May 2024. $^{5}$ Appointed to Board on 1 July 2025. $^{6}$ 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. | | 2025 to 2026 | 2024 to 2025 | 2023 to 2024 | % change 2022 to 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 | ### 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. ### Relative importance of Spend on Pay | | 2025 £'000 | 2024 £'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 | $^{1}$ See Glossary on page 103. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 61 Report on Directors' Remuneration continued # **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 Number of shares | 2024 Number of 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 62 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ## Report of the Audit and Risk Committee ### 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. Composition and Meetings – To develop and implement a policy for the engagement of the external The Committee met twice during the year under review. In addition, the Auditor and agreeing the scope of its work and its remuneration. Also, Committee meets the Auditor at least annually, without any other party to be responsible for the selection process of the external Auditor present, for a private discussion. The Committee comprises all of the (including the leadership of an audit tender process) and to have primary 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. – To consider any non-audit work to be carried out by the Auditor. The The members of the Committee consider that they have the requisite Committee reviews the need for non-audit services to be provided by the skills and experience to fulfil the responsibilities of the Committee. I have Auditor and authorises such on a case by case basis, having consideration 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. – To consider the need for an internal audit function. Since the Company delegates its day-to-day operations to third parties and has no Role and Responsibilities of the Committee employees, the Committee has determined there is no requirement The Committee’s main responsibilities during the year were:  – To review the Company’s Half-Year and Annual Report. In particular, to – To assess the going concern and viability of the Company, including consider and advise the Board on whether the Annual Report, taken   – To report its findings to the Board. – To review the risk management and internal control processes of the  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 The Committee received assurance that all investment holdings and cash/deposit balances had been Investments 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 The Board asked the Committee to confirm that, in its opinion, the Annual Report taken as a whole is fair, Financial Statements 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.    Report of the Audit and Risk Committee continued matters of concern were identified. Details of the principal and emerging ###  risks faced by the Company can be found on pages 39 to 46. Audit Regulation The Committee has noted, in particular, the publication by the FRC Half -Year Report & Financial Statements of the Minimum Standard for Audit Committees and the revised UK The Committee reviewed the Half Year Report and Financial Statements, Corporate Governance Code and AIC Corporate Governance Code. which are not audited or reviewed by the Auditor, to ensure that the The Minimum Standard will apply to the Company on a comply or accounting policies were consistent with those used in the annual financial explain basis as it is included by reference in the new UK Corporate statements and that they portrayed a fair, balanced and understandable Governance Code. The Committee will seek to comply with the picture of the period in question. Standard as far as it is appropriate for an externally-managed investment company to do so. Internal Audit The Company does not have an internal audit function. Incomplete or inaccurate revenue recognition Income received is accounted for in accordance with the Company’s The Committee monitors and considers the need for an internal audit accounting policies as set out in note 1 to the financial statements. function on (at least) an annual basis. The Committee continues to believe that the Company does not require an internal audit function as it The Board receives income forecasts, including special dividends, delegates its day-to-day operations to third parties from whom it receives together with explanations from the Portfolio Manager for any and reviews internal control reports. significant movements from previous forecasts. Depositary Maintenance of investment trust status During the year, the Committee reviewed reports from the Depositary on their regulatory oversight and due diligence duties. Nothing material The Committee regularly considers the controls in place to ensure that was brought to the attention of the Committee. the regulations for maintaining investment trust status are observed at all times and receives supporting documentation from the AIFM. Accounting Policies The Committee ensured that the accounting policies set out in the Material Controls notes to the financial statements were applied consistently throughout Following the introduction of new corporate governance regulations, the year. In light of there being no unusual transactions during the year the Board has undertaken a comprehensive review of the Company’s or other possible reasons, there were no changes to these policies. material controls to ensure alignment with the updated requirements.          Withholding Tax identified areas for enhancement. As a result, the Board has developed The Committee monitored the reclamation of withholding tax, and approved an implementation plan to strengthen governance receiving updates from Frostrow on the process and the appointment practices and ensure ongoing compliance. Progress against this plan of specialist local agents. will be monitored regularly and reported to shareholders as appropriate. ### Other Activities During the Year Going concern and long-term viability of the Company The Committee considered the Company’s financial requirements for In addition to carrying out its principal duties, the Committee also  reviewed: to meet its commitments. Consequently, the financial statements – the Committ have been prepared on a going concern basis. The Committee also considered the longer-term viability statement within the Annual – compliance reports submitt Report for the year ended 31 December 2025, covering a five-year – the Company’s anti-bribery and corrupti and period, and the underlying factors and assumptions which contributed to the Committee deciding that this was an appropriate length of time – the Company’s commitment to the prevention of the criminal to consider the Company’s long-term viability. The Company’s viability facilitation of tax evasion . statement can be found on page 42 . ## External Auditor Internal Controls and Risk Management The Committee carefully considers the internal control systems by This is the sixth audit for BDO LLP following its appointment at the AGM continually monitoring the services and controls of its third party held in March 2020. Audit fees for the year ended 31 December 2025 are service providers. set out in note 7 to the financial statements. The Committee reviewed and updated the risk matrix during the year in The Auditor is required to rotate the audit partner every five years. Peter consideration of the Company’s principal and emerging risks. In addition, Smith was the audit partner since BDO LLP’s appointment, and so rotated 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 Peter Smith was succeeded by Jamie Smith who I met prior to his formal and agree any action to be taken. The risks are considered individually appointment. and collectively so as to ensure the potential combined impact of