1
Annual
Report
2025
For the year ended 31 December 2025
Financial
Highlights and
Key Performance
Data
See pages 2 and 3
A Distinctive
Multi-Manager
Approach –
Information about
our Stock Pickers
and Portfolio
See pages 16 to 18
Have Your Say –
Arrangements
for the AGM and
How to Vote
See pages 124 to 135
Contents
About Us 1
Strategic Report 2
Our Performance 2
Chair’s Statement 4
Investment Manager’s Report 7
Our Stock Pickers 16
Summary of Portfolio 18
Dividend 19
Ongoing Charges and Discount 20
What We Do 21
How We Manage Our Risks 24
Stakeholder Engagement 27
Directors’ Report 30
Independent Auditor’s Report 70
Financial Statements 80
Additional Information 108
Investment Portfolio 109
Ten-Year Record 115
Alternative Performance Measures 116
Glossary of Terms 118
Company and Shareholder Information 121
Annual General Meeting 124
“In the long run,
fundamentals drive share
prices, and it is our belief
that our portfolio is strong in
that regard and represents
a significant store of value
relative to that of the index.”
Dean Buckley, Chair
See pages 4 to 6
Our
Investment
Manager’s Review
of the Year
See pages 7 to 15
1
Visit our website at www.alliancewitan.com
Investment
Objective:
The Company’s objective is to
be a core investment for investors
that delivers a real return over the
long term through a combination of
capital growth and a rising dividend.
The Company invests primarily in
global equities across a wide
range of different sectors and
industries to achieve
its objective.
A portfolio to buy, hold
and forget about as it
compounds in value
If you had invested £100 in
the Company at the start of
1968 and you had reinvested
your dividends in additional
shares, you would have
shares worth £34,642 at
the end of 2025. If you did
not participate in dividend
re-investment you would
have shares worth £7,631.
About Us
Alliance Witan PLC is a FTSE 100 investment trust formed from the
combination in 2024 of Alliance Trust and Witan Investment Trust (‘Witan’),
founded in 1888 and 1909 respectively. We aim to deliver long term growth
in capital and income through investing in the world’s major stock markets.
Ourportfolio is designed to be a core investment for retail investors and
professionally advised private clients.
Focused stock picking
Alliance Witan’s portfolio uses
a distinctive multi-manager
approach. Eleven elite fund
managers (‘Stock Pickers’) with
complementary investment
styles each choose no more
than 20 stocks* from around the
world that are expected to have
the highest return potential.
* Apart from GQG Partners, which also manages
a dedicated emerging markets mandate with
up to 60 stocks.
A one-stop shop for
globalshares
The combination of diversified
and high conviction stocks offers
investors a unique global equities
portfolio at a competitive cost.
The amount of money allocated
to each Stock Picker is actively
managed to ensure the
portfolio stays balanced across
geographies, sectors and styles.
If any Stock Picker is no longer
performing as it should, it can
be seamlessly replaced without
disrupting the whole portfolio.
Find Your Comfort Zone
We take the stress out of investing in equities,
providing you with a comfortable balance between
return and risk.
We know investors want good returns but without
chasing a particular style or manager. That is exactly
what we aim to provide – a hard-working foundation
for your portfolio. A diversified investment strategy that
puts your mind at ease by focusing on the destination
and asmoother journey.
Strategic Report
Financial highlights as at 31 December 2025
Our Performance
1. Alternative Performance Measure – see page 116 for further information.
Notes:
NAV per Share including income with debt at fair value.
NAV Total Return based on NAV including income with debt at fair value and after all costs.
Source: Morningstar and Juniper Partners Limited (‘Juniper’).
Net Asset Value
(‘NAV’) per Share
Share Price
1,282.0p
(2024: 1,244.0p)
1,337.2p
(2024: 1,304.9p)
Share Price
Total Return
1
+5.4%
(2024: +14.3%)
NAV Total Return
1
+4.7
%
(2024: +13.3%)
Discount to NAV
1
-4.1%
(2024: -4.7%)
Total Dividend
per Share
28.32p
(2024: 26.70p)
2
Strategic Report
Net Assets
Earnings per Share
(Revenue)
£5.1bn
(2024: £5.2bn)
18.5p
(2024: 17.3p)
NAV Total Return (%)
1
This measures the performance of our assets. It
combines any change in the NAV with dividends
paid by the Company.
4.7
57.1
72.7
13.9
Source: Morningstar and MSCI Inc.
NAV Total Return based on NAV including income
with debt at fair value and after all costs.
Alliance Witan
MSCI ACWI
44.3
58.9
232.0
190.1
1 year 3 years
5 years 10 years*
50
100
150
200
250
Share Price Total Return (%)
1
This demonstrates the return our shareholders
have received through share price capital
returns and dividends paid by the Company.
13.9
57.1
72.7
5.4
Source: Morningstar and MSCI Inc.
Alliance Witan
MSCI ACWI
44.8
58.9
232.0
205.3
1 year 3 years
5 years 10 years*
50
100
150
200
250
Comparison against Peers (%)
This shows our NAV Total Return against the
Total Return of the Morningstar universe of
UK retail global equity funds (open-ended and
closed-ended) and the AIC Global Sector.
11.3
36.8
35.8
4.7
6.8
Source: Morningstar and the AIC2.
Alliance Witan
Morningstar Peer Group Median
50
100
150
200
250
41.1
50.1
172.3
1 year 3 years
5 years 10 years*
AIC Global Sector Average NAV Total Return (unweighted)
213.7
188.8
58.9
44.3
NAV per Share (pence)
This shows the value per share of the investments
held by the Company less its liabilities
(primarily borrowings).
1,304.9
1,337.2
Source: Juniper.
Net Asset Value includes income and debt at fair value.
20222021 2023
2024
1,090.0
989.5
2025
1,175.1
200
400
600
800
1000
1200
1400
3
Learn more about
the portfolio and
performance
1. Alternative Performance Measure – see page 116 for further information.
2. The Association of Investment Companies.
* Includes performance prior to Willis Towers Watson (‘WTW’) appointment as Investment Manager on 1 April 2017.
Strategic Report
Chair’s Statement
• Another strong year for equities
• Net Asset Value return of 4.7%
• 59
th
consecutive annual
dividend increase
• Board fully engaged with WTW
on improving performance
Dear Shareholder,
2025 was a demanding but ultimately rewarding
year for investors in global equities, marked
by heightened geopolitical tensions, regional
rotations away from the US and intensification
of the debate around the valuation of artificial
intelligence (‘AI’) related stocks. Against this
backdrop, your Company delivered a NAV
return of 4.7% and a share price total return of
5.4%, compared with a return of 13.9% for our
benchmark, the MSCI All Country World Index
(‘MSCI ACWI’), in sterling terms.
This represents a second year in which we
have not fully kept up with extremely strong
index returns and that has negatively impacted
longer term relative returns. Nevertheless, we
still have a strong track record of delivering
attractive absolute returns over the long
term and a rising dividend, while maintaining
a disciplined approach to diversification and
risk management. Your Board recognises that
relative underperformance is disappointing
and is fully engaged with the Investment
Manager on seeking to improve performance
for shareholders over the long term.
It is perhaps worth noting that many active
global managers have struggled to outperform
concentrated markets, which have been
driven to a large extent by passive money
flows and sentiment around AI. Fundamentals
and valuations ultimately drive share prices,
and it is our belief that our portfolio is strong
on both counts and represents a significant
store of value relative to that of the index.
You can read a more detailed explanation of
performance in the Investment Manager’s
commentary starting on page 7.
The Board remains confident that our global
multi-manager investment proposition will
deliver strong, above benchmark returns to
shareholders in the long run.
Dividend increased for the 59
th
consecutive year
The Board declared a fourth interim dividend
of 7.08p per share on 27 January 2026,
resulting in a full year dividend of 28.32p,
an increase of 6.1% on the prior year.
4
“TheBoardremainsconfidentthatourglobalmulti-manager
investmentpropositionwilldeliverstrong,abovebenchmark
returnstoshareholdersinthelongrun”
Dean Buckley
Chair
1. Percentage based on the Company’s issued share capital (excluding shares held in Treasury)
as at 31 December 2025.
5
2025’s increase marks the 59th consecutive
annual rise, which is one of the longest track
records in the investment trust industry.
Dividends are well supported by revenue and
reserves, and the Board is confident annual
dividend increases can continue well into
the future.
Narrowing discount
The Company’s shares continued to trade at
a relatively modest discount to NAV during
the year, narrower than the averages seen
across much of the investment trust sector,
which continues to trade on unusually wide
discounts by historical standards. The enlarged
size of the Company, now a FTSE 100
company after the combination with Witan
in October 2024, enhances liquidity and
provides a strong platform from which to grow
the shareholder base.
Your Board remains committed to maintaining
the share price trading close to NAV. We will
continue to use share buybacks as appropriate
to support the management of the discount.
During 2025, the Company bought back
17.8 million shares (4.7% of shares in issue
1
),
versus 4.7 million repurchased in 2024. These
share repurchases were modestly accretive to
shareholder returns. The shares bought back
during the year were placed in Treasury and can
be reissued by the Company at a premium to
estimated NAV when there is market demand.
Raising our profile
Share repurchases are one of the tools available
to the Board to keep the discount stable.
Effective promotion is another, and I am pleased
to report that the Company won four awards
for marketing in 2025, including two from
the Association of Investment Companies for
shareholder communications, best website
and best generalist annual report. The other
two were from the Financial Services Forum
for “Most Effective Integrated B2C Campaign”
and the Gramercy Institute for our website.
While investment performance will ultimately
determine the attractiveness of our shares,
good marketing can help build familiarity and
confidence in our proposition.
Board changes
As announced on 16 July 2025 and mentioned
in my Chair’s Interim Statement, Vicky Hastings
stepped down as a Director of the Company
with effect from 31 July 2025.
In addition, and as announced on
11 September 2025, Andrew Ross stepped
down as a Director of the Company with
effect from 31 December 2025.
On behalf of the Board, I would like to thank
both Vicky and Andrew for their significant
contributions to the Company.
Annual General Meeting
The Board looks forward to being able to
meet shareholders again at this year’s Annual
General Meeting (‘AGM’), which will be held
on Wednesday, 29 April 2026 at 3.00pm at
the office of our Investment Manager: WTW,
51 Lime Street, London, EC3M 7DQ.
Dean Buckley
Chair
Strategic Report
6
If you wish to attend the AGM in person, please
register using the QR code at the end of this
statement and we ask that you please bring a
form of photo identification with you to gain
entry to the venue. For those shareholders who
are not able to attend in person, we will be
live streaming the event. As well as the formal
business of the meeting, there will be an investor
forum afterwards featuring two of our Stock
Pickers, Artisan Partners and Brown Advisory,
as well as members of WTW’s investment team.
There will be another in-person investor forum
in Scotland in the autumn. In accordance with
our plan to alternate the location of the AGM
each year between Scotland and London, the
AGM will return to Dundee in 2027.
The Board would strongly encourage
shareholders to use the opportunity to have
their say and use their vote at the AGM. Further
information on the arrangements for the AGM,
including information on how to vote either
directly through the Registrar or though different
platforms, is on pages 124 to 135.
Keep up to date
The Company’s website provides timely updates
to shareholders. Therefore, I would encourage
you to visit the website which contains a
vast amount of information on investment
performance, details of shareholder meetings and
investor forums, monthly factsheets, quarterly
newsletters, and Stock Picker updates, as well as
the Annual and Interim Reports. Since last year,
we have also added a new section of educational
materials designed to help build confidence
among novice investors. To the same end, we
will also be participating in the government’s
marketing campaign to persuade more people
in the UK to move beyond cash savings into
investing. The QR codes on this page will take
you directly to the appropriate section on the
website, where you can also subscribe to receive
these updates direct to your email.
As always, the Board welcomes communication
from shareholders and I can be contacted
through Juniper, the Company Secretary, at
investor@alliancewitan.com.
Outlook
At the start of 2026, equity markets were already
unsettled by the potentially disruptive impact of
AI on various industries, such as software. And,
at the time of writing, events in the Middle East
have further clouded the outlook for share prices.
In the short-term, our investment manager
expects to see a continued period of volatility as
markets react to developments. But the longer-
term impact will depend on the duration and
resolution of the conflict.
Alliance Witan’s scale, diversified multi-manager
structure, active discount management and
track record of delivering a growing dividend
give your Board confidence that the Company
is well placed to continue meeting its objective
of delivering a real return for shareholders over
the long term. On behalf of the Board, I would
like to thank our shareholders for their continued
support, and our Investment Manager, Stock
Pickers and advisers for their hard work through
another challenging year in global markets.
I look forward to meeting as many of you as
possible at the AGM in London or the next
investor forum in Scotland.
Dean Buckley
Chair
5 March 2026
How to buy
Register to
attend the AGM
7
Another strong year for stock markets
Despite disruption to world trade from tariffs
and a tumultuous geopolitical backdrop, global
equity markets posted a third consecutive year of
double-digit gains in 2025, supported by resilient
economic growth and rising corporate earnings.
Unlike in previous years, market performance
was not led by the US; several other large
markets, including the UK and Europe, saw even
stronger gains. After a decade in the doldrums,
emerging markets also outperformed the US,
with stand-out gains in South Korea.
The underperformance of the US versus the
rest of the world, exacerbated for sterling
investors by the weakness of the dollar,
signalled growing caution about high US
valuations, the concentration of returns
in mega-cap technology stocks and the
unpredictability of economic and foreign
policy under President Trump.
US shows remarkable resilience
Even so, the US still managed a 10% gain
in sterling. The US government may have
experienced its longest shutdown on record
last year, but it failed to halt the domestic
economy or the advance of US equities, which
still account for over 60% of global stock
market capitalisation.
Returns by global sector were led by
communication services, where companies
such as Reddit and Spotify reside, followed by
materials stocks, including mining companies,
financials, and technology stocks such as
Nvidia. Real estate, consumer discretionary,
and consumer staples stocks were the laggards.
In terms of returns by style, growth and value
stocks performed equally well globally but in
the US growth outperformed value and vice
versa outside the US. Quality stocks continued
to be ignored, despite strong fundamentals.
Portfolio lags concentrated index
Our portfolio’s NAV increased by 4.7%. Share
price returns were slightly higher at 5.4%, due
to a narrowing of the discount, thus continuing
to compound long term shareholder returns,
albeit at a slower pace than the previous two
years. Cumulative shareholder returns have
been 59% over the last five years and 124%
since the adoption of our multi-manager
investment strategy in April 2017. These
numbers are way ahead of inflation, and our
NAV performance over three and five years
is better than the average of our peers in the
AIC global sector (44% and 59% respectively
versus 37% and 36% for the peer group).