all risks can be considered and appropriate action taken. The Committee There were no non-audit services provided by the Auditor during the year. received reports on internal controls and compliance from the Portfolio Manager and the Company’s other service providers and no significant    ### Eectiveness of the External Audit   The Audit and Risk Committee confirms that it has carried out a review audit carried out by the Auditor, including a detailed review of the audit  plan and the audit results report, and makes recommendations to the management during the year, as set out above and that: 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 (a) An ongoing procedure for identifying, evaluating and managing to the finalisation of the audit of the Annual Report & Financial Statements significant risks faced by the Company was in place for the year under for the year ended 31 December 2025, without the Portfolio Manager review and up to 19 March 2026. This procedure is regularly reviewed 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. (b) It is responsible (on behalf of the Board) for the Company’s system No concerns were raised in respect of the year ended 31 December 2025.  designed to manage the risk of failure to achieve business objectives. This can only provide reasonable not absolute assurance against Independence and Objectivity of the Auditor material misstatement or loss. 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 Carolyn Sims BDO as a firm, its audit engagement team, audit partner, all other partners, Chair of the Audit and Risk Committee directors and managers comply with all relevant ethical requirements 19 March 2026 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.    ##  ### 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. The Role of the Committee Matters Considered During the Year The Committee’s primary responsibilities are to: The Committee met once during the year ended 31 December 2025. At the meeting the Committee: – monitor and evaluate the performance of both the Portfolio Manager and the AIFM and their compliance with the terms of their respective – reviewed the performance of the AIFM and the Portfolio Manager.  The review concluded that both the Portfolio Manager and the AIFM  – review the terms of the Portfolio Management and AIFM Agreements annually to ensure that the terms conform with market and industry – considered and agreed to the continuing appointment of the AIFM   – recommend to the Board any variation to the terms of the Investment – considered the services provided by the Company’s other third-party Management and AIFM Agreements which it considers necessary or service providers.  Shefaly Yogendra – review and make the appropriate recommendations to the Board as Chair of the Management Engagement Committee during the year to whether the continuing appointment of the Portfolio Manager and ended 31 December 2025  19 March 2026 –  – 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.    ## Report of the Nomination Committee ### Introduction from the Chair I am pleased to present the Report of the Nomination Committee (the “Committee”) for the year ended 31 December 2025. The Role of the Committee Matters Considered During the Year The Committee’s primary responsibilities are to: The Committee met twice during the year ended 31 December 2025. At its meeting in March 2025, the Committee: – regularly review the structure, size and composition (including the skills, knowledge, experience and diversity, including gender and – 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 – give full consideration to succession planning for Directors, taking a new Director into account the challenges and opportunities facing the Company  – reviewed and approved the Board’s suc – using objective criteria, identify and nominate for the approval of – reviewed and agreed the Board diversity disclosure to be contained   – review the results of the Board performance evaluation process that – 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 and         – review annually the time required from Directors and any other commitment to the role. The Committee therefore recommended to business interest that may result in a conflict. 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    ##  Directors’ responsibilities Website publication The Directors are responsible for preparing the Annual Report & Financial The Directors are responsible for ensuring the Annual Report & Financial Statements in accordance with UK-adopted international accounting Statements are made available on a website. Financial statements are standards and applicable law and regulations. published on the Company’s website in accordance with legislation in the UK governing the preparation and dissemination of financial Company law requires the Directors to prepare financial statements for statements, which may vary from legislation in other jurisdictions. The each financial year. Under that law the Directors are required to prepare maintenance and integrity of the Company’s website is the responsibility the company financial statements in accordance with UK-adopted of the Directors. The Directors’ responsibility also extends to the ongoing international accounting standards. Under company law the Directors integrity of the financial statements contained therein. must not approve the financial statements unless they are satisfied that  Directors’ responsibilities pursuant to DTR4 the profit or loss for the company for that period. The Directors confirm to the best of their knowledge: – the financial statements have been prepared in accordance with the In preparing these financial statements, the Directors are required to: applicable set of accounting standards, give a true and fair view of the –   – make judgements and accounting estimates that are reasonable – 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 – state whether they have been prepared in accordance with UK-adopted that it faces. international accounting standards, subject to any material departures  On behalf of the Board – prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in Charles Cade  Chair – prepare a Directors’ report, a strategic report and Directors’ remuneration 19 March 2026 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.    ## Independent Auditor’s Report to the Members ## of Temple Bar Investment Trust Plc Report on the audit of the financial statements Company, including performing calculations assessing the net asset position of the Company to understand the reliance on Opinion loans; In our opinion the financial statements: – Assessing the appropriateness of the Directors’ assumptions and –  judgements made in their base case and stress tested forecasts 31 December 2025 and of its profit and cash flows for the year then including consideration of the available cash and liquid assets ended; relative to forecast expenditure and commitments; – have been properly prepared in accordance with UK adopted – Challenging the Directors’ assumptions and judgements made in international accounting standards; and their forecasts by performing an independent analysis of the – have been prepared in accordance with the requirements of the liquidity of the portfolio; and Companies Act 2006. – Reviewing the loan agreements to identify the covenants and assessing the likelihood of them being breached based on the We have audited the financial statements of Temple Bar Investment Directors’ forecasts and our sensitivity analyses. Trust Plc (the ‘Company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Based on the work we have performed, we have not identified any Statement of Changes in Equity, Statement of Financial Position, material uncertainties relating to events or conditions that, Statement of Cash Flows and notes to the financial statements, individually or collectively, may cast significant doubt on the including material accounting policy information. The financial Company’s ability to continue as a going concern for a period of at reporting framework that has been applied in their preparation is least twelve months from when the financial statements are applicable law and UK adopted international accounting standards. authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to Basis for opinion the Company’s ability to continue as a going concern. We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities In relation to the Company’s reporting on how it has applied the UK under those standards are further described in the Auditor’s Corporate Governance Code, we have nothing material to add or responsibilities for the audit of the financial statements section of draw attention to in relation to the Directors’ statement in the our report. We believe that the audit evidence we have obtained is financial statements about whether the Directors considered it  appropriate to adopt the going concern basis of accounting in preparing the financial statements. Independence We remain independent of the Company in accordance with the Our responsibilities and the responsibilities of the Directors with ethical requirements that are relevant to our audit of the financial respect to going concern are described in the relevant sections of statements in the UK, including the FRC’s Ethical Standard as applied this report. to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The Overview non-audit services prohibited by the FRC’s Ethical Standard were not 2025 2024 provided to the Company and we remain independent of the Company in conducting our audit. Key audit matters Valuation and ownership   Conclusions relating to going concern of quoted investments In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the Revenue recognition –   preparation of the financial statements is appropriate. Our Dividend income evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: Materiality – Evaluating the appropriateness of the Directors’ method of Company financial statements as a whole assessing going concern in light of economic and market £10,690,000 (2024: £8,160,000) based on 1% (2024: 1%) of net assets conditions by reviewing the information used by the Directors in completing their assessment; – Assessing the appropriateness of the Directors’ assumptions and An overview of the scope of our audit judgements made by comparing the prior year forecasted costs to Our audit was scoped by obtaining an understanding of the Company the actual costs incurred to assess the reliability of the Directors and its environment, the applicable financial reporting framework and forecasting ability as well as comparing the projected costs to the the system of internal control. We identified and assessed the risks of current year actuals to assess whether they are reasonable; material misstatement of the financial statements. We then applied professional judgement to focus our audit procedures on the areas – Assessing the projected management fees for the year to check that posed the greatest risk of material misstatement to the financial that they were in line with the current assets under management statements. We continually assessed risks throughout our audit, levels and the projected market growth forecasts for the following revising the risks where necessary, with the aim of reducing the risk of year; material misstatement to an acceptable level, to provide a basis for our – Sensitising the forecasts based on an economic downturn and opinion. calculating financial ratios to ascertain the financial health of the    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. Key audit matter How the scope of our audit addressed the key audit matter We responded to this matter by testing the valuation and ownership of Valuation and ownership of quoted investments the whole portfolio of quoted debt and equity investments. We Note 12 – Investments performed the following procedures: The investment portfolio at the year-end is comprised of quoted equity and debt investments. – Confirmed the year-end bid price was used by agreeing to externally quoted prices; 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 – Assessed if there were contra indicators, such as liquidity considerations, made in the recording of investment holdings result in the incorrect to suggest bid price is not the most appropriate indication of fair value by reflection of investments owned by the Company. considering the realisation period for individual holdings; – Recalculated the valuation by multiplying the number of shares held Therefore, we considered the valuation and ownership of quoted per the statement obtained from the custodian by the valuation per equity and debt investments to be the most significant audit area as share; and they represent the most significant balance in the financial statements and underpin the principal activity of the entity. – Obtained direct confirmation of the number of shares held per equity investment and the par value of the debt from the custodian regarding Furthermore, we consider the valuation disclosures to be a significant all investments held at the balance sheet date. area as they are expected to be a key area of interest for the users of the financial statements. We also considered the completeness, accuracy and clarity of investment-related disclosures against the requirements of relevant For these reasons, and the materiality of the balance in relation to the accounting standard. financial statements as a whole, we considered this to be a key audit matter. 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. We evaluated the design and implementation of the controls in place Revenue recognition – Dividend income around the recording of revenue and the classification of transactions Note 4 – Income as either revenue or capital income.  demonstrating the performance of the portfolio. As such there may be an We assessed the treatment of dividend income from corporate actions incentive to recognise income as revenue where it is more appropriately of and special dividends and challenged if these had been appropriately a capital nature. 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 Additionally, judgement is required by management in determining the event. allocation of dividend income to revenue or capital for certain corporate actions or special dividends. We analysed the whole population of dividend receipts to identify items for further discussion that could indicate a capital distribution, For this reason, we considered revenue recognition to be a key audit matter. 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.    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.    Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued Specific materiality Corporate governance statement We also determined that for Revenue return before tax, a misstatement The UK Listing Rules sourcebook requires us to review the Directors’ of less than materiality for the financial statements as a whole, specific statement in relation to going concern, longer-term viability and that part of materiality, could influence the economic decisions of users as it is a the Corporate Governance Statement relating to the Company’s compliance measure of the Company’s performance of income generated from its with the provisions of the UK Corporate Governance Code specified for our  review. 