Investment
Manager’s Report
Craig Baker
Chair of the Investment
Committee
Strategic Report
8
It’s dangerous to pay too much attention to
short term performance versus the index,
in case it impairs our focus on delivering
long-term real, inflation-adjusted returns.
Still, as an active manager, it’s important to
acknowledge that in 2025 both NAV and
share price returns were significantly behind
the return of our benchmark index, the MSCI
ACWI, which gained 13.9%.
We focus on substance not speculation
Naturally, we would have preferred to keep pace
with the index’s outstanding performance. But,
as we and others have highlighted before, the
unusual concentration of a few US mega-cap
stocks in the index has created distortions that
could rapidly correct if conditions change.
History shows market reversals can often
be sudden, so rather than chase short term
winners, we believe it’s prudent to stay focused
on investing in high-quality, yet undervalued,
companies, diversified by country, sector and
investment style. Not all of them have been
recognised as such by the market yet, but
we’re confident that their strong fundamental
attributes will be rewarded by higher share
prices in the long run.
AI boom was a key driver of market returns
Although we are convinced that AI will result
in profound change in the business world, last
year’s underperformance versus the index in
part reflected a relative lack of exposure to the
cyclical and, in many cases, speculative stocks
that rose the most. These included raw material
stocks and some risky AI-related businesses,
many of which have unproven business models.
For example, Palantir Technologies, which
started out in 2008 as a defence contractor but
now emphasises AI technology, has only ever
had one full year of profitability. Yet its share
price more than doubled last year. The company
may well be the “next big thing”, warranting
the share price surge, but as the FT recently
pointed out, its anticipated growth is “the stuff
of dreams” (FT Aug 25, 2025).
We were also underweight banks, such as
US giants JPMorgan and Goldman Sachs, as
well as some of their European counterparts,
which performed very well, due to a range of
factors including the normalisation of interest
rates which allowed them to earn more on the
wider margin between borrowing and lending.
While some may consider our lighter position
in bank stocks a missed opportunity during
their rally, we maintained this stance because
banks tend to be volatile and unpredictable
over the long run.
Contribution analysis
Contribution to Return year to
31December 2025 %
Benchmark Total Return 13.9
Asset Allocation 0.1
Stock Selection -8.9
Gearing and Cash 0.1
Investment Manager Impact -8.8
Portfolio Total Return 5.1
Share Buybacks 0.2
Fees/Expenses -0.5
NAV inc Income, Debt at Par 4.8
Change in Fair Value of Debt -0.1
NAV inc Income, Debt at Fair Value 4.7
Change in Discount 0.7
Total Shareholder Return 5.4
Source: Performance and attribution data sourced from WTW,
Juniper, MSCI Inc, FactSet and Morningstar as at 31 December 2025.
Percentages may not add due to rounding.
9
Portfolio had stock specific challenges
Diageo, the UK drinks company, was a
significant drag on performance. Indeed,
it was the single biggest detractor.
Owned by Veritas and Metropolis, Diageo’s
share price fell by more 30% amid a range of
concerns including the impact of tariffs and
softer global spirits’ demand. While some argue
that the company’s difficulties are structural,
including declining consumption as Gen Z drink
less than previous generations, our Stock Pickers
believe they are largely cyclical.
Veritas and Metropolis argue that the
sell-off is overdone and that Diageo’s share
price will eventually recover and catch up
with the business’ strong fundamentals,
which include world-class brands and broad
geographic diversification.
They believe the recent appointment of Sir Dave
Lewis as CEO, effective from 1 January 2026,
is a positive development for the company,
and Metropolis argues that his recent decision
to cut the dividend will enable investment in
additional capacity.
In the healthcare sector, UnitedHealth suffered
a deep drawdown and only partial recovery into
the year-end although we continue to hold the
stock in the expectation that it will recover in
the long run. Novo Nordisk, the Danish weight
loss drugs company, was another detractor.
It was sold as competitive pressures on the
company increased.
Top five stock contributors to performance
Stock Sector Country
Average
Active
Weight (%)
Total
Return in
Sterling (%)
Attribution
Effect
Relative to
Benchmark
(%)
Apple Information Technology United States -4.1 1.4 0.5
Ryanair Industrials Ireland 0.8 32.0 0.3
Safran Industrials France 0.8 49.3 0.3
Taiwan
Semiconductor
Information Technology Taiwan 0.6 41.9 0.3
NRG Energy Utilities United States 0.5 65.9 0.2
Bottom five stock detractors to performance
Stock Sector Country
Average
Active
Weight
(%)
Total
Return in
Sterling
(%)
Attribution
Effect
Relative to
Benchmark
(%)
Diageo Consumer Staples United Kingdom 1.4 -34.2 -0.8
NVIDIA Information Technology United States -3.1 29.3 -0.5
Broadcom Information Technology United States -1.4 39.9 -0.4
Alphabet Communication Services United States -0.9 54.1 -0.4
ICON Industrials Ireland 0.2 -43.5 -0.3
Source: WTW
The tables above illustrate the top five contributors and detractors to returns relative to benchmark in 2025. It aims to explain at a stock level which
companies drove relative returns. For example, the Alliance Witan portfolio was underweight relative to benchmark in NVIDIA, Broadcom and Alphabet.
These stocks had very strong returns, which hurt our portfolio’s relative performance. Conversely, being underweight Apple helped our relative performance
given the stock was held in the benchmark but underperformed the index return over the year. Our overweight positions in Ryanair, Safran, Taiwan
Semiconductor and NRG Energy contributed positively to relative returns given their strong performance. The average active weight is the arithmetic simple
average weight of the stock in the portfolio minus the arithmetic simple average weight of the stock in the benchmark over the period.
Strategic Report
10
Dalton added most value
The Stock Picker that added the most value
during 2025 was Dalton, our Japan specialist,
though Artisan, which joined the line up in
September, also made a good start.
The Japanese stock market had a very
strong year in 2025, outperforming global
equities, as the domestic economy continued
to transition from an extended period of
deflation to one of stronger demand and
mild inflation. Dalton’s successful stock
picks included Fuji Media Holdings, a major
Japanese broadcaster whose share price
more than doubled due to the intervention of
activist shareholders, including Dalton, and
subsequent governance changes which raised
expectations that the company will unlock
value and become more shareholder friendly.
Dalton has selective investments in South
Korea and its stake in Samsung Electronics,
also owned by Artisan, was another winning
position, with the share price rising 118% on
the back of explosive demand for memory
chips fuelled by the AI boom.
GQG was biggest detractor
Most of the other Stock Pickers made either
neutral or negative contributions to portfolio
performance, although the biggest drag
on relative returns was GQG. It moved out
of many highly priced AI-related names in
favour of more defensive businesses, fearing
a repeat of the dot.com crash in the early
noughties. GQG says that the market appears
to be betting on a perpetual AI boom, but
its research detected signs of saturation,
oversupply, and unsustainable earnings
dynamics. Nevertheless, with many AI-related
stocks continuing to have strong momentum
through much of the year, GQG’s performance
suffered a sharp reversal.
As the year ended, GQG’s bearish stance
on the valuations of AI stocks was gaining
more supporters, with the Bank of England
among others joining in with warnings about
the potential for a sharp market correction.
It seems that investors are dividing between
those at one extreme who see the sky as the
limit and those at the other who see extremely
expensive stocks on the brink of a collapse.
We believe the truth is probably somewhere
in between, expressed in the portfolio through
selective exposure to what our Stock Pickers
believe are the most promising AI-related
businesses. We own five of the “Magnificent
Seven” stocks, and they remain an important
part of our portfolio, but our exposure is not
as concentrated as that of the MSCI ACWI
because our Stock Pickers are also finding
attractive companies that the market has
left behind. Some of these companies have
suffered from not being tied to the AI narrative,
like Unilever, while the share prices of others
have been disproportionately punished by the
market’s assumption that their business models
will be badly damaged by AI. Companies in
the latter category include Salesforce and
the LSE Group. Our Stock Pickers believe the
market is extrapolating the AI threat beyond
what current fundamentals and competitive
positioning justify, though in both cases AI
has become a convenient narrative hook for
investors to derate the stocks.
Portfolio positioning: Two Stock
Pickerchanges
As well as adding Artisan in place of ARGA,
we substituted Brown Advisory for SGA.
These swaps weren’t directly related to
short-term performance, and the changes
left the balance of the portfolio broadly
unchanged in terms of style exposures.
11
ARGA had some operational issues, and SGA
has been going through some personnel
changes, which reduced our conviction in
the two Stock Pickers. Brown Advisory has
the advantage of bringing more high-quality
companies to the portfolio, while Artisan’s
bias to cheaper US stocks adds greater
diversification in a concentrated market
dominated by large, expensive growth stocks.
Apart from these two Stock Picker changes,
Stock Picker weights were left largely
unchanged, although we did make some
small adjustments to Stock Picker allocations
at the start of 2026 to ensure the portfolio
remained balanced in terms of country and
style exposures.
During 2025, the Stock Pickers’ decisions,
especially GQG’s move into more defensive
companies, meant that the portfolio became
more underweight US large-cap technology
and more overweight the proven, low-risk
companies that the Stock Pickers believe are
significantly undervalued (see table overleaf
showing the largest purchases and sales).
So, in January and February of 2026, to
ensure stock selection remains the key driver
of returns rather than style biases, we took
some money away from Veritas, GQG and
Metropolis, and gave it to Jennison, Sands,
Lyrical and Vulcan. We also increased gross
gearing slightly, from 8.6% to 9.3%. Together,
these reallocations of capital and higher
gearing should, at the margin, help to increase
the portfolio’s sensitivity to the market,
without dramatically changing the shape of
the portfolio.
Our Stock Pickers are all highly skilled
veterans of multiple market cycles and
are consistently executing their long-term
strategies in the way that we expect. Indeed,
their holdings have generally continued
to see good fundamental growth, despite
their share price performance lagging the
benchmark in aggregate. The chart below
shows that last year, the portfolio’s return
was mainly driven by growth in company
fundamentals (as measured by book value).
However, despite that improvement, the
market applied a lower valuation multiple
(i.e. investors were not willing to pay a higher
price relative to the stronger fundamentals).
By contrast, the benchmark’s return came
from a different mix. Its companies, in
aggregate, experienced less growth in book
value. Yet their share prices rose because
investors were willing to pay a higher
valuation multiple.
This matters because over the long term,
share prices are ultimately supported by
growth in underlying company fundamentals,
not by changes in market sentiment. While
valuation multiples can expand or contract
in the short term, sustained growth in book
value and business strength is what tends
to drive durable long-term returns, and the
Alliance Witan portfolio has performed better
on this basis.
Attribution of 2025 returns by growth
of fundamentals
Source: FactSet, MSCI, WTW. Data from 30 April 2017, when WTW was appointed, to
31 December 2025 based on Price to Book. Equity portfolio log return gross of fees, which
excludes the impact of gearing on returns and cost of gearing.
-5%
0%
5%
1
0%
15%
Alliance Witan
(Equity Portfolio Return)
MSCI ACWI
2025
Fundamental Return Multiple Return
Total Return
Source: FactSet, MSCI, WTW. Data from 30 April 2017 to 31 December
2025 based on Book Value. Calculations utilise log returns. Equity
portfolio returns are gross of fees and exclude the impact of gearing and
cost of gearing.
Strategic Report
12
Strong portfolio fundamentals should
deliver improved share pricereturns
The portfolio contains higher quality companies
than the index, demonstrated by its superior
return on equity, 16.4% vs 12.2% and it is
more attractive in terms of valuation, with
a 1-year forward price-to-earnings ratio of
18.5x versus 21.3x*. It is also worth noting
that the last time we had an unusual 12-month
period like 2025, when most of the stock
pickers underperformed despite having different
investment styles, was in 2021/2. This was
followed by a very strong 18-month period of
portfolio outperformance.
Top 10 purchases and sales
Top 10 purchases
Value
£m Top 10 sales
Value
£m
London Stock Exchange 66.6 Visa 76.3
Unilever 42.0 Amazon 69.4
Mastercard 40.3 Eli Lilly 66.6
Cigna 39.7 Novo Nordisk 60.7
Deutsche Boerse 38.5 Netflix 52.5
Everest Group 38.4 Meta 49.1
Progressive 37.9 Yum! Brands 42.9
Exelon 37.8 Aon 41.4
ICICI Bank 37.4 NVIDIA 40.7
Roche 36.5 Synopsys 37.5
Source: Juniper.
The purchases and sales are calculated by taking the net value of all transactions (buy and sells) for each holding held within the portfolio over the period.
As the year began, there were signs that
the dominance of technology stocks was
beginning to fade. Valuations and fiscal and
monetary stimulus were pointing towards
a wider set of opportunities across regions
and sectors (see Hidden Gems: stocks with
high return potential on page 13 for a list of
underappreciated companies in our portfolio).
While the portfolio continues to have selective
exposure to some of last year’s winning
themes, including AI, if this broadening out of
market returns includes quality names which
have been largely ignored, it should benefit
our investment approach, which focuses on
fundamental-based stock selection across
regions and investment styles rather than
macroeconomic considerations or fashionable
investment themes. Of course, the conflict
in the Middle East introduces an element
of uncertainty, but if it proves short lived it
is unlikely to threaten the relatively benign
economic backdrop. Increased volatility and
wider dispersion of valuations between stocks
may also increase the opportunity for skilled
active managers to add value. We are confident
that our high conviction but diversified
approach to stock picking will win in the long
run, even if that means we may trail a heavily
concentrated index in the shorter term.
Craig Baker, Stuart Gray, Mark Davis
Willis Towers Watson
Investment Manager
* Source: FactSet
The securities referred to above represent the views of the underlying managers and are not stock recommendations.
13
Hidden gems: stock picks with high potential
We asked our Stock Pickers for examples of strong but underappreciated
companies in theportfolio
GQG highlighted American Electric Power
(‘AEP’), a utility holding company that generates,
transmits, and distributes electricity in eleven
US states. AEP is transitioning its power
generation portfolio from coal to renewables
including natural gas, nuclear, solar, wind and
hydro. This ongoing shift to decarbonisation is
expected to result in consistent and low-risk
growth opportunities for multiple years. On the
demand side, growth continues to be driven
by large-load customers including data centre
operators. As GQG explains, “AEP can deliver
high-single digit annualised EPS growth during
the next three years, in our opinion, while the
stock also offers a dividend yield of 3.3%”.