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 Based on the work undertaken as part of our audit, we have concluded further applied a performance materiality level of 75% of specific that each of the following elements of the Corporate Governance materiality to ensure that the risk of errors exceeding specific Statement is materially consistent with the financial statements or our materiality was appropriately mitigated. knowledge obtained during the audit. Reporting threshold Going concern and longer-term viability We agreed with the Audit and Risk Committee that we would report to – 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; that, in our view, warranted reporting on qualitative grounds. – The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period Other information is appropriate set out on page 42; and The Directors are responsible for the other information. The other information comprises the information included in the Annual Report & – The Directors’ statement on whether they have a reasonable Financial Statements, other than the financial statements and our auditor’s expectation that the Company will be able to continue in operation report thereon. Our opinion on the financial statements does not cover the and meet its liabilities set out on page 42. other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our Other Code provisions responsibility is to read the other information and, in doing so, consider – Directors’ statement on fair, balanced and understandable set out whether the other information is materially inconsistent with the financial on page 68; statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material – Board’s confirmation that it has carried out a robust assessment of inconsistencies or apparent material misstatements, we are required to the emerging and principal risks set out on page 41; determine whether this gives rise to a material misstatement in the financial – The section of the annual report that describes the review of statements themselves. If, based on the work we have performed, we  set conclude that there is a material misstatement of this other information, we out on page 64; and are required to report that fact.. – The section describing the work of the Audit and Risk Committee We have nothing to report in this regard. set out on page 63.    Auditor’s responsibilities for the audit of the financial statements Other Companies Act 2006 reporting Our objectives are to obtain reasonable assurance about whether Based on the responsibilities described below and our work the financial statements as a whole are free from material performed during the course of the audit, we are required by the misstatement, whether due to fraud or error, and to issue an auditor’s Companies Act 2006 and ISAs (UK) to report on certain opinions and report that includes our opinion. Reasonable assurance is a high matters as described below. level of assurance, but is not a guarantee that an audit conducted in Strategic report and Directors’ report accordance with ISAs (UK) will always detect a material misstatement In our opinion, based on the work undertaken in the course of the when it exists. Misstatements can arise from fraud or error and are audit: considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users – the information given in the Strategic report and the Directors’ taken on the basis of these financial statements. report for the financial year for which the financial statements are prepared is consistent with the financial statements; and However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the – the Strategic report and the Directors’ report have been prepared Company and management. in accordance with applicable legal requirements. Extent to which the audit was capable of detecting irregularities, In light of the knowledge and understanding of the Company and its including fraud environment obtained in the course of the audit, we have not Irregularities, including fraud, are instances of non-compliance with identified material misstatements in the Strategic report or the laws and regulations. We design procedures in line with our Directors’ report. responsibilities, outlined above, to detect material misstatements in Directors’ remuneration respect of irregularities, including fraud. The extent to which our In our opinion, the part of the Directors’ remuneration report to be procedures are capable of detecting irregularities, including fraud is audited has been properly prepared in accordance with the detailed below: Companies Act 2006. Non-compliance with laws and regulations Matters on which we are required to report by exception Based on: We have nothing to report in respect of the following matters in – Enquires of management whether there were any litigations and relation to which the Companies Act 2006 requires us to report to you claims; if, in our opinion: – Our understanding of the Company and the industry in which it – adequate accounting records have not been kept, or returns operates; adequate for our audit have not been received from branches not – Discussion with management and those charged with visited by us; or governance; and – the financial statements and the part of the Directors’ – Obtaining an understanding of the Company’s policies and remuneration report to be audited are not in agreement with the procedures regarding compliance with laws and regulations. accounting records and returns; or – certain disclosures of Directors’ remuneration specified by law are We considered the significant laws and regulations to be Companies not made; or Act 2006, the FCA listing and DTR rules, the principles of the AIC Code of Corporate Governance, industry practice represented by the AIC – we have not received all the information and explanations we SORP, the applicable accounting framework, and qualification as an require for our audit. Investment Trust under UK tax legislation as any non-compliance of this would lead to the Company losing various deductions and Responsibilities of Directors exemptions from corporation tax. As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial Our procedures in respect of the above included: statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary – Enquires of management whether there were any litigations and to enable the preparation of financial statements that are free from claims; material misstatement, whether due to fraud or error. – Agreement of the financial statement disclosures to underlying In preparing the financial statements, the Directors are responsible supporting documentation; for assessing the Company’s ability to continue as a going concern, – Enquiries of management and those charged with governance disclosing, as applicable, matters related to going concern and using relating to the existence of any non-compliance with laws and the going concern basis of accounting unless the Directors either regulations; intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. – 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.    Independent Auditor's Report to the Members of Temple Bar Investment Trust Plc continued 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 - Performed a review of unadjusted audit differences, if any, 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). 74 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025    ## Financial Report    # Statement of Comprehensive Income | | Notes | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £000 | Capital £000 | Total £000 | Revenue £000 | Capital £000 | Total £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** | 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. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 77 # Statement of Changes in Equity | | Notes | Called-up share capital £'000 | Share premium account £'000 | Capital reserves £'000 | Revenue reserve £'000 | Total equity £'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 treasury | | – | – | (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 bought back for treasury | | – | – | (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** | 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. 78 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 # Statement of Financial Position | | Notes | 31 December 2025 | | 31 December 2024 | | | --- | --- | --- | --- | --- | --- | | | | £'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^{1}** | 18 | | **373.4p** | | **291.1p** | $^{1}$ Alternative Performance Measure – See glossary of terms beginning on page 103 for definition and more information. 