Metropolis selected Comcast, explaining that
over the last five years, Comcast’s forward Price/
Earnings ratio has compressed from 18x to 7x,
making it one of the 10 cheapest stocks in the
S&P 500 index. Over the same period, Comcast’s
revenue has grown by 20%. In 2025, the stock
price dropped by 20% whilst the S&P 500
grew by almost 20%. As Metropolis explains,
“The market is valuing Comcast for permanent
decline, but the fundamentals remain robust”.
Vulcan Partners backs Ryan Specialty Holdings,
Inc. (‘Ryan Speciality’), a commercial Excess and
Surplus (‘E&S’) insurance broker with a delegated
authority business.
The stock has recently been weighed down
by negative industry sentiment regarding a
soft pricing cycle in commercial property.
However, Vulcan believes this is a short-term
headwind rather than a structural flaw. The
E&S market has grown at an 11% compound
annual growth rate over the past 25 years
while the admitted market has grown at 4%.
As one of three dominant players in the E&S
brokerage market, Ryan Specialty is a primary
beneficiary of the ongoing migration of
premiums to the E&S sector.
The company’s stable margins and leading
market position suggests the share price
is trading well below Vulcan’s estimate of
intrinsic value.
Veritas selected Amadeus IT Holding, the
largest global travel IT-solutions provider with
three businesses; distribution of airline tickets,
passenger service systems and hospitality
(reservation systems for hotels). The company
has leading market shares (approximately 50%)
in its largest two businesses. The opportunity
in the company has been driven by perceived
disintermediation threats (technology).
As Veritas explains “We believe the company
can grow mid/high single digit over the medium
term (6-9% company target (2023-2026))
with a positive mix shift in margins helping to
deliver faster profit growth. The completion of
a large-scale technology deployment project
should also benefit from a free cash flow growth
perspective too”.
14
Strategic Report
The securities referred to above represent the views of the underlying managers and are not stock recommendations.
Our Japan specialist, Dalton’s best stocks
include Macnica Holdings.
Macnica Holdings is executing well operationally
across its two core businesses - semiconductors
and network/cybersecurity - yet its share price
does not fully reflect the company’s underlying
earnings power. In the semiconductor business,
the company continues to gain market share
by leveraging deep technical capabilities and
strong supplier relationships, even amid cyclical
weakness in industrial demand. Meanwhile,
the network and cybersecurity segment
has emerged as a structurally higher-margin
growth engine, benefiting from secular trends
such as “zero-trust adoption”, the assumption
that cyber breaches are inevitable, and rising
cybersecurity requirements.
Brown Advisory highlighted the company
Experian, a UK-listed, leading global data and
analytics business which operates a credit
bureau at its core. The US consumer credit
bureau market is effectively an oligopoly,
with three main players of which Experian is
the largest. Barriers to entry are extremely high
as replicating the data is nearly impossible in
terms of scale, depth, exclusivity and quality.
Businesses run on trusted, verified and
accurate data and Experian has some of the
best. Experian’s strategy over the past decade
has been to take its core consumer credit
information (on >1.2bn people globally), and
cross sell it into adjacent verticals and market
segments, it has done this very effectively in
areas such as health, marketing and auto, and
in doing so significantly expanded its total
addressable market. “We believe there is more
to go in capturing this wider market opportunity
given the strength, depth and uniqueness of
the data they own, and corresponding mission
critical insights into lending decisions this can
deliver for their customers”.
Lyrical selected AerCap, the world’s largest
aircraft leasing company, owning over 1,500
aircrafts that it leases to airlines globally. The
business model is straightforward: AerCap buys
planes, leases them to airlines on long-term
contracts - typically 8 to 10 years - and then
sells them into the secondary market. It is a
high-quality business with double-digit returns
on equity.
Looking forward, AerCap’s prospects continue
to be strong. The market for aircraft has shifted
from an extreme oversupply of planes during
the peak of COVID to an undersupply currently.
This undersupply is expected to remain tight
through the end of the decade, driven by
production problems and delays. Boeing and
Airbus airplane deliveries are still running lower
than pre-COVID levels. Tight supply means
better lease rates for AerCap, leading to higher
earnings and significant cash flow generation.
This cash is being returned to shareholders via
share repurchase. In just the past three years,
AerCap has reduced its share count by 31%.
Artisan, one of the newest additions to our
Stock Picker line up selected Universal Music
Group (‘UMG’), which owns the most valuable
music catalogue globally and consistently
represents seven to nine of the top 10 artists,
making its content essential to streaming
platforms and giving it meaningful leverage in
pricing and contract negotiations.
15
As Artisan explained “We believe the business
has a long runway for revenue growth from a
combination of pricing power and subscriber
growth, as well as margin expansion potential.
Subscription revenue is growing organically at
roughly 8-9% before any Streaming 2.0 benefits.
Streaming 2.0 refers to the industry shift from
maximizing subscriber numbers to increasing
monetisation per subscriber through wholesale
price increases and premium tiers, and UMG has
signed new agreements with three of the four
major streaming platforms, including YouTube.
As these initiatives roll out over the next few
years, margins and earnings should accelerate
from an already solid base”.
EdgePoint selected two companies for
inclusion in Hidden Gems, Techtronic
Industries Co. Ltd. a global leader in power
tools, and Revvity Inc., a life sciences tools
and diagnostics company.
Techtronic Industries is anchored by
MILWAUKEE, the number one professional
power tool brand worldwide, and RYOBI,
the leading DIY brand. EdgePoint believe the
company is underappreciated today as investor
sentiment has been weighed down by concerns
around a US housing slowdown, softer DIY
demand, and tariff risk tied to China-based
manufacturing. As the industry continues its
transition to cordless tools, MILWAUKEE’s
professional dominance expands, and outdoor
power equipment electrification accelerates,
Techtronic Industries should deliver sustained
growth and margin expansion.
Revvity is undergoing a meaningful
transformation toward higher-margin software
and recurring revenue. The stock is currently
underappreciated due to China-related life
sciences funding headwinds and a cyclical
pullback in biotech spending. As China demand
normalizes, software penetration increases, and
newborn screening programs expand globally,
Revvity should see improved earnings visibility
and stronger long-term growth.
The securities referred to above represent the views of the underlying managers and are not stock recommendations.
16
Strategic Report
Stock Picker Background Investment style
% of portfolio
by value at
31 December
2025
GQG Partners, appointed in April
2017, is an investment management
firm focused on global and emerging
markets equities. Headquartered in Fort
Lauderdale, Florida, USA, it managed
assets of $163.9bn as at 31 December
2025.
Seeks large capitalisation, high-quality
companies, with durable earnings
growth over the long-term; quality at
a reasonable price.
18%
(includes both global
(12%) and emerging
markets mandates
(6%)) (19% at
31 Dec 2024)
Veritas Asset Management, appointed in
April 2017, was established in 2003 and
is run with a partnership structure and
culture. It has offices in London and Hong
Kong. As at 31 December 2025 it managed
£14.3bn.
Aims to grow real wealth over five-
year periods by looking for highly
cash-generative protected businesses
benefitting from enduring growth
trends.
11%
(14% at
31 Dec 2024)
Metropolis Capital, appointed in April
2021, is a UK-based firm with a value-
based investment style. It had £3.8bn
($5.1bn) of assets under management as at
31 December 2025.
Focuses on long-term market
recognition of the fundamental
value of its investments and income
generated from those investments.
11%
(10% at
31 Dec 2024)
Brown Advisory, appointed in September
2025, is an independent investment
management firm committed to providing
its clients with a combination of first-
class investment performance, strategic
advice and the highest level of service.
Brown Advisory has been a private and
independent firm since 1998. As of
31 December 2025, Brown Advisory had
$174.5bn in client assets globally.
Brown Advisory is a thoughtful,
long-term investor focusing on
high-quality companies with
robust fundamentals, seeking to
uncover companies that are leaders
within their industry or country, as
demonstrated by an ability to deliver
high relative return on invested capital
over time.
10%
(0% at
31 Dec 2024)
Artisan Partners, appointed in September
2025, is a global multi-asset investment
platform providing a broad range of high
value-added investment strategies in
growing asset classes to sophisticated
clients around the world. The firm’s
autonomous investment teams manage a
range of active investment strategies that
are diversified by market capitalisation,
region and investment style. Each team
uses a clearly articulated, consistent and
repeatable investment process. As at
31 December 2025, it manages $179.9bn.
The Artisan Global Value investment
team seeks to invest in high-quality,
undervalued businesses that offer
the potential for superior risk/reward
outcomes. The principles the team
adheres to - value investing, long-
term thinking and risk management –
lead it to logically focus on businesses
meeting four key characteristics:
undervaluation, quality, financial
strength, and management
alignment. The team believes these
characteristics help maximise the
chances of success and minimise the
chances of permanent loss of capital.
9%
(0% at
31 Dec 2024)
Our Stock Pickers
1. This assets under management value includes the discretionary and non-discretionary assets of Sands Capital Management, LLC as of 31 December
2025, and the gross assets of all funds for Sands Capital Alternatives, LLC rounded to the nearest billion. Private holdings valuations for Sands Capital
Alternatives, LLC are updated 45 to 60 days after quarter-end.
1717
Stock Picker Background Investment style
% of portfolio
by value at
31 December
2025
Vulcan Value Partners, appointed in August
2019, is based in Birmingham, Alabama,
USA, and was founded in 2007. As at
31 December 2025 it managed $6.2bn for
a range of clients including endowments,
foundations, pension plans and family
offices.
Focuses on protecting capital and
generating returns by investing in
companies with high-quality business
franchises trading at attractive prices.
8%
(8% at
31 Dec 2024)
EdgePoint Investment Group, appointed in
October 2024, is an independently owned
discretionary investment manager based
in Toronto, Canada. It oversees $47bn in
assets as at 31 December 2025, managing
global and Canadian equity portfolios,
global and Canadian balanced portfolios,
and fixed income portfolios.
EdgePoint’s investment team are
long-term investors in businesses.
It views a stock as an ownership
interest in a company and endeavours
to acquire these ownership stakes
at prices below their assessment of
their true worth. EdgePoint looks
for misunderstood change at the
business level, or a change that leads
to mispriced opportunity.
8%
(7% at
31 Dec 2024)
Jennison Associates, appointed in
October 2024, is an investment advisor
headquartered in New York with $213.9bn
in assets under management as at
31 December 2025. It manages portfolios
for institutional, sub-advisory and private
clients through separately managed and
commingled vehicles, including mutual
funds.
Jennison believes that sustainable
alpha generation is possible through
finding growing companies where
either the duration and/or the
magnitude of that growth is being
underestimated by the market. Deep
fundamental research is conducted
to identify those companies, with
specialist analysts who focus only on
finding the best growth ideas in the
world.
7%
(6% at
31 Dec 2024)
Lyrical Asset Management, appointed
in March 2017, is a boutique advisory
firm based in New York with 362
clients. It oversees $8.4bn in assets as at
31 December 2025.
Lyrical describes its approach as
finding the gems amid the junk. It
seeks to own quality companies with
attractive growth and simple business
models found within the cheapest
20% of the US universe.
6%
(7% at
31 Dec 2024)
Dalton Investments, appointed in July
2023, is a disciplined and opportunistic
investment management firm with a focus
on Asia and a particular expertise in Japan
(its largest strategy). As at 31 December
2025 Dalton managed $5.7bn in actively
managed long-only and long/short
strategies.
Dalton implements a value approach
with a focus on the alignment of
interests between management and
shareholders. Client portfolios are
built from the bottom up, one security
at a time, with each security being
selected on its own merits, through
rigorous fundamental analysis to
calculate an “intrinsic” value. Dalton
manages a Japanese-only portfolio for
the Company.
6%
(5% at
31 Dec 2024)
Sands Capital
1
, appointed in April 2021,
is an independent, employee-owned firm
headquartered in the Washington, D.C.
area. It offers a growth equity platform
in both public and private markets.
Its strategies are based on bottom-up
fundamental research, and its portfolios
are constructed with a conviction weighted
approach. As at 31 December 2025, the
firm managed $56bn in client assets.
Focuses on finding high-quality,
wealth creating growth businesses
that can sustain above-average
earnings growth over the long term.
6%
(5% at
31 Dec 2024)
18
Strategic Report
Top 20 holdings
Name £m %
Microsoft 238.5 4.4
Alphabet 161.3 2.9
Amazon 119.3 2.2
Mastercard 111.0 2.0
Taiwan Semiconductor 104.9 1.9
Visa 84.1 1.5
Unilever 76.0 1.4
Salesforce 75.8 1.4
UnitedHealth Group 72.0 1.3
Philip Morris 70.6 1.3
London Stock Exchange 67.2 1.2
Diageo 64.8 1.2
Everest Group 63.1 1.2
Progressive 62.3 1.1
NVIDIA 61.7 1.1
Samsung Electronics 54.9 1.0
HCA Healthcare 50.4 0.9
Safran 49.7 0.9
Ashtead Group 49.4 0.9
Cigna 47.9 0.9
The 20 largest stock positions, given as a
percentage of the total assets. Each Stock
Picker selects up to 20 stocks.*
Top 20 holdings 30.7%
Top 10 holdings 20.3%
* Apart from GQG Partners, which also manages a
dedicated emerging markets mandate with up to
60 stocks.
Individual holdings
Our portfolio looks very different
from the benchmark.
Active share
The measure of how different the
portfolio is from the benchmark.
Country/sector allocation
Similar to benchmark by design
By geography
Portfolio weight
Benchmark weigh
t
Stock Picker
Cash
Asia & Emerging
Markets
EuropeUKNorth America
59.8%
67.0%
9.0%
3.3%
12.6%
11.6%
16.3%
18.1%
2.3%
By sector
A full list of the Company’s Investment Portfolio can be found on pages 109 to 114 of this report.
Summary of Portfolio
73%
Active Share
Financials 22.8%
Information Technology 18.5%
Industrials 12.8%
Health Care 10.1%
Consumer Discretionary 9.1%
Communication Services 8.1%
Consumer Staples 7.4%
Utilities 3.1%
Energy 2.6%
Materials 2.5%
Real Estate 0.7%
Stock Picker Cash 2.3%
As at 31 December 2025
Source: Juniper/WTW
19
Dividend
We have paid our shareholders a rising dividend for 59 consecutive years, a track record of which
we are extremely proud. It makes us an AIC ‘Dividend Hero’.
We seek to pay a rising dividend every year, subject to the Company’s financial position. Four
quarterly payments are made in June, September, December, and March. Shareholders are given
the opportunity every year to approve the Company’s dividend policy.
While shareholders are not asked to approve a
final dividend, given the timing of the payment
of the quarterly interim payments, each year
they are given the opportunity to share their
views when they are asked to approve the
Company’s Dividend Policy.
Increased dividend
The Company has increased its total dividend
for the year ended 31 December 2025 to
28.32p per ordinary share (2024: 26.70p),
a 6.1% increase on the previous year.
Dividend 2025 (p) 2024 (p) % increase
1st Interim 7.08 6.62 6.9%
2nd Interim 7.08 6.62 6.9%
3rd Interim 7.08 6.73 5.2%
4th Interim 7.08 6.73 5.2%
The following chart shows the growth in the
Company’s dividend over the last 59 years.
Reinvesting dividends boosts long-term returns
Dividend per Share (p) (RHS)
Return rebased to 100
at 31 Janua
ry 1968
(£)
Dividend per Share (p)
5,000
10,000
15,000
20,000
25,000
40,000
Total Return (LHS)
Capital Return (LHS)
0
5
10
15
20
25
30
0
35,000
30,000
1969 1974 1979 1984 1989 1994 1999 2004 2009 2014 2019 2024
Past performance does not predict future returns.
Source: Alliance Witan and WTW.
Data as of 31 December 2025 unless otherwise stated. Shareholder Total Return is the sum of the change in the share price plus dividend income
reinvested; Capital Return excludes the impact of dividends reinvested.
Reserves
It is the Board’s intention to utilise distributable reserves as well as portfolio income to fund dividend
payments. Further details of the dividend payments for the year to 31 December 2025 and information
on distributable reserves can be found in notes 7 and 2(b)(xi) on pages 93 and 88 of the Financial
Statements, respectively.
20
Strategic Report
Ongoing Charges
and Discount
Ongoing charges
1
The Company’s ongoing charges ratio (‘OCR’)
decreased to 0.47% (2024: 0.56%) reflecting
the management fee waiver negotiated with
the Investment Manager in respect of its
contribution to the costs of the Company’s
combination with Witan (excluding the
management fee waiver the OCR was 0.59%).
Total administrative expenses were £6.1m
(2024: £3.9m) and investment management
expenses were £18.5m (2024: £18.4m). Further
details of the Company’s expenses are provided
in note 4 of the Financial Statements on page
90. The Company’s costs remain competitive
for an actively managed multi-manager global
equity strategy. The chart below shows how the
Company’s ongoing charges compared to the
other constituents of the AIC Global Sector.
Our costs remain competitive
Constituents of the AIC Global Sector
Ongoing charges (%)
Alliance Witan
0
0
.2
0
.4
0
.6
0
.8
1.0
1.2
Note: The costs shown for the other constituents of the AIC Global
Sector include ongoing costs. Data sourced from the AIC website as at
31 December 2025.
Maintaining a stable discount
1
One of the Company’s strategic objectives is to
maintain the share price trading close to NAV.
The Company has the authority to buy back
its own shares in the market if the discount is
widening and to hold these shares in Treasury.
During the year under review, the Company’s
share price traded at an average discount of
4.8% (2024: 4.7%). As at 31 December 2025,
the Company’s share price discount was 4.1%
(2024: 4.7%). The average discount (unweighted)
for the AIC Global Sector was 7.0%.
Share buybacks
The Company bought back 4.7%* (2024: 1.2%)
of its issued share capital during the year,
purchasing 17,837,838 shares which were
placed in Treasury. The total cost of the share
buybacks was £223.6m (2024: £57.0m). The
weighted average discount of shares bought
back in the year was 5.1%. Share buybacks
contributed a total of 0.2% to the Company’s
NAV performance in the year.
Steady discount since 2017
Cost of share buybacks (£m)
Discount (%)
Cost of Buybacks (LHS) Average Discount (RHS)
200
400
600
800
1
,000
1
,200
2016 20252017 2018 2019 2020 2021 2022 2023 2024
2
4
6
8
10
12
Source: Juniper.
1. Alternative Performance Measure – see page 116 for details.
* Percentage based on the Company’s issued share capital (excluding shares
held in Treasury) as at 31 December 2025.
21
What We Do
How WTW manages the portfolio
WTW as Investment Manager has overall
responsibility for managing the Company’s
portfolio. It is the Investment Manager’s
job to select a diverse team of expert Stock
Pickers, each of whom invest in a customised
selection of 10-20
1
of their ‘best ideas’. WTW
then allocates capital to them, relative to
the risks the Stock Picker represents. For
example, small-cap stocks are typically more
risky than large-cap stocks, so on average a
small-cap specialist would tend to receive less
capital than a Stock Picker who focuses on
large-cap stocks. However, the allocations do
not remain static; WTW keeps them under
constant review and varies them over time
according to market conditions, with the goal
of keeping exposures to different parts of
global stock markets well balanced.
Stock Pickers are encouraged to ignore the
benchmark and only buy a small number of
stocks in which they have strong conviction,
while WTW manages risk through the Stock
Picker allocations. On their own, each of
the Stock Picker’s high-conviction mandates
has the potential to perform well. This is
supported by WTW’s experience of managing
high-conviction portfolios and academic
evidence
2
. But concentrated selections of
stocks can be volatile and risky, so WTW
mitigates these dangers by blending Stock
Pickers with complementary investment
approaches or styles, which can be expected
to perform differently in different market
conditions. This smooths out the peaks and
troughs of performance associated with
concentrated single-manager strategies.
Several of the Stock Pickers in the current
portfolio have been with the Investment
Manager since inception of the multi-manager
strategy, though WTW does actively monitor
and rearrange the line-up where necessary.
Information on all the Stock Pickers as at
31 December 2025 can be found on page 16.
WTW invests a lot of time and effort on
identifying skilled Stock Pickers for the
Company’s portfolio, undertaking extensive
qualitative and quantitative analysis. This due
diligence process focuses on:
• The investment processes, resources and
decision-making that make up the Stock
Picker’s competitive advantage;
• The culture and alignment of the
organisation that leads to sustainability of
that competitive advantage;
• The Stock Pickers’ approach to responsible
investment. WTW aims to appoint Stock
Pickers who actively engage with the
companies in which they invest and
have an effective voting policy. When
necessary, WTW challenges the Stock
Pickers and guides them towards better
practices; and
• The operational infrastructure that
minimises risk from a compliance,
regulatory and operational perspective.
1. Apart from GQG Partners, which also manage a dedicated emerging markets mandate with up to 60 stocks.
2. Sebastian & Attaluri, Conviction in Equity Investing, The Journal of Portfolio Management, Summer 2014.
22
Strategic Report
WTW’s views are formed over extended
periods from multiple interactions with the
Stock Pickers, including regular meetings.
WTW looks beyond past performance
numbers to try to understand the
‘competitive edge’. This involves examining
and interrogating processes for selecting
stocks, adherence to these processes through
different market conditions, team dynamics,
training and experience. Performance
track records are just a single data point,
and, without the context of the additional
information, they are unlikely to persuade
WTW that a Stock Picker is skilled.
Once selected, the Investment Manager tends
to form long-term partnerships with the Stock
Pickers, generally only taking them out of the
portfolio if something fundamental changes,
such as the departure of a key individual
from the business or a change in business
strategy or fortunes. With highly active,
concentrated portfolios, periods of short-term
underperformance are to be expected and are
not a reason to doubt a Stock Picker if they
are adhering to their philosophy and process.
WTW does, however, keep a constant eye
out for talent and may bring new Stock
Pickers into the portfolio at the expense of an
incumbent if they are a better fit.
Responsible investment
WTW believes that environmental, social and
governance (‘ESG’) factors have the potential
to impact financial risk and return. As long-
term investors, WTW aims to incorporate
these factors into its investment process,
including assessing how Stock Pickers evaluate
ESG risk in their decisions over what stocks
to purchase. Climate change poses potential
significant risks to investment returns from
many companies, which is why both WTW
and the Company have stated an intention
to manage the assets with a goal of achieving
Net Zero greenhouse gas emissions from the
portfolio by 2050. As the Company explained
in the ESG policy document it published last
year, it no longer has a shorter-term 2030
portfolio emissions goal. Real world emission
reduction progress has been mixed to date,
and the Company wishes to give the Stock
Pickers flexibility to invest in higher emitting
sectors that still have an important role to play
in the transition (e.g. energy, materials, utilities).
The Company also believes that engagement
with high emitters is typically more effective
than divestment in supporting the ambitions of
the Paris Agreement.
In 2025, there was a decrease in the portfolio’s
weighted average carbon intensity (which
measures carbon emissions as a proportion
of revenue) from 117.9tCO2e/$M sales to
95.6tCO2e/$M. WTW monitor progress
against the Company’s Net Zero goal, and the
Stock Pickers and EOS at Federated Hermes
(‘EOS’) continue to engage with the companies
in the portfolio on climate related issues. More
information on this can be found in our ESG
Policy and the Alliance Witan TCFD report on
the Company’s website.
Progress towards Net Zero will not be linear.
Emissions from the portfolio are dependent on
holdings, which can change from year to year
as the Stock Pickers seek value for investors.
If companies are perceived as being at higher
financial risk by being slow to adapt to a Net
Zero world, WTW expect Stock Pickers to use
stewardship, such as voting and engagement,
to encourage positive changes to business
practices. WTW believe this is preferable to
excluding companies from the portfolio, since
exclusion merely passes the responsibility of
ownership to other investors who may be less
scrupulous about adherence to ESG standards
or regulation.
23
As well as engaging with
companies on climate change,
the Stock Pickers, together
with stewardship provider
EOS, focused on a wide range
of other issues last year.
Overall, EOS engaged with
93 companies in the portfolio
on 489 issues and objectives
throughout the year. Key
areas of engagement included
board effectiveness, climate
change, human and labour
rights and human capital,
biodiversity and nature,
business purpose, strategy
and policies, digital rights and
AI. Of these engagements,
the environmental category
accounted for 29% of the
total number of engagements,
with 64% of environmental
engagements relating to
climate change. Meanwhile
the Stock Pickers cast votes
at 3,803 resolutions in 2025.
Of these resolutions, they
voted against company
management on 369 and
abstained from voting on 66
occasions. The topics and
the breakdown of the ways
in which our Stock Pickers
voted are detailed in the
following charts.
How the Stock
Pickersvoted
Number of votes with
management 88.6%
Number of votes against
management 9.7%
Number of votes abstained 1.7%
Source: WTW and EOS at Federated Hermes.
Data as at 31 December 2025.
Note: Total percentages may not add up to 100
due to rounding differences.
Reasons for voting
against management
Audit Related 2%
Source: WTW and EOS at Federated Hermes.
Data as at 31 December 2025.
Note: Total percentages may not add to 100
due to rounding differences.
Capitalisaধon 5%
Company Arধcles 1%
Compensaধon 15%
Corporate Governance 3%
Director Elecধon 48%
Director Related 6%
Environmental & Social Blended 0%
Environmental 2%
Non-Rouধne Business 8%
Rouধne Business 2%
Social 7%
Strategic Transacধons 1%
Takeover Related 0%
How We Manage
Our Risks
In order to monitor and manage risks facing the Company, the Board maintains and regularly
reviews a risk register and heat map. The risk register details all principal and emerging risks thought
to face the Company at any given time. The principal risks facing the Company, as determined by
the Board, are Investment, Operational and Legal and Regulatory Non-Compliance.
As part of its review process, the Board considers input on the principal and emerging risks facing
the Company from its key service providers, WTW and Juniper. Any risks and their associated risk
ratings are then discussed, and the risk register and heat map updated accordingly, with additional
measures put in place to monitor, manage and mitigate risks as required.
Principal risks
The principal risks facing the Company, how they have changed during the year and how the Board
aims to monitor and manage these risks are detailed on the following pages. The judgments made
on risk ratings relate to whether the situation has worsened or improved relative to where it was at
the previous review.
Risk and potential
impact Risk rating How we monitor and manage the risk
Investment
Market risk: loss
on the portfolio
in absolute terms,
caused by economic
and political events,
interest rate
movements and
fluctuation in foreign
exchange rates.
Stable
• The Board sets investment guidelines and the
Investment Manager selects Stock Pickers
and styles to provide diversification within
the portfolio.
• The Board receives regular updates from the
Investment Manager and monitors adverse
movements and impacts on the portfolio.
• An explanation of the different components
of market risk and how they are individually
managed is contained in note 18 to the
Financial Statements.
24
Strategic Report
25
Risk and potential
impact Risk rating How we monitor and manage the risk
Investment
performance: relative
underperformance
makes the Company
an unattractive
investment
proposition.
Increased due to
under performance
against the
benchmark
• The Company’s investment performance against
its investment objective, relevant benchmark
and closed and open ended peer group are
reviewed and challenged where appropriate
by the Board at every Board meeting. The
challenge process can lead to additional
meetings to discuss in more detail. Details
explaining the relative underperformance for
the year can be found on pages 7 to 15.
• The Board receives regular reporting from
the Investment Manager to allow it to review
the approach to ESG and climate risk factors
embedded within the investment process from
the Company’s perspective.
Strategy and market
rating: demand
for the Company’s
shares decreases
due to changes in
demand for the
Company’s strategy
or secular changes in
investor demand.
Stable
• The Board regularly reviews the share register and
receives feedback from the Investment Manager
and broker on all marketing and investor relations
and shareholder meetings, to keep informed
of investor sentiment and how the Company is
perceived in the market.
• The Board monitors the Company’s share price
discount and, working with the broker undertakes
periodic share buybacks as appropriate to meet its
strategic objective of maintaining a stable discount.
Capital structure
and financial risk:
inappropriate capital
or gearing structure
may result in losses
for the Company.
Stable
• The Board receives regular updates on the capital
structure of the Company including share capital,
borrowings, structure of reserves, compliance with
ongoing covenants and shareholder authorities,
to allow ongoing monitoring of the appropriate
structure.
• The Board reviews and manages the borrowing
limits under which the Investment Manager
operates.
• Shareholder authority is sought annually in relation
to share issuance and buybacks to facilitate
ongoing management of the share capital.
26
Strategic Report
Risk and potential
impact Risk rating How we monitor and manage the risk
Operational
All of the Company’s
operations are
outsourced to third
party service providers.
Any failure in the
operational controls
of the Company’s
service providers could
result in financial,
legal or regulatory and
reputational damage
for the Company.
Operational risks
include cyber security,
IT systems failure,
inadequacy of oversight
and control, climate risk
and ineffective disaster
recovery planning.
Stable
• The Board monitors the services provided by
the key services suppliers and formally reviews
the performance of each on an annual basis,
including the review of audited internal control
reports where appropriate. No material issues
were raised as part of the evaluation process in
2025.