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 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 79 # Statement of Cash Flows | | Notes | 31 December 2025 | | 31 December 2024 | | | --- | --- | --- | --- | --- | --- | | | | £'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** | The notes on pages 81 to 95 form an integral part of the financial statements. 80 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ## Notes to the Financial Statements General information Presentation of Statement of Comprehensive Income Temple Bar Investment Trust Plc was incorporated in England and Wales In order to better reflect the activities of an investment trust company and in 1926 with the registered number 00214601. in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items The Company carries on the business as an investment trust company of a revenue and capital nature has been presented alongside the within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010. Statement of Comprehensive Income. 1. Principal Accounting Policies Income Basis of accounting Dividend income from investments is recognised when the Company’s right The financial statements have been prepared on a going concern to receive payment has been established, normally the ex-dividend date. basis, under the historical cost convention, modified by the valuation of investments at fair value, prepared in accordance with UK adopted Where the Company has elected to receive its dividends in the form of international accounting standards. 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 annual financial statements have also been prepared in accordance the amount of cash dividend foregone is recognised as a capital gain with the AIC SORP for investment trusts issued by the AIC in July 2022, in the Statement of Comprehensive Income. except to any extent where it is not consistent with the requirements of IFRS. The principal accounting policies adopted by the Company are set Interest income is recognised in line with coupon terms on a time- out below.  are credited to capital or revenue according to their circumstances. All values are rounded to the nearest thousand pounds unless otherwise indicated. Foreign currency The financial statements are prepared in pounds sterling because that Going concern is the currency of the primary economic environment in which the The Directors are required to make an assessment of the Company’s ability Company operates. to continue as a going concern and that the Company has adequate resources to continue in operational existence for 12 months from the The primary objective of the Company is to generate returns in pounds date when these financial statements are approved. 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 In making this assessment, the Directors have considered a wide variety of is evaluated in that currency. Therefore, the Directors consider pounds emerging and current risks to the Company, as well as mitigation sterling as the currency that most faithfully represents the economic 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 Transactions involving foreign currencies are converted at the exchange flows. In making this assessment, the AIFM has considered plausible rate ruling at the date of the transaction. Foreign currency monetary downside scenarios. 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 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 in the Statement of Comprehensive Income. significantly impaired. It was concluded that in a plausible downside scenario, the Company could continue to meet its liabilities. Whilst the Expenses economic future is uncertain, the opinion of the Directors is that no All expenses are accounted for on the accruals basis. In respect of the foreseeable downside scenario would be to a level which would threaten analysis between revenue and capital items presented within the the Company’s ability to continue to meet its liabilities as they fall due. Statement of Comprehensive Income, all expenses have been presented as revenue items except as follows: Based on the information available to the Directors at the time of this report, transaction costs which are incurred on the purchases or sales of including the results of the stress tests and scenario analyses, and having investments designated as fair value through profit or loss are taken account of the liquidity of the investment portfolio, the Company’s expensed to capital in the Statement of Comprehensive Income; and cash flow and borrowing position (see notes 8 and 15 for further details on borrowings), the Directors are satisfied that the Company has adequate expenses are split and presented partly as capital items where a financial resources to continue in operation for 12 months from the date connection with the maintenance or enhancement of the value of of signing of these financial statements and that, accordingly, it is the investments held can be demonstrated and, accordingly, the appropriate to adopt the going concern basis. 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 Financial instruments Taxation The Company classifies its financial assets as subsequently measured at The tax expense represents the sum of the current tax expense. The tax amortised cost or measured at fair value through profit or loss on the basis currently payable is based on the taxable profit for the year. The taxable of its business model for managing the financial assets and the contractual  cash flow characteristics of the financial asset. Financial assets are Comprehensive Income because it excludes items of income or expense measured at fair value through profit or loss if their contractual terms do that are taxable or deductible in other years and it further excludes items not give rise to cash flows on specified dates that are solely payments of that are never taxable or deductible. The Company’s liability for current principal and interest and at amortised cost if they do. Financial assets and tax is calculated using a blended rate as applicable throughout the year. financial liabilities are recognised in the Statement of Financial Position when the Company becomes party to the contractual provisions of the 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 amounts and interest and intends to settle on a net basis. A financial asset Income is the ‘marginal basis’. Under this basis, if taxable income is 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 income statement, then no tax relief is transferred to the capital column. a financial liability is derecognised when the obligation under the liability is discharged, cancelled or expired.  between the carrying amounts of assets and liabilities in the financial Investments statements and the corresponding tax bases used in the computation of Equity investments are held at fair value through profit or loss as they fail taxable profit and is accounted for using the balance sheet liability the contractual cash flows test under IFRS 9. Debt instruments that pass method. Deferred tax liabilities are recognised for all taxable temporary 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 probable that taxable profits will be available against which deductible gains and are therefore classified as fair value through profit or loss.  Upon initial recognition, investments are measured at fair value . Gains Deferred tax is calculated at the enacted tax rate that is expected to apply or losses on investments measured at fair value through profit or loss in the period when the liability is settled or the asset is realised. Deferred are included in net profit or loss as a capital item and transaction costs on tax is charged or credited in the revenue return of the Statement of acquisition or disposal of investments are expensed. For investments Comprehensive Income, except when it relates to items charged or credited that are actively traded in organised financial markets, fair value is directly to equity, in which case the deferred tax is also dealt with in equity. determined by reference to stock exchange quoted market bid prices at the close of business on the year-end date. Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. 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.  Irrecoverable withholding tax is recognised on any overseas dividends on an accruals basis using the applicable rate for the country of origin.    1. Principal Accounting Policies continued 2. Significant Accounting Judgements, Estimates and Assumptions Financial liabilities and equity instruments There are no significant judgements, estimates or assumptions involved Financial liabilities and equity instruments are classified according in the presentation of the Company’s accounts, other than the judgement to the substance of the contractual arrangements entered into. An on the functional and presentational currency of the Company as set equity instrument is any contract that evidences a residual interest in out in the preceding note.  3. Adoption of New and Revised Standards New standards, Interest bearing borrowings interpretations and amendments adopted from 1 January 2025 Interest bearing borrowings, being the debenture stock and loans issued There are no new standards impacting the Company that have had a by the Company, are initially recognised at a fair value equivalent to the  proceeds received net of issue costs associated with the borrowings. 31 December 2025 .    Standards issued but not yet eective IFRS 18 – Presentation and disclosure in financial statements When calculating the NAV with debt at fair value the fair value of the private  placement loans is determined using discounted cash flow techniques IAS 1 Presentation of Financial Statements. IFRS 18 introduces new which utilise inputs including interest rates obtained from comparable requirements for presentation within the statement of profit or loss, loans in the market. including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of Equity dividends payable profit or loss into one of five categories: operating, investing, Equity dividends payable are recognised when the shareholders’ right to financing, income taxes and discontinued operations, whereof the receive payment is established. For interim dividends this is when they are first three are new. It also requires disclosure of newly defined paid and for final dividends this is when they are approved by shareholders. management defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified Cash and cash equivalents ‘roles’ of the primary financial statements and the notes. 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. 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 carrying value of these assets approximates their fair value. the Company. 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.    Notes to the Financial Statements continued | 4. Income | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | **Investment Income** | | | | | | | | UK dividends | 28,140 | – | 28,140 | 24,718 | – | 24,718 | | Overseas dividends | 16,616 | – | 16,616 | 13,917 | – | 13,917 | | Interest from fixed-interest securities | 287 | – | 287 | 297 | – | 297 | | | **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** | During the year ended 31 December 2025, the Company received no special dividends (2024: £nil). ## 5. Segmental Reporting The Directors are of the opinion that the Company is engaged in a single segment of business being investment business. | 6. Portfolio Management Fee | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'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** | 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 £937,000 (2024: £728,000) was payable to Redwheel in relation to the management fees. 84 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 | 7. Other Expenses | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Transaction costs on fair value through profit or loss assets^{1} | – | 947 | 947 | – | 386 | 386 | | Directors' fees (see Report on Directors' Remuneration beginning on page 60) | 171 | – | 171 | 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^{2} | 58 | – | 58 | 56 | – | 56 | | Depository fee | 109 | – | 109 | 96 | – | 96 | | Other expenses | 582 | – | 582 | 514 | – | 514 | | | **1,541** | **1,569** | **3,110** | **1,419** | **885** | **2,304** | All expenses are inclusive of VAT where applicable. $^{1}$ 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 (2024: £37,000). $^{2}$ During the year audit fees of £48,100 (2024: £46,500) (excluding VAT) were due to the Auditor. | 8. Finance Costs | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | 4.05% Private Placement Loan 2028 | 823 | 1,234 | 2,057 | 823 | 1,233 | 2,056 | | 2.99% Private Placement Loan 2047 | 301 | 451 | 752 | 300 | 451 | 751 | | **Total finance costs** | **1,124** | **1,685** | **2,809** | **1,123** | **1,684** | **2,807** | The amortisation of the loan issue costs is calculated using the effective interest method. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 85 Notes to the Financial Statements continued | 9. Taxation The Company has no corporation tax liability for the year ended 31 December 2025 (2024: nil). | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | **Analysis of charge for the year:** | | | | | | | | Overseas withholding tax suffered | 1,777 | – | 1,777 | 1,488 | – | 1,488 | | | **1,777** | **–** | **1,777** | **1,488** | **–** | **1,488** | The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows: | | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | **Profit before taxation** | 41,046 | 237,444 | 278,490 | **35,311** | **105,723** | **141,034** | | Tax at UK corporation tax rate of 25% (2024: 25%) | 10,261 | 59,360 | 69,621 | 8,828 | 26,430 | 35,258 | | Tax effects of: | | | | | | | | Non-taxable gains on investments^{1} | – | (60,678) | (60,678) | – | (27,496) | (27,496) | | Disallowed expenses | – | 237 | 237 | – | 96 | 96 | | Non-taxable UK dividends | (7,035) | – | (7,035) | (6,180) | – | (6,180) | | Overseas withholding tax suffered | 1,777 | – | 1,777 | 1,488 | – | 1,488 | | Non-taxable overseas dividends | (4,154) | – | (4,154) | (3,479) | – | (3,479) | | Excess management expenses | 928 | 1,081 | 2,009 | 831 | 970 | 1,801 | | **Total tax charge for the year** | **1,777** | **–** | **1,777** | **1,488** | **–** | **1,488** | $^{1}$ Investment trusts are not subject to corporation tax on these items. 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 £144,747,000 (2024: £137,227,000). The Company is not expected to generate sufficient taxable income in the near future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses. 86 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 | 10. Dividends | 2025 £'000 | 2024 £'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 (2024: Fourth interim dividend for year ended 31 December 2023 of 2.5p per share) | 8,538 | 7,212 | | Interim dividends for year ended 31 December 2025 of three payments of 3.75p per share (2024: One payment of 2.5p, one payment of 2.75p and 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 3.75p (Fourth interim dividend 2024: 3.0p per share) | 11,146 | 8,538 | 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. | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Interim dividends (three) | 32,111 | 23,605 | | Fourth interim dividend for year ended 31 December 2025 of 3.75p (2024: 3.0p) per share | 11,146 | 8,538 | | | **43,257** | **32,143** | | 11. Earnings per Share | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue | Capital | Total | Revenue | Capital | Total | | **Basic and diluted** | | | | | | | | Profit for the year (£000's) | 39,269 | 237,444 | 276,713 | 33,823 | 105,723 | 139,546 | | Weighted average number of ordinary shares | | | 285,271,120 | | | 286,995,073 | | **Earnings per ordinary share (pence)** | **13.8** | **83.2** | **97.0** | **11.8** | **36.8** | **48.6** | Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 87 Notes to the Financial Statements continued | 12. Investments (a) Investment portfolio summary | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Quoted equities £'000 | Debt securities £'000 | Total £'000 | Quoted equities £'000 | Debt securities £'000 | Total £'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 | 304,981 | 21,026 | 326,007 | 100,405 | 8,018 | 108,423 | | Sales proceeds | (314,262) | (10,794) | (325,056) | (106,870) | (17,447) | (124,317) | | 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 | 72,079 | (62) | 72,017 | | **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 | 764,962 | 4,203 | 769,165 | | 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** | The Company received £325,056,000 (2024: £124,317,000) from investments sold in the year. The book cost of these investments when 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. 88 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 | **13. Receivables** | **2025** | **2024** | | --- | --- | --- | | | **£'000** | **£'000** | | Accrued income | 3,355 | 1,424 | | Other receivables | 979 | 635 | | | **4,334** | **2,059** | Accrued income includes dividends and fixed-interest income. | **14. Current Liabilities** | **2025** | **2024** | | --- | --- | --- | | | **£'000** | **£'000** | | Accruals | 1,998 | 1,711 | | Due to broker | – | 1 | | | **1,998** | **1,712** | Accruals include the interest payable on borrowings amount to £800,000 (2024: £800,000). | **15. Borrowings** | **2025** | **2024** | | --- | --- | --- | | | **£'000** | **£'000** | | **Interest bearing borrowings** | | | | Amounts payable after more than one year: | | | | 4.05% Private Placement Loan 2028^{1} | 49,914 | 49,882 | | 2.99% Private Placement Loan 2047^{1} | 24,904 | 24,899 | | **Total** | **74,818** | **74,781** | | | **2025** | **2024** | | --- | --- | --- | | | **£'000** | **£'000** | | Opening balance as per the Statement of Financial Position | 74,781 | 74,744 | | Interest movement | (2,772) | (2,770) | | Finance costs for the year as per the Statement of Comprehensive Income | 2,809 | 2,807 | | **Closing balance as per the Statement of Financial Position** | **74,818** | **74,781** | 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, on 24 October 2047. See note 20 beginning on page 91, for the disclosure and fair value categorisation of the financial liabilities. $^{1}$ The 4.05% and 2.99% Private Placement Loans contain the following principal financial or other covenants with which failure to comply could necessitate the early repayment of the loan. These were all complied with during the current and previous year: - net tangible assets of at least £275 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 - prior approval by the note holder of any change in the Company's investment objective and policy Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 89 Notes to the Financial Statements continued | 16. Ordinary Share Capital | 2025 Number of shares | 2024 Number of shares | | --- | --- | --- | | **As at 1 January** | **285,395,624** | **290,612,881** | | Purchase of shares into treasury | (791,246) | (5,217,257) | | Sale of shares from treasury | 5,045,000 | – | | **As at year-end:** | | | | **In circulation** | **289,649,378** | **285,395,624** | | In Treasury | 44,714,447 | 48,968,201 | | Listed | 334,363,825 | 334,363,825 | | **Nominal Value of 5p ordinary shares (£'000)** | **16,719** | **16,719** | During the year, the Company bought back ordinary shares at a cost of £2,171,000 (Year ended 31 December 2024: £12,708,000). During the year, the Company reissued ordinary shares from treasury for £18,574,000 (Year ended 31 December 2024: £Nil). #### 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 (31 December 2024: £816,725,000) and 289,649,378 (31 December 2024: 285,395,624) shares being the number of shares in issue at the year-end. The NAV per share with debt at fair value is based on the net assets attributable to the equity shareholders, adjusted for the difference between the 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 4.2p per share (31 December 2024: increase of £14,039,000 or 4.9p per share). 90 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ## 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 62 for details of Directors' shareholdings. At 31 December 2025, there was Enil (2024: Enil) 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 at each meeting it receives sufficient financial and statistical information 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 the potential loss the Company might suffer through holding market positions in the face of price movements. The Company's borrowings have the effect of increasing the market risk faced by shareholders. ### 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 £12,782,000 (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 Loan, which are repayable in 2028 and 2047 respectively, pay interest at 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 3.7% (2024: 3.7%) per annum. The fair value of the loans will vary with 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 can be affected by exchange rate movements as some of the Company's 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: - movements in rates that would affect the value of investments; and Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 91 ## Notes to the Financial Statements continued 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. | | 2025 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Investments £'000 | Cash £'000 | Receivables £'000 | Payables £'000 | Borrowings £'000 | Total £'000 | | Euro | 132,437 | – | 446 | – | – | 132,883 | | US Dollar | 65,401 | – | 486 | – | – | 65,887 | | Hong Kong Dollar | 18,404 | – | – | – | – | 18,404 | | Japanese Yen | 17,462 | – | – | – | – | 17,462 | | South Korean Won | 51,679 | – | – | – | – | 51,679 | | Pounds Sterling | 843,509 | 12,782 | 3,402 | (1,998) | (74,818) | 782,877 | | | **1,128,892** | **12,782** | **4,334** | **(1,998)** | **(74,818)** | **1,069,192** | | | 2024 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Investments £'000 | Cash £'000 | Receivables £'000 | Payables £'000 | Borrowings £'000 | Total £'000 | | Euro | 118,002 | – | – | – | – | 118,002 | | US Dollar | 43,033 | – | 200 | – | – | 43,233 | | Canadian Dollar | 8,587 | – | – | – | – | 8,587 | | Hong Kong Dollar | 10,554 | – | – | – | – | 10,554 | | Japanese Yen | 13,992 | – | – | – | – | 13,992 | | Pounds Sterling | 690,637 | 6,354 | 1,859 | (1,712) | (74,781) | 622,357 | | | **884,805** | **6,354** | **2,059** | **(1,712)** | **(74,781)** | **816,725** | | Foreign currency sensitivity | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | £'000 | £'000 | £'000 | £'000 | | **Projected movement** | **+10%** | **-10%** | **+10%** | **-10%** | | Effect on net assets for the year | (26,029) | 31,813 | (17,851) | 21,374 | 92 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 ## 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 (2024: 20% negative £177.0 million). If the investment portfolio valuation rose by 20% at 31 December 2025, the impact on the profit or loss and net assets would have been positive £225.8 million (2024: 20% positive £177.0 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. | | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | Amortised cost £'000 | Fair value £'000 | Amortised cost £'000 | Fair value £'000 | | **Assets at fair value through profit or loss** | – | 1,128,892 | – | 884,805 | | **Cash** | 12,782 | 12,782 | 6,354 | 6,354 | | **Receivables and Payables** | | | | | | Investment income receivable | 3,355 | 3,355 | 1,424 | 1,424 | | Other receivables | 979 | 979 | 635 | 635 | | Payables | (1,998) | (1,998) | (1,712) | (1,712) | | **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) | The 4.05% Private Placement Loan 2028 and the 2.99% Private Placement Loan 2047 do not have prices quoted on an active market, however their fair values have been calculated using observable inputs. As such they have been classified as Level 2 instruments (2024: Level 2). Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 93 Notes to the Financial Statements continued # **Liquidity risk exposure** This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. 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: | | 2025 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Three months or less £'000 | Not more than one year £'000 | More than one year but not more than two years £'000 | More than two years but not more than three years £'000 | More than three years £'000 | Total £'000 | | Loan Interest due | 1,012 | 1,760 | 2,772 | 2,772 | 14,203 | **22,519** | | Loan principle | – | – | – | – | – | – | | Accruals | 1,198 | – | – | – | – | – | | | 2024 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Three months or less £'000 | Not more than one year £'000 | More than one year but not more than two years £'000 | More than two years but not more than three years £'000 | More than Total £'000 | £'000 | | Loan Interest due | 1,012 | 1,760 | 2,772 | 2,772 | 16,975 | **25,291** | | Loan principle | – | – | – | – | 75,000 | **75,000** | | Accruals | 912 | – | – | – | – | **912** | 94 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 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    # Notice of Annual General Meeting ![img-6.jpeg](img-6.jpeg) 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 100th 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 therein). 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. 9. To re-appoint BDO LLP as the Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next 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 2027 (unless previously renewed, varied, revoked or extended by the Company in general meeting), save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted after such expiry, and the Directors may allot ordinary shares in pursuance of such offers or agreements as if the authority conferred by this resolution had not expired. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 97 Notice of Annual General Meeting continued 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 general meeting), save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted after such expiry, and the Directors may allot ordinary shares in pursuance of such offers or agreements as if the authority 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 15. 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 time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired. 16. 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 may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired. This resolution is in addition to the authority granted pursuant to, but without prejudice to that granted to, the Directors in Resolution 15 above. 17. 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 Official List for the five business days immediately preceding the date on which the ordinary shares are purchased; and 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 will or may be executed wholly or partly after the expiry of such authority. 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 Registered Office: 25 Southampton Buildings London WC2A 1AL 98 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 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.    Notice of Annual General Meeting continued ## 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 ceasing to hold office since the previous 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 would, if passed, be ineffective; (b) it is defamatory of any person; or (c) it is 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 18 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 of business received by the Company after the date of this Notice will be 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 on any weekday (public holidays excepted) at the registered office of the Company from the date of this Notice until the date of the AGM and at the place of the Meeting from 11.15 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. 100 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 # 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.halifaxsharedaling-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. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 101 ## Corporate Information | Directors | Depositary, Bankers and Custodian | | --- | --- | | Charles Cade – Chair | The Bank of New York Mellon (International) Limited | | Carolyn Sims – Chair of the Audit and Risk Committee | One Canada Square | | Dr. Shefaly Yogendra – Senior Independent Director and Chair of the | London E14 5AL | Nomination Committee Nick Bannerman Independent Auditor Wendy Colquhoun – Chair of the Management Engagement Committee BDO LLP 55 Baker Street Registered Oice London W1U 7EU 25 Southampton Buildings London WC2A 1AL Registrar Equiniti Limited Company Registration Number Highdown House 00214601 (Registered in England) Yeoman Way Worthing Website West Sussex BN99 3HH www.templebarinvestments.co.uk 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 SCAN ME public holidays in England and Wales). Portfolio Manager Notifications of changes of address and enquiries regarding share certificates RWC Asset Management LLP or dividend cheques should be made in writing to the Registrars quoting Verde 4th Floor your shareholder reference number. 10 Bressenden Place London SW1E 5DH Telephone: 0207 227 6000 Registered shareholders can obtain further details of their holdings on Website: www.redwheel.com the internet by visiting www.shareview.co.uk 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. 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    # 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* A description of the difference between the share price and the net asset 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. ## 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 which is not affected by movements in discounts/premiums. | | Year to 31 December 2025 (p) | Year to 31 December 2024 (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%** | ## Net Gearing Total assets (less cash and cash equivalents) divided by shareholders’ funds expressed as a percentage. ## 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 31 December 2025 (p) | Year to 31 December 2024 (p) | | --- | --- | --- | | Investment management fee | 3,358 | 2,819 | | Other expenses (excluding transaction costs) | 2,163 | 1,918 | | Less: one off legal and 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%** | * Alternative Performance Measure. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 103 Glossary of Terms continued # **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. # **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 31 December 2025 (p) | Year to 31 December 2024 (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%** | # **Value Investing** An investment strategy that aims to identify undervalued 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. \* Alternative Performance Measure. 104 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2025 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. Temple Bar Investment Trust Plc  25 Southampton Buildings London WC2A 1AL www.templebarinvestments.co.uk A member of the Association of Investment Companies Portfolio Manager RWC Asset Management LLP Verde 4th Floor 10 Bressenden Place London SW1E 5DH www.redwheel.com