• Cyber security continues to be a key focus
for the Board. Reports on the cyber security,
IT testing environment and disaster recovery
testing of each key service provider are
reviewed by the Board annually.
• Any breaches in controls which have resulted
in errors or incidents are required to be
immediately notified to the Board along with
proposed remediation actions.
Legal and regulatory
Failure to adhere to all
legal and regulatory
requirements could
lead to financial
and legal penalties,
reputational damage
and potential loss
of investment trust
status.
Stable
• The Board has contracted with its key service
suppliers, including the Investment Manager
and Juniper, in relation to its ongoing legal and
regulatory compliance. The Board receives
quarterly reports from each supplier to monitor
ongoing compliance. The Company has complied
with all legal and regulatory requirements in 2025.
• Any breaches in controls which have resulted in
errors or incidents are required to be immediately
notified to the Board, along with proposed
remediation actions.
Emerging risks
Emerging risks are typified by having a high degree of uncertainty and may result from sudden events,
new potential trends or changing specific risks where the impact and probable effect is hard to assess.
As the assessment becomes clearer, the risk may be added to the risk matrix of ‘known’ risks.
The Board is currently monitoring a number of emerging risks: geopolitical tension continues to be
an emerging risk for the Company due to ongoing conflicts across the world. Along with increased
populism and nationalism, these risks may impact individual economies and global markets.
Although covered in the operational risk section above, the Board recognises the increased risk
that cybercrime and the misuse of AI poses to the Company.
Geopolitical events coupled with the potential breakdown in post war alliances and changes to
US economic and international policies could continue to bring uncertainty and fragility to capital
markets in 2026.
Stakeholder
Engagement
27
The Directors have a number
of obligations including
those under section 172 of
the Companies Act 2006.
These obligations relate to
how the Board takes account
of various factors in making
its decisions – including
the impact of its decisions
on key stakeholders. The
Board is focused on the
Company’s performance
and its responsibilities to
stakeholders, corporate
culture and diversity, as well
as its contributions to wider
society, and it takes account
of stakeholder interests
when making decisions on
behalf of the Company.
As an externally-managed
investment trust, the Board
considers the Company’s
key stakeholders to be
existing and potential
new shareholders and its
service providers.
Engaging with stakeholders
The table below sets out the primary ways in which the Board engages with the Company’s
key stakeholders:
Stakeholder How we engage
Shareholders and
potential investors
The Board places great
importance on clear and
effective communication
with all existing
shareholders and any
potential new shareholders
through a variety of
different communications.
The Board engages with the Company’s shareholders in a number of
ways:
• at the AGM, General Meetings and investor events;
• through its investor relations and marketing activities, including
meetings between individual shareholders and members of the
Board; and
• through its website (www.alliancewitan.com), annual and interim
reports, newsletters, factsheets and social media.
28
Strategic Report
Stakeholder How we engage
Shareholders and
potential investors –
continued
Examples of engagement during the year under review include:
The Board was pleased to welcome shareholders in person to the
Company’s 2025 AGM. Those shareholders who were not able to
attend in person were able to view the meeting and ask questions
remotely. The Company’s upcoming AGM will have the same facility.
The Board was pleased that, at the 2025 AGM, no significant votes
were received against any of the resolutions put to shareholders.
Shareholders and potential investors also had the opportunity to
join two investor forums in Dundee (May) and London (October).
The Investment Manager and the Company’s broker reported
regularly to the Board on meetings held with shareholders, sharing
their views and also reporting on any changes to the composition of
the share register. The Investment Manager also arranged meetings
with relevant industry press and other appropriate media channels.
The Board welcomes all shareholder views. Shareholders wishing to
communicate directly with the Board can do so by contacting the
Company Secretary by email or post. Contact details can be found
on page 121.
Service providers
The Company has
outsourced various
activities to key service
suppliers, including the
Investment Manager
and Juniper. Open and
constructive dialogue
between the Board and
its key service providers
is essential for ensuring
the efficient running of
the Company’s day to day
business.
The Board seeks to engage with the key service suppliers in a
collaborative and collegiate manner, both in and out of Board
meetings. The Board works closely with the dedicated teams at each
of its service providers, but also has the opportunity to meet members
of other business areas, for example Risk and Compliance, to discuss
specific matters. WTW and Juniper are responsible for overseeing
many of the relationships with other service providers and report
regularly to the Board on the services provided to the Company.
The Management Engagement Committee reviews the performance
of service providers and makes recommendations to the Board
on their continuing appointment. The Audit and Risk Committee
reviews the internal controls and risk management systems in place
at key service providers when considering the preparation of the
Annual Report and Financial Statements.
The Investment Manager, on behalf of the Board, maintains a
constructive working relationship with the Company’s lenders
as required.
29
Examples of how the Board has considered stakeholders in its decision making
Examples of how the Board considered stakeholders in its decision making during the year are
detailed below.
Key decisions
Stakeholder(s)
impacted Outcome
Dividends
Subject to market conditions and
the Company’s performance,
financial position and outlook, the
Board seeks to pay a dividend that
increases year on year.
During the year, the Board
considered income receipts,
forecast dividends, inflation,
distributable reserves and the
dividend yield of other investment
trusts in the AIC Global Sector.
Shareholders • Shareholders received a total dividend
of 28.32p per share for the financial
year ended 31 December 2025, a
6.1% increase on the previous year
(2024: 26.70p).
• The Company has paid shareholders a
rising dividend for an industry-leading
59 consecutive years.
• The Company continues to have
sufficient distributable reserves to fund
future dividends.
• During the year, the share premium
account was cancelled and reclassified
as a distributable reserve.
Discount management
The Board has continued to buy
back shares at a discount to NAV.
A key strategic objective of the
Board is to maintain the share price
trading close to NAV.
Shareholders • During the year under review the
Company repurchased 17,837,838
of its own shares which were placed
in Treasury.
• The weighted average discount of shares
bought back in the year was 5.1%.
• As at 31 December 2025, the
Company’s share price discount had
narrowed to 4.1% (from 4.7% at
31 December 2024) providing a small
uplift in share price per share (see
Contribution Analysis table on page 8).
Dean Buckley
Chair
5 March 2026
30
Directors’ Report
Operational Structure
Board of Directors
• Sets strategic objectives for
the Company
• Independent Non-Executive
Directors
• Selects and monitors the Investment
Manager and other key suppliers
• Determines dividend and
gearing policy and agrees service
provider fees
• Responsible for oversight of
corporate governance
Board Committees
• Audit and Risk Committee
• Management Engagement
Committee
• Nomination Committee
• Marketing Committee
Investment Manager
• Manages portfolio
• Selects Stock Pickers
• Allocates capital to Stock Pickers
• Utilises gearing
• Undertakes marketing
Stock Selection
• Each Stock Picker invests in a
customised selection of 10-20 of
its ‘best ideas’
1
Administrator and
Company Secretary
• Supports the Board with the
day-to-day administration of
the Company and ongoing
statutory compliance
• Supports shareholder queries
and meetings
• Provides fund accounting and
administration services
• Produces financial statements,
daily NAV and regular financial
reporting for the Board
Juniper
Stock
Pickers
8 to 12
Board of
Directors
1. Apart from GQG Partners, which also manage a dedicated emerging markets mandate with up to 60 stocks.
WTW
31
Board of Directors
Dean joined the Board on 4 March 2021 and
was appointed as Chair on 1 January 2024.
Dean is a qualified actuary and has enjoyed
a successful career in fund management.
Dean was previously Chief Executive
Officer of Scottish Widows Investment
Partnership. Prior to that, Dean held several
positions at HSBC Bank plc, most recently
as Chief Executive Officer of HSBC Asset
Management UK & Middle East and also
held senior fund management positions
at Prudential Portfolio Managers. He was
previously Chair of Fidelity Special Values
PLC and was also Chair of the the Audit
Committee, Remuneration Committee and
Senior Independent Director of JPMorgan
Asia Growth & Income plc.
Recommendation for re-election
This year’s evaluation of the Chair praised
Dean for the depth of his relevant
experience in the investment industry,
including his Chair experience, his
commerciality and drive. Dean’s strategic
capability and extensive network is highly
valued as well as his inclusive and engaging
personal style. Dean is committed, decisive
and highly effective in balancing oversight
with empowering colleagues and his
re-election by shareholders at the AGM
is recommended.
Other Appointments:
JPMorgan Emerging
Markets Growth & Income
Investment Trust plc
Non-Executive Director
Baillie Gifford & Co
Limited
Non-Executive Director
Dean Buckley
Chair (Independent)
and Chair of the
Management
Engagement
Committee
M
N
Guide to Curent Appointments
Listed operating companies and their subsidiaries
Unlisted operating companies and their subsidiaries
Investment companies and investment trusts
Other
Board Committee Appointments
A
Member of the Audit and Risk Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
MC
Member of the Marketing Committee
32
Directors’ Report
Sarah joined the Board on 4 March 2021.
Sarah is a Fellow of CFA UK and was
previously Chair of the Association of
Investment Companies. Sarah was also
previously Chair of Polar Capital Technology
Trust plc, Merian Global Investors Limited,
St James’ Place plc, JPMorgan American
Investment Trust plc, Witan Pacific
Investment Trust plc and Chair of the Audit
Committees of New India Investment
Trust plc and of U and I Group plc. Sarah
was a founder of the Diversity Project and
formerly an Ambassador for Chapter Zero.
She was also Chair of the Nomination
Committee and Senior Independent Director
of Worldwide Healthcare Trust PLC, and
Chair of John Lewis Partnership Trust
for Pensions.
Recommendation for re-election
Sarah brings to the Board a wealth of
investment industry and Board experience
combining to support fair and constructive
challenge of the Investment Manager. The
externally-facilitated Board evaluation
commended Sarah’s chairmanship of the
Nomination Committee leading to a high
quality of discussion. Sarah’s re-election by
shareholders at the AGM is recommended.
Other Appointments:
BBC Pension Scheme
Independent Member of
the Investment Committee
and Chair of BBC Pension
Investment Limited
USS Investment
Management Limited
Chair
Sarah Bates
Senior Independent
Director and Chair
of the Nomination
Committee
A
M
N
MC
33
Jo joined the Board on 29 January 2020 and
was appointed Chair of the Audit and Risk
Committee in March 2020.
Jo is a chartered accountant and has
previously held senior positions within the
NatWest Group and was Finance Director of
Newcastle United plc. She was Commercial
Director, UK, Europe and the Middle East
at Serco Group and sat on various advisory
boards in the education and charity sector.
Jo was also previously Chair of JPMorgan
European Growth and Income PLC, Non-
Executive Director and Chair of the Audit
Committee of Strategic Equity Capital PLC,
and Non-Executive Director of Ventus
VCT PLC.
Recommendation for re-election
Jo is an experienced non-executive director
and Chartered Accountant. She is an
experienced Audit and Risk Committee Chair
and has actively worked with the Board
and service providers to create efficiencies
in the year-end process, has engaged with
the Company’s new audit partner and has
overseen developments in the Company’s
risk framework. Jo’s re-election by
shareholders at the AGM is recommended.
Other Appointments:
Bellevue Healthcare
Trust PLC
Senior Independent
Director and Chair of
Audit Committee
Institute of Chartered
Accountants in England
and Wales
Fellow
Jo Dixon
Independent Non-
Executive Director and
Chair of the Audit and
Risk Committee
A
M
N
34
Directors’ Report
Milyae joined the Board on 29 September
2022.
Milyae began her career as a qualified
accountant in the US and has experience
running and advising companies in over
40 countries. She has held senior global
executive positions spanning investment
banking and other financial services, retail,
consumer, and technology, including at
Tesco, Marks & Spencer, and Accenture. In
addition, Milyae’s recent advisory experience
has focused on digital transformation and
growth, as well as ESG. She was previously
a Governor of the London Museum and the
Chair of London Museum Trading Ltd.
Recommendation for re-election
Milyae brings to the Board a wealth of
experience that is differentiated and
complementary. Board discussions benefit
from Milyae’s insights drawn from her global
executive and advisory experience. The
Audit and Risk Committee benefits from
Milyae’s accounting knowledge and the
Marketing Committee from her strategic and
marketing expertise. Milyae’s re-election by
shareholders at the AGM is recommended.
Other Appointments:
Fidelity European
Trust PLC
Non-Executive Director
THG Group PLC
Non-Executive Director
Faber and Faber Limited
Non-Executive Director
Milyae Park
Independent Non-
Executive Director and
Chair of the Marketing
Committee
A
M
N
MC
Rachel joined the Board on 10 October
2024 following the Company’s combination
with Witan Investment Trust PLC. She was
formerly a Non-Executive Director of Witan.
Rachel was Managing Director and Co-head
of pan-European banks equity research and
sales at Deutsche Bank. She was Chair of
the Association of Investment Companies,
Securities Trust of Scotland PLC and Parkinson’s
UK Investment Committee. She was also a
Non-Executive Director of the asset manager,
Gresham House plc and the workplace
pensions provider, Cushon Group Limited.
Recommendation for re-election
Rachel is an experienced non-executive
director bringing a wealth of investment
industry and broader financial services
experience to the Board. Rachel’s depth
of knowledge of equity markets and
understanding of investment trusts promotes
healthy discussion and debate with the
Investment Manager and is greatly valued by
her fellow directors. Rachel’s re-election by
shareholders at the AGM is recommended.
Other Appointments:
The Mercantile Investment
Trust plc
Chair
Rachel Beagles
Independent Non-
Executive Director
A
M
N
MC
35
Shauna joined the Board on 10 October
2024 following the Company’s
combination with Witan Investment Trust
PLC. She was formerly a Non-Executive
Director of Witan. Shauna has over twenty
five years of investment experience
working predominantly with retail clients.
In her current role at RiverPeak she is
responsible for fund research and portfolio
construction. She was previously Co-Head
of Collectives Research and Co-Head of
the Collectives Portfolio Service at Charles
Stanley, having started her career in wealth
management at Merrill Lynch.
Recommendation for re-election
Shauna has extensive equity investment
experience and brings to the Board current
and active knowledge of the industry
from a research, portfolio construction
and retail clients’ perspective which
contributes to Board and Investment
Manager discussions. Shauna’s investment
trust knowledge ensures that she
continues to bring valuable insights to
Board discussions. Shauna’s re-election by
shareholders at the AGM is recommended.
Other Appointments:
RiverPeak Wealth
Head of Investment
Advisory
CT Global Managed
Portfolio Trust PLC
Non-Executive Director
Shauna Bevan
Independent Non-
Executive Director
A
M
N
MC
Directors who served on the Board during 2025
During the year, Clare Dobie and Jack Perry served as directors until their retirement at the AGM on
1 May 2025.
Vicky Hastings served as a Director until her resignation on 31 July 2025 and Andrew Ross served
until his resignation on 31 December 2025.
36
Directors’ Report
The Directors submit the Annual Report
and Accounts of the Company for the year
ended 31 December 2025. The Corporate
Governance statement, Directors’ biographies,
the Reports from the Board Committees and
the Remuneration Report all form part of this
Directors’ Report.
Purpose and culture
The Company is a public limited company and
an investment company granted investment
trust status by HM Revenue & Customs. It
aims to deliver a real return over the long term
through a combination of capital growth and a
rising dividend at a competitive cost.
Page 1 sets out the Company’s investment
objective. This, together with the investment
policy below, was approved by shareholders at
the AGM held in April 2019.
As an externally managed investment trust,
the culture of the Company is set by the
way the Board conducts itself, through its
decisions, behaviours and diversity. The Board
upholds the Company’s values of integrity,
openness and responsiveness to the views of
shareholders and wider stakeholders.
The Board ensures that the behaviours and
values of the Company’s service providers
align to those of the Company and the
Board; and the Board monitors the extent to
which the Company’s culture and values are
embedded through its ongoing interactions
with, and annual evaluation of, the Company’s
service providers.
Investment policy
The Company, through its Investment
Manager, appoints a number of Stock Pickers
with different styles and approaches, each
of which will select and invest in stocks for
the Company’s single investment portfolio;
it will achieve an appropriate spread of risk
by holding a diversified portfolio in which
no single investment may exceed 10% of
the Company’s total assets at the time of
investment. Where market conditions permit,
the Company may use gearing of not more
than 30% of its net assets at any given time.
The Company can use derivative instruments
to hedge, enhance and protect positions,
including currency exposures. While the
primary focus of the Company is investment in
global equities, the Company may also invest
from time to time in fixed interest securities,
convertible securities and other assets.
Strategic objectives
The Board’s strategic objectives are to:
• meet the key performance indicators and
alternative performance measures as
detailed on pages 116 and 117;
• continue its policy of paying a progressive
dividend;
• maintain a stable share price discount to
Net Asset Value, and where practicable,
to facilitate the shares trading at close to
NAV; and
• provide good value to its shareholders.
Directors’ Report
37
AIFM Directive (the ‘Directive’)
Towers Watson Investment Management
Limited, a wholly owned subsidiary of Willis
Towers Watson (both referred to as ‘WTW’),
was appointed as the Company’s Alternative
Investment Fund Manager (‘AIFM’) with effect
from 1 October 2019
1
.
The Company has appointed NatWest
Trustee and Depositary Services Limited as its
depositary under the Directive for the purpose
of strengthening the arrangements for the
safe custody of assets.
Regulatory disclosures, including the
Company’s Investor Disclosure Document,
are provided on the Company’s website at
www.alliancewitan.com. Disclosures on
Remuneration as required under the Directive
can also be found on the website.
Investment management agreement
The investment management fee payable to
WTW is as follows:
• 0.52% per annum on market capital that is
less than or equal to £2.5 billion;
• 0.49% per annum on market capital that
exceeds £2.5 billion but is less than or
equal to £5.0 billion; and
• 0.46% per annum on market capital that is
in excess of £5.0 billion.
The investment management fee accrues
daily (based on the market capitalisation of
the Company as at close of business on the
previous business day) and is payable monthly
in arrears.
From the investment management fee, WTW
will meet payment of such fees as are agreed
from time to time in respect of the Stock
Pickers. Each Stock Picker is entitled to a
base management fee rate, generally based
on the value of assets under management. No
performance fees are payable.
The Investment Management Agreement
may be terminated by either party on not
less than six months’ notice. The Investment
Management Agreement may also be
terminated earlier by either party with
immediate effect and without compensation
on the occurrence of certain events.
On termination, WTW is entitled to receive its
fees pro rata to the date of termination.
Company secretarial, finance
andadministration
On 15 December 2022, the Company
entered into a Secretarial and Administration
Agreement with Juniper. Juniper was formally
appointed as Company Secretary to the
Company on 31 December 2022 and began
providing finance and administration services
to the Company with effect from 1 April 2023.
The Secretarial and Administration Agreement
may be terminated by either party on not
less than six months’ notice. The Secretarial
and Administration Agreement may also
be terminated earlier by either party with
immediate effect and without compensation
on the occurrence of certain events.
Further details of the investment management
fees and other administration fees paid by the
Company can be found in note 4 in the Notes
to the Financial Statements on page 90.
Share capital
The Company’s issued share capital as at
31 December 2025 comprised 405,193,982
ordinary shares (‘shares’) of 2.5p each, of
which 22,839,838 are held in Treasury.
1. Towers Watson Investment Management (Ireland) Limited was appointed as AIFM between 1 April 2017 and 30 September 2019.
38
Directors’ Report
At the last AGM held on 1 May 2025,
shareholders renewed the Company’s
authority to repurchase up to 14.99% of
shares in issue and also authorised that
shares repurchased may be held in Treasury.
Furthermore, shareholders renewed the
Company’s general authority to issue shares
both from Treasury and new shares, at a
premium to estimated NAV. These authorities
will be proposed for renewal at the AGM on
29 April 2026.
The Company made use of this authority
during the course of the year and repurchased
17,837,838 shares (2024: 4,722,000 shares)
at a cost of £223.6m (2024: £57.0m).
Dividend
A fourth interim dividend of 7.08p will be paid
to shareholders on 31 March 2026 details of
which can be found on page 19.
Voting rights
There are no agreements in place with any
parties in respect of voting rights in the
Company’s shares.
As at 5 March 2026, being the latest practical
date prior to the publication of this report,
Rathbones Investment Management held
voting rights attaching to 5.3% of the shares
of the Company. The Company is not aware of
any other shareholders holding over 3% of the
total voting rights.
Responsible investment
On page 22, WTW describes the responsible
investment activities it, the Stock Pickers and
EOS have undertaken for the Company. The
Company also reports on these activities in
its quarterly Responsible Investment Report
which can be found on its website:
www.alliancewitan.com
The Company has placed restrictions on a small
number of types of companies in which the
Stock Pickers are prohibited from investing.
These are:
• Companies involved in controversial
weapons in accordance with the ESG
Data Provider’s methodology (currently
MSCI Global ex Controversial Weapons
Indexes). Controversial weapons can be
defined by the severe harm they cause
to civilians during and after conflicts, and
the significant long-term health and safety
effects they have on civilian populations.
The production and use of certain weapons
have been regarded as unacceptable under
international conventions and illegal within
certain jurisdictions.
• Companies that derive more than 25%
of revenues from thermal coal mining or
sales to third parties; derive more than
50% of revenues from thermal coal power
generation; or derive more than 25% of
revenues from oil sands extraction.
• Willis Towers Watson.
The Company’s Environmental, Social and
Governance Policy can be found in the
Document Library section of the website
https://www.alliancewitan.com/documents
The Company supports the UK Stewardship
Code published by the Financial Reporting
Council (‘FRC’). It aims to enhance the quality
of engagement between institutional investors
and the companies in which they invest, to
help improve long-term risk-adjusted returns
to shareholders and the efficient exercise
of governance responsibilities. WTW is a
signatory to the 2026 UK Stewardship Code
(‘Code’) and reports annually on its adherence
to the Code. These reports can be found on its
website (www.willistowerswatson.com)
where you can also find out about its
ESG commitments.
39
Streamlined Energy and Carbon
(‘SECR’)Reporting
As all of the Company’s activities are
outsourced to third parties, the Company
has no material greenhouse gas emissions
to report from its operations, nor does it
have responsibility for any other emissions-
producing sources under the Company’s Act
2006 (Strategic Report and Directors’ Report)
Regulations 2013. The Company considers
itself to be a low energy user under the SECR
regulations and therefore is not required to
disclose energy and carbon information.
Business ethics
The Company considers that it does not fall
within the scope of the Modern Slavery Act
2015, and it is not, therefore, obliged to make
a slavery and human trafficking statement.
The Company considers its supply chains to
be of low risk as its suppliers are typically
professional advisers. A statement from WTW,
the Company’s Investment Manager, on the
steps it takes to investigate and mitigate the
risk of modern slavery and human trafficking
can be found on WTW’s website
(www.willistowerswatson.com).
The Company conducts its business honestly,
fairly and with transparency and takes anti-
bribery measures very seriously. The Company
is committed to implementing and enforcing
effective measures to counter bribery and
corruption and has a zero-tolerance approach
to acts of bribery and corruption by Directors
or anyone acting on the Company’s behalf.
The Company also has zero tolerance for
financial crime such as tax evasion or the
facilitation of tax evasion.
Financial risk management
Financial risk management objectives and
information on exposure to price risk, credit
risk, liquidity risk and cash flow risk can be
found in Note 18 on page 99.
Corporate
Governance
Directors’ Report
40
The Board is committed to achieving and
demonstrating high standards of corporate
governance.
The AIC Code of Corporate Governance
issued in August 2024 (‘AIC Code’) provides
a framework of best practice for investment
companies and can be found at www.theaic.
co.uk. The Financial Reporting Council (‘FRC’)
has confirmed that AIC member companies
who report against the AIC Code will be
meeting their obligations in relation to the
2024 UK Corporate Governance Code.
The Company has complied with the
Principles and recommended Provisions of the
AIC Code during the year ended 31 December
2025 and up to the date of this report, except
as set out below:
• Provision 37: As all Directors are Non-
Executive, the Board does not consider
it necessary to form a Remuneration
Committee. All matters in respect of
Director remuneration are dealt with by
the Board as a whole. Further details on
remuneration outcomes for the year can
be found in the Remuneration Report on
page 59.
Board
The Board is responsible to shareholders for
the effective stewardship of the Company,
including determining the investment policy
and strategy. The Board is also responsible
for the gearing, dividend and share issuance/
buyback policies, public documents such as
the Annual Report and Financial Statements,
and corporate governance matters.
The Board holds its main meetings on a
quarterly basis, with additional portfolio
update and Stock Picker meetings held
throughout the year.
At its regular meetings, the Board reviews
investment performance and associated
matters such as gearing, asset allocation,
marketing/investor relations, discount,
costs, risk, compliance, share buybacks
and the performance of peer investment
trusts. Representatives of the Investment
Manager and the Company Secretary attend
each meeting. Board or Board Committee
meetings are also held on an ad hoc basis to
consider issues as they arise. Ad hoc working
groups involving the Directors are arranged
to support the work of the Board or relevant
Board Committee on particular topics. Outside
the formal meetings there is also regular
contact between the Investment Manager, the
Company Secretary and the Directors.
The Chair
The Chair is responsible for leading the Board
and for its overall effectiveness. The Chair’s
letter of appointment, which is available at the
Company’s registered office and at the AGM,
clearly sets out their responsibilities.
41
Senior Independent Director
The Senior Independent Director (‘SID’)
provides a sounding board for the Chair
and serves as an intermediary for other
Directors and shareholders. They also lead any
discussions on the annual evaluation of the
Chair and the appointment of a new Chair. In
the event of the Chair being unable to act for
any reason in the short term, the SID would
be available to step in and lead the Board as
an interim measure.
Directors
As at 31 December 2025, the Board
comprised six Independent Non-Executive
Directors after Andrew Ross stepped down
from the Board on 31 December 2025. The
Chair was considered to be independent on
appointment. The Directors’ biographies,
including other board commitments, are
set out on pages 31 to 35. The biographies
include information that supports the breadth
of the Board’s relevant knowledge and
skillsets and outline the reasons supporting
the recommendation of each Director’s
re-appointment. On page 57, a summary of
the key skills and expertise that the Board
recognises the Directors should possess is
also provided.
Chair and Directors’ tenure policy
The Board has set a tenure policy which
covers the Chair and all Non-Executive
Directors.
The Board believes that a variety of
Director tenures within the boardroom can
be beneficial to ensure Board quality and
continuity of experience and provide flexibility
in succession planning.
Tenure policy
The Board does not consider it appropriate
that Directors of the Company should be
appointed for a specific term. However,
in normal circumstances, all Directors,
including the Chair, shall not serve beyond
the AGM which is nine years after their
appointment. It is considered appropriate
that flexibility is contained in the tenure
policy to allow for tenure to be extended in
certain circumstances where it is deemed in
the best interests of the Company.
The maximum period that a Director’s
tenure may be extended is three years from
the date of the nine-year anniversary of
their appointment. Notwithstanding any
mutual expectation, there is no right to
re-nomination by the Board, either annually
or after any particular period.
In accordance with the Company’s Articles
of Association, on an annual basis, every
Director shall retire from office and be eligible
for re-election by shareholders at the AGM.
Before being considered for re-election, the
performance of each Director is subject to
evaluation by the Nomination Committee,
with a recommendation then being made
to the Board on whether it is appropriate
for each Director to be put forward for re-
election. Any new Directors appointed during
the year are automatically subject to election
by shareholders at the next AGM.
Appointments may be terminated at any time
by notice given by three quarters of the other
Directors.
42 Directors’ Report
Terms of appointment
Every Director on appointment receives a
tailored induction and the Board, as a whole,
receives updates on relevant topics. The
Directors are also encouraged to attend
industry and other seminars covering issues
and developments relevant to investment
trusts and to receive other training
as necessary.
As part of its annual Board evaluation process,
the effectiveness of individual Directors is
considered. A report on this year’s evaluation
process is set out on page 50.
Each Non-Executive Director’s appointment is
governed by written terms which are available
for inspection at the Company’s registered
office. They are also available at the AGM.
The Remuneration Report on pages 59 to 64
details the fees payable to the Directors and
the indemnities provided by the Company.
Re-election of Directors
Resolutions proposing the re-election of
all Directors will be put to shareholders for
approval at this year’s AGM.
Each of the Directors has confirmed that
they remain committed to their role and
have sufficient time available to meet what is
expected of them. The Director’s biographies
on pages 31 to 35 inform shareholders of the
reasons why each Director’s contribution is, and
continues to be, important to the Company’s
long-term sustainable success and why the
Nomination Committee has recommended each
Director’s re-election at the AGM.
Conflicts of interest
Section 175 of the Companies Act 2006 (‘the
Act’) states that a director of a company must
avoid a situation in which they have, or can
have, a direct or indirect interest that conflicts,
or possibly may conflict, with the interests of
the Company.
In order to comply with the Act, Directors are
required to report any conflicts of interest
situations or potential conflicts of interest
situations to the Company Secretary as soon
as they become aware of them.
The Company’s procedures also require that a
Director must seek authority from the Chair,
or in their absence the Senior Independent
Director, before accepting any additional
external appointments, to ensure that there is
no potential conflict of interest.
Board committees
The Board has established the following
committees:
• Audit and Risk Committee
• Management Engagement Committee
• Nomination Committee
• Marketing Committee*
* With effect from 1 January 2026, the Board approved the evolution of
the Marketing Oversight Group from a working group of the Board to
an established Committee of the Board: the Marketing Committee.
The Terms of Reference of each of the
above Committees can be found in the
Documents section of the Company’s
website www.alliancewitan.com.
As an independent Non-Executive Board
with no Executive Directors or employees,
the Board does not consider it necessary to
have a Remuneration Committee. During the
year under review, the only remuneration
questions to be determined were in relation
to the Directors’ remuneration. Further details
on Directors’ remuneration can be found on
page 61.
The annual reports from each of the Board’s
Committees can be found on the following
pages.
43
Role of the Committee
The primary responsibilities of the Committee
are:
• to ensure the integrity of the financial
reporting statements;
• to ensure that the appointed external
auditor is competent and independent;
• to oversee the process of finalisation and
audit of the Annual Report;
• to identify the key risks of the Company
and how they are managed; and
• to ensure the internal control systems
that are being relied upon are suitable,
operational and that any areas of concern
are followed up to resolution.
I am pleased to present the Audit and Risk
Committee Report for the year ended 31December
2025. This year, the Committee has continued
its focus on ensuring the integrity of financial
reporting, enhancing risk oversight and monitoring
internalcontrols.
In addition to ensuring the integrity of
financial reporting, the Committee considered
cyber resilience and operational risk as
key priority areas and has taken steps to
enhance the Company’s disaster management
response plans.
The Committee has also maintained scrutiny
over regulatory requirements, including the
requirement for the Board to make an annual
declaration on the effective of the Company’s
material controls from next year.
The Committee also allocated significant
time to discussing emerging risks impacting
the Company such as ongoing geopolitical
uncertainty and continued to support and
monitor the evolution of the Company’s
risk framework.
The following report sets out how the Audit
and Risk Committee has discharged its
responsibilities during the year under review.
Jo Dixon
Chair of the Audit and Risk Committee
Audit and Risk Committee Report
44
Directors’ Report
Composition of the Committee
Jo Dixon is Chair of the Committee. Jo is a
qualified Chartered Accountant with relevant
industry experience and is the designated
financial expert on the Board.
Alongside Jo, the Committee comprises four
other independent Non-Executive Directors;
Sarah Bates, Rachel Beagles, Shauna Bevan
and Milyae Park.
Key areas of focus
Review of Interim Accounts and
Annual Report
The Committee considered the content of
the Company’s Interim Accounts and Annual
Report before recommending approval
to the Board. The Committee concluded
that the Company’s financial statements,
taken as a whole, were fair, balanced and
understandable and provided the information
necessary for shareholders to assess the
Company’s position, performance, business
model and strategy. The Committee also
concluded that the narrative of the report
was consistent with the underlying accounts
as reported in the financial statements.
Auditor assessment, independence
and appointment
BDO LLP was appointed as external auditor
on 23 April 2020.
Following conclusion of the 2024 year-end
audit, Peter Smith, the Company’s audit
engagement partner, rotated off the account
having served 5 years as audit partner and
was replaced by Chris Meyrick.
During the year, the Committee evaluated
the external auditor and was satisfied with
the effectiveness of BDO’s performance
and the quality of the audit process. The
Board therefore recommends BDO for
re-appointment at the Company’s AGM on
29 April 2026.
In its evaluation of the auditor, the
Committee considered the FRC’s Audit
Quality Review Report published on 15 July
2025 and discussed the findings with BDO.
The Committee was satisfied that BDO had
developed an appropriate action plan and
that the specific findings raised in the report
did not impact on the Company’s audit.
The Committee reviewed BDO’s
independence, its audit plan for the Company,
the engagement letter and fees for the work
that was required.
The Committee regards the continued
independence of the external auditor to be a
matter of the highest priority. The Company’s
policy on any non-audit services performed
by the external auditor ensures that no
engagement will be permitted if:
• the auditor is not considered an expert
provider of non-audit services;
• the services are considered to inhibit the
auditor’s independence; and
• the provision of such services provides
a conflict for the Board or Investment
Manager.
The policy also provides that the accumulated
costs of non-audit services sought from the
auditor in any one year should not exceed
30% of the likely audit fees for that year and
not exceed 70% cumulatively over three
years. No non-audit fees were paid to the
auditor in the year to 31 December 2025
(2024: £nil).
45
During the year, the Audit and Risk
Committee Chair had a private meeting
with the audit partner. The Audit and Risk
Committee as a whole also had a private
meeting with the auditor in March 2026
following completion of the 2025 Audit.
Risk management and internal
controls
The Company has a risk management
framework that has been refined over several
years. The risk management framework
supports identification of the key risks
and controls to ensure the security of the
Company’s assets and that the Company
continues to operate within set guidelines.
During the year, the Committee reviewed
and discussed developments impacting the
principal risks and considered the application
of an appropriate metric to provide a
quantitative measurement of market risk.
As a result of the increasing risk around
cyber security the Committee oversaw
enhancements to the Company’s disaster
management response, and the Board
received training on cyber security.
Full details of the principal and emerging
risks facing the Company can be found on
pages 24 to 26. The level of risk being run
by the Investment Manager in the portfolio
is reviewed by the Board, and consideration
given to the diversification of risk by
exposures to different regions, industries
and styles.
WTW also considers and reports on the
level of active risk being adopted across the
portfolio, the source of that risk, and the
impact of the individual Stock Picker’s risk
profile on the portfolio.
During 2025, the Committee considered
the effectiveness of the internal control
environment and systems operated by key
service providers. The Committee received
regular reports from WTW and Juniper,
together with reports from the Depositary,
the Custodian and the Registrar. All third
parties engaging with the Company have their
own internal controls systems.
Oversight of internal controls of key
service providers
The Committee received WTW’s report on
the effectiveness of its risk management
and internal control systems, including an
Independent Service Auditors’ Assurance
Report (‘ISAE 3402 Type II Report’) on
Internal Controls prepared by KPMG LLP.
The Committee also received and considered
a report on the effectiveness of Juniper’s
internal controls and an ISAE 3402 Type II
Report prepared by BDO LLP.
The Company’s Depositary is NatWest
Trustee and Depositary Services Limited.
It provides reports to the Company regularly
on the safe custody of the investments and
the operation of controls over the movement
of cash in settlement of investment
transactions. Through these reports the
Committee is satisfied that the assets
remained protected throughout the year.
The Custodian appointed by the Depositary
is The Bank of New York Mellon, London
Branch. The Company receives regular
reports of the Depositary’s oversight of the
Custodian. During the year, the Committee
reviewed the Depositary’s reconciliation
timeliness and its Odyssey system
implementation leading to the automation of
manual processes.
46
Directors’ Report
The Committee also reviewed The Bank of
New York Mellon’s performance metrics
including failed trades and late receipt
of income.
The 2025 assessment and internal controls
assurance reports received by the Committee
did not highlight any significant weaknesses
or failings in the risk management framework
and internal control systems of the Company.
Internal audit function
The Company does not have a separate
internal audit function. The Board is of the
view that because the Company’s day-
to-day operations are outsourced to third
parties with established internal control
frameworks, there is no need for such a
function. As described above, the Board
gains assurance on the effectiveness of
the internal controls in place at WTW and
Juniper. In addition, the Board receives
oversight reports on the Company’s other key
service providers.
Other matters considered in 2025
In the course of its work in finalising the
Annual Report, the Committee considered
a number of other matters including the
following:
• disclosures in the financial statements;
• the selection and consistency of
accounting policies;
• the appropriateness of the period used in
the Viability Statement of the Company;
• the use of the Going Concern accounting
principle being appropriate;
• that UK-adopted International
Accounting Standards and Companies Act
requirements are complied with;
• monitored withholding tax recoverability.
Committee evaluation
Performance of the Audit and Risk Committee
was evaluated as part of the externally-
facilitate Board evaluation review conducted
during the year. The results of the evaluation
confirmed that the Committee’s responsibilities
continue to be discharged effectively.
I am pleased to present the Management
Engagement Committee Report for the year ended
31December 2025. The Committee met in October to
consider the performance over the year of the AIFM
and Investment Manager aswell as the Company’s
other key service providers.
For each of the Company’s key service
providers, the Committee monitored and
evaluated their performance, considered the
merit of obtaining an independent appraisal
of any of the service providers; and reviewed
the level and method of remuneration
and notice period of its service providers
comparing costs against the peer group
to ensure that the Company was securing
services at competitive rates.
Further details of how the Committee
discharged its responsibilities during the
year are set out in the report below.
Dean Buckley
Chair of the Management Engagement Committee
47
Role and composition of the
Management Engagement Committee
The Board established a Management
Engagement Committee on 27 February
2024. The Management Engagement
Committee comprises all independent
Non-Executive Directors of the Company
and is chaired by Dean Buckley. The
primary responsibilities of the Management
Engagement Committee are:
• to monitor and evaluate the performance
of the Company’s key service providers,
namely the AIFM, Investment Manager,
Administrator, Company Secretary,
Registrar, Corporate Broker, and
Depositary, on at least an annual basis;
• to monitor and evaluate any of the
Company’s other service providers as may
be required from time to time;
• to consider the merit of obtaining an
independent appraisal of any of the AIFM,
Investment Manager, Administrator,
Company Secretary, Registrar, Corporate
Broker, Depositary or any of the
Company’s other service providers;
• to review the level and method of
remuneration and notice period of the
AIFM and Investment Manager, taking
into consideration, where appropriate,
the performance and remuneration of
investment managers in the Company’s
peer group; and
Management Engagement Committee
48
Directors’ Report
• to review the level and method of
remuneration and notice period of the
Administrator, Company Secretary,
Registrar, Corporate Broker, Depositary
or any of the Company’s other service
providers.
Evaluation of the AIFM and
Investment Manager
In addition to the Board’s ongoing monitoring
of WTW’s performance as AIFM and
Investment Manager, the Management
Engagement Committee undertook a robust
annual evaluation of WTW’s performance.
This ongoing monitoring process and annual
evaluation is important as investment
performance and responsible ownership are
critical to delivering sustainable long-term
growth and income for shareholders.
As part of the evaluation process, a number
of areas were reviewed; these included
investment performance, operational
performance, the provision of information to
both the Board and shareholders, regulatory
compliance, marketing and distribution,
and fees.
Following its review, and reflecting on 2025
as a whole, the Committee noted that WTW
continued to meet its objective of delivering
real absolute returns more than inflation but
trailed the benchmark by a significant margin.
Underperformance versus the benchmark is
disappointing, and the Committee and the
Board agreed to closely monitor and continue
to challenge WTW on its execution of the
investment proposition. The Investment
Manager’s Report on page 7 explains the
investment performance during 2025.
On evaluating WTW’s performance in relation
to marketing, the Committee acknowledged
the recognition that WTW received
through the AIC marketing awards, which
demonstrated the success of the Company’s
marketing efforts over the year. It was noted
that more marketing resources were now
allocated to the Company than previously,
due to the increased scale afforded by the
combination with Witan in October 2024.
Evaluation of other key service
providers
The Management Engagement Committee
carried out its annual evaluation of the
Company’s other key service providers, namely,
Juniper’s company secretarial, finance and
administration services, NatWest Trustee and
Depositary Services (Depositary), BNY Mellon
(Custodian), Computershare Investor Services
(Registrar), and Investec (Corporate Broker).
Following its review, the Management
Engagement Committee reported its findings
to the Board.
It was noted that all key service providers had
broadly performed in line with agreed service
levels during the year.
The Board will continue to closely monitor
the performance of the AIFM, Investment
Manager and its other key service providers
to ensure that their continuing appointments
are in the best interest of shareholders.
49
Role and composition of the
Nomination Committee
The Nomination Committee comprises
all the Directors. Given the nature of the
matters that are discussed under the remit
of the Nomination Committee it is deemed
appropriate that all Directors are members.
The Nomination Committee is chaired by
Sarah Bates who replaced Dean Buckley
as Chair of the Nomination Committee on
3 March 2025.
Nomination Committee
I am pleased to present the Nomination Committee
Report for the year ended 31December 2025.
Following the combination of Alliance Trust and
Witan in October 2024, this year has been pivotal in
continuing to strengthen governance and ensuring
the combined Board continues to be well-equipped
to deliver long-term value for shareholders.
The Committee has overseen a
comprehensive externally facilitated Board
evaluation, which had been postponed from
the previous year due to the combination.
It was encouraging that the Board evaluation
confirmed strong leadership and Board
collaboration while identifying areas for
improvement such as meeting efficiency and
clarity of working group remits. Action plans
have been agreed and will be monitored
closely throughout 2026. Further details have
been provided in the following Nomination
Committee Report.
At the request of the Board, the Nomination
Committee also undertook a review of
Directors’ remuneration to ensure that the
fees reflect the complexity of the Company’s
structure, the responsibilities of the Board
and the time commitment expected
of Directors.
Succession planning, with a focus on
diversity, remained a key focus, with the
Committee reviewing the Board skills matrix
and agreeing a framework for Directors’
succession. Formal training and development
included a cyber security session, and plans
have been developed to support ongoing
Board education in relation to fast moving
industry developments, including topics such
as tokenisation of assets.
Looking ahead, the Committee will continue
to maintain its focus on Board composition,
diversity and succession planning, while
supporting the integration of governance
enhancements identified through the
evaluation process.
Sarah Bates
Chair of the Nomination Committee
50
Directors’ Report
The primary responsibilities of the
Nomination Committee are:
• to regularly review the structure, size
and composition (including the skills,
knowledge, experience and diversity) of
the Board and make recommendations to
the Board;
• to ensure plans are in place for orderly
succession to Board positions, taking into
account the challenges and opportunities
facing the Company, and the skills and
expertise needed on the Board in the
future;
• to identify and nominate, for the approval
of the Board, candidates to fill Board
vacancies as and when they arise;
• undertake a formal and rigorous annual
review of the performance of the Board,
its committees, the Chair of the Board and
individual Directors; and
• the re-election by shareholders of
Directors, having due regard to their
performance and ability, and why
their contribution is important to the
Company’s long-term sustainable success
in the light of the skills, experience and
knowledge required and the need for
progressive refreshing of the Board,
taking into account the length of service
of individual Directors, the Chair and the
Board as whole.
The Nomination Committee met three times
during the year in March, July and October.
Key areas of focus
Externally facilitated Board Evaluation
The Nomination Committee oversaw the
annual Board evaluation process, which
this year was an externally facilitated Board
evaluation which had been postponed from
year ending 31 December 2024 due to the
combination of Alliance Trust and Witan.
In July 2025, following a thorough tender
process led by Sarah Bates and Rachel
Beagles, the Board approved, on the
recommendation of the Nomination
Committee, the appointment of Stogdale
St James to conduct the externally facilitated
evaluation of the Board and its Committees.
The external Board Evaluation was undertaken
to:
i. assess Board effectiveness using data
analytics, narrative feedback and insights
into the performance of the Board; and
ii. ensure governance compliance with the
AIC Code of Corporate Governance which
provides a framework of best practice for
investment companies.
A comprehensive Board evaluation
methodology was followed and included in
depth questionnaires, extensive interviews
and meeting observations. In particular:
• all Directors completed the evaluation
questionnaire online. Responses were
scored and anonymised and included
narrative comments.
• all Directors, as well as WTW and Juniper
participants, were interviewed one-on-one
in person or virtually.
• Stogdale St James attended in person the
Board, Audit and Risk Committee and
Nomination Committee meetings held on
29 July 2025 to observe Board dynamics,
decision making and interactions with
various WTW teams, the Juniper team
and other third-party suppliers. Stogdale
St James also attended virtually the
Marketing Oversight Group meeting held
on 14 July 2025, chaired by Milyae Park.
51
Findings were collated and reported to the
Chair and the Senior Independent Director
with Stogdale St James’ recommendations
included in the report for the Board’s
consideration. In addition, Stogdale St James
presented the findings and recommendations
in person to the Board on 29 October 2025.
Evaluation of the Chair
The evaluation of the Chair formed part of the
overall evaluation and was conducted through
interviews and a separate questionnaire.
Feedback on the Chair’s performance was
sought from all Directors, as well as WTW
and Juniper representatives.
A separate written report detailing the Chair
evaluation findings was presented initially for
the Senior Independent Director, Sarah Bates,
to provide structured feedback to the Chair,
before sharing with the wider Board.
Board Evaluation Findings
The performance review confirmed that the
Board continued to make good progress
in embedding the combined Board and
new governance structure following the
combination. The integration of the two
legacy boards had been successful and
the Chair’s pragmatic, strong and inclusive
leadership style had been instrumental in
fostering cohesion, collaboration and a
shared commitment to the Company’s future
strategic direction.
It was confirmed that Board dynamics
remained positive, with the Board
characterised as professional, energetic
and engaged, with open challenge and
constructive debate.
There was general agreement that the optimal
size of the Board was six to seven directors,
and gender balance and future succession
planning have been identified as key priorities
for the Nomination Committee.
It was also confirmed that the Board’s
operating processes were seen as effective.
Various working groups have become
a valuable feature of the Company’s
governance model, and the Committee
structure was functioning effectively. In
addition, it was confirmed that the Board was
proactive in its oversight and challenge of
WTW and Juniper to ensure robust controls
were in place.
Areas for improvement included meeting
efficiency, clarity of working group remits,
and continuing to strengthen relationships
with key service providers. Action plans have
been developed in response to the findings,
and an update will be provided in next year’s
Annual Report.
Directors’ Remuneration
During the year, the Board asked the
Nomination Committee to undertake a review
of Directors’ fees, noting that no uplift had
been made since 2013.
The Nomination Committee considered the
peer group and industry comparators and
reflected on the current responsibilities and
time commitment required of Directors. It
was noted that the construct of the Company
was more complicated than some peer group
comparators given the nature of the mandate
and supplier structure.
Following conclusion of the review, the
Nomination Committee recommended to
the Board, and the Board approved the
following uplift in Directors’ fees. No Director
was involved in determining their own
remuneration:
• Chair’s fee increased from £80,000 to
£85,000 per annum
• Non-executive directors’ base fee
increased from £35,000 to £37,500 per
annum
• Audit and Risk Committee Chair fee
increased from £8,000 to £12,000 per
annum
• Nomination Committee Chair fee
introduced at £3,000 per annum
• Marketing Committee Chair fee increased
from £3,000 to £5,000 per annum
All changes were effective from 1 May 2025.
Board Composition, Skills and
Succession Planning
During the year, the Nomination Committee
maintained oversight of Board composition
and succession planning. In March, it
reviewed the Board skills matrix and in
October, following the external Board
evaluation, agreed a framework for
succession planning.
Other matters considered in 2025
Directors’ Re-election
The Nomination Committee confirmed in
March that all directors (other than those
standing down) continued to contribute
effectively to the operation of the Board
and that it was important to the Company’s
long-term sustainable success in the light of
the skills, experience and knowledge required
that they should stand for re-election at
the AGM. The reasons supporting the
directors’ re-elections can be found in their
biographies on pages 31 to 35.
Committee Leadership and
Governance
The Nomination Committee reviewed and
confirmed its Terms of Reference with no
updates required.
Training and Development
During the year, the Nomination Committee
monitored directors’ training needs, and a
session on cyber security was attended by
all Directors. The Committee identified a
number of topics for future training sessions
including training on the new internal control
declaration required under the AIC Code and
ongoing monitoring of industry developments
relating to the tokenisation of assets.
Evaluation of the Nomination
Committee
The Board evaluation process concluded
that the Nomination Committee was widely
regarded as functioning smoothly, with
no significant issues reported. Directors
commended the quality of its discussions and
its leadership in managing the discussion on
Directors’ remuneration during the year.
52
Directors’ Report
Role and composition of the
Marketing Committee
The Marketing Committee comprises Milyae
Park as Chair, and Sarah Bates, Rachel Beagles
and Shauna Bevan as Committee members.
The primary responsibilities of the Marketing
Committee are to:
• review the Investment Manager’s
marketing strategy for the Company,
including the overall strategy, content,
channels and initiatives;
• evaluate the effectiveness of the
marketing strategy for the Company, and
oversee any required changes;
• assess the delivery of marketing activity
against marketing plans;
• keep under review the Company’s brand,
messaging and visual identity;
• review the Company’s marketing budget
for each year and make a recommendation
to the Board for its approval;
• review and monitor the annual marketing
expenditure against the budget;
• review the marketing material produced
by the Investment Manager and make
recommendations to the Board, where
appropriate, regarding these materials; and
• review the contribution of third-party
agencies and consultants engaged in
supporting the marketing efforts of
the Company.
Marketing Committee
With effect from 1 January 2026, the Board approved
the evolution of the Marketing Oversight Group
from a working group of the Board to an established
Committee of the Board – the Marketing Committee
– in recognition of the important role that marketing
plays in serving the needs of shareholders and
attracting newinvestors.
I am pleased to present the Marketing
Committee Report for the year ended
31 December 2025. This has been a year
where the Marketing Committee, formerly the
Marketing Oversight Group, continued to play
an important role in overseeing the Company’s
marketing activities undertaken by WTW on
behalf of the Company.
The Committee met four times during 2025, in
March, July, October and November.
The following report sets out how the Marketing
Committee has discharged its responsibilities
during the year under review.
Milyae Park
Chair of the Marketing Committee
53
Key areas of focus
During the year, the Marketing Committee
discussed with WTW the Company’s
marketing strategy and objectives and
monitored progress against these.
The Marketing Committee continued to
work with WTW to encourage engagement
with current and prospective shareholders
including via the signing up for factsheets,
quarterly newsletters and notifications of
events like the investor forums. Shareholders
and others can also access videos of Stock
Pickers’ presentations and other information
on the Company’s website. The Marketing
Committee was encouraged by the positive
feedback received from shareholders
on communications.
The Marketing Committee reviewed the
Company’s marketing budget and considered
the allocation of spend across various media,
content, PR, partnerships and research
initiatives.
In the second half of the year, the Marketing
Committee met with third-party agencies
and consultants engaged in supporting the
marketing efforts of the Company and was
encouraged by the work being undertaken to
raise the profile of the Company and to reach
stakeholders. Digital initiatives were explored
and discussed, including the launch of an
educational zone, website enhancements and
further social media engagement.
Following the significant efforts in overseeing
marketing and communication activities
to ensure that they served the needs of
shareholders and attracted new investors, the
Board was delighted that the Company won
four awards for marketing in 2025, including
two from the Association of Investment
Companies for shareholder communications,
best website and best generalist annual
report. The other two were from the Financial
Services Forum for “Most Effective Integrated
B2C Campaign” and the Gramercy Institute
for the website, and all are a testament to the
hard work of the marketing team at WTW.
Towards the end of the year, the Marketing
Committee, with the support of the Board,
approved the Company’s participation in
the Investment Association’s investment
campaign, supported by the UK Government
and the Financial Conduct Authority.
The Investment Association and firms within
the financial services sector have committed
to launching an investment campaign to raise
awareness of investing to individuals and
boost economic growth. During 2026, the
Marketing Committee will closely monitor the
campaign’s development.
54
Directors’ Report
55
Board and Committee attendance
In addition to the Board’s quarterly meetings, three scheduled portfolio update/Stock Picker calls
were held. A significant number of ad hoc Board Committee and working group meetings also
took place during the year. Three scheduled Audit and Risk Committee meetings were held during
the year. Three scheduled Nomination Committee meetings and one scheduled Management
Engagement Committee meeting also took place during the year.
The below table excludes Director attendance at ad hoc Board meetings, sub-committee meetings
and working group meetings as these meetings did not require the attendance of all Directors. Four
additional meetings involved the Marketing Oversight Group before it was established as an official
Committee of the Board. There were no apologies for absence received for these meetings.
Scheduled
Meeting
Attendances Board
Audit and Risk
Committee
Management
Engagement
Committee
Nomination
Committee
Director Actual Possible Actual Possible Actual Possible Actual Possible
Sarah Bates 4 4 3 3 1 1 3 3
Rachel Beagles 4 4 3 3 1 1 3 3
Shauna Bevan 4 4 3 3 1 1 3 3
Dean Buckley 4 4 n/a
3
n/a 1 1 3 3
Jo Dixon 4 4 3 3 1 1 3 3
Clare Dobie
1
2 2 1 1 0 0 1 1
Vicky Hastings
2
3 3 2 2 0 0 2 2
Milyae Park 4 4 3 3 1 1 3 3
Jack Perry
1
2 2 1 1 0 0 1 1
Andrew Ross 4 4 n/a
3
n/a 1 1 3 3
1. Retired from the Board on 1 May 2025.
2. Resigned from the Board with effect from 31 July 2025.
3. Dean Buckley and Andrew Ross are not members of the Audit and Risk Committee.
56
Directors’ Report
Policy on Board diversity
The Board’s policy on diversity is as follows:
The Company recognises the benefits of having a diverse Board, and sees diversity at Board level as
important in maintaining good corporate governance and Board effectiveness.
All Board appointments must be made on merit, in the context of the skills, experience,
independence and knowledge which the Board as a whole requires to be effective. Appointments
to the Board are subject to a formal, rigorous and transparent procedure. In reviewing Board
composition the benefits of diversity will be considered, in order to enable the Board to discharge
its duties and responsibilities.
In identifying the best candidates for appointment to the Board, the Board will consider candidates
from a range of differing perspectives and backgrounds against objective criteria
1
with due regard
to the benefits of diversity on the Board.
1. Which protect against discrimination for those with protected characteristics within the meaning of the Equalities Act 2010.
When making appointments, the Board ensures
that gender diversity is considered as part of
succession planning given the change in gender
balance on the Board following the combination.
Following the resignation of Andrew Ross on
31 December 2025, the Board at the year end
comprised one male and five females. Two of
the Directors are of a minority ethnic origin and
of the three senior Board positions, two (Chair
of the Audit and Risk Committee and Senior
Independent Director) are female. Although
the Chair of the Audit and Risk Committee is
not considered to be a senior Board position
for the purposes of the FCA rules, the Board
consider this to be an equivalent senior position
for an investment trust. While the Board has
met its targets for gender and ethnic diversity, it
will continue to seek to consider all aspects of
diversity for future appointments.
Board gender as at 31 December 2025
Number
of Board
members
Percentage
of the
Board
Number
of Senior
positions
on the
Board*
Men 1 17% 1
Women 5 83%
1
2
2
Board ethnic background as at
31December 2025
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the
Board*
White
British or
other White
(including
minority-
white groups) 4 66% 3
Asian/Asian
British 1 17%
3
0
Mixed/
multiple 1 17%
3
0
1. This meets the Listing Rules target of 40% in terms of gender diversity.
2. This meets the Listing Rules target of at least one senior board
position being held by a woman.
3. This meets the Listing Rules target of at least one board member being
from a minority ethnic background.
The Company has no employees, all of its Directors are Non-Executive,
and all of its investment management and administrative functions are
outsourced. Accordingly, there are no executive management functions
to disclose in the above tables.
* Chair, Chair of the Audit and Risk Committee and Senior Independent
Director.
57
Directors’ skills
Set out in the table below are the key skills and
experience that the Board recognises it must
possess to manage and govern effectively.
In addition to these key skills, the Board
also has experience in Investment, Financial
Oversight, Risk, Strategy and Change, and
Corporate Finance.
Directors’ key skills
Director
Financial
Services
Business
Leadership
Asset
Management
Investment
Trusts
Marketing
and
Distribution Finance
Sarah Bates
4 4 4 4 4 4
Rachel Beagles
4 4 4 4 4
Shauna Bevan
4 4 4 4
Dean Buckley
4 4 4 4 4 4
Jo Dixon
4 4 4 4
Milyae Park
4 4 4 4 4
Board evaluation
The AIC Code recommends that the Board
of FTSE 350 companies should undertake
an external evaluation every three years. It
also recommends that the external evaluator
should be identified in the annual report and a
statement made about any other connection it
has with the Company or individual Directors.
As explained further in the Nomination
Committee Report on pages 50 to 51,
Stogdale St James was appointed in July 2025
to undertake an in-depth external evaluation
of the Board as a whole, its Committees and
the Chair. Stogdale St James had no other
connection with the Company or individual
Directors and was appointed following a
thorough tender process led by Sarah Bates
and Rachel Beagles.
The Board evaluation was undertaken by way
of an in-depth questionnaire, one-to-one
interviews and observation at both Board and
Committee meetings. The evaluation included
a review of the Chair, the results of which
were provided to Sarah Bates in her capacity
as Senior Independent Director.
The results of the external evaluation process
confirmed that all Directors, including the
Chair, continue to demonstrate commitment
to their roles, provide constructive challenge
to the Investment Manager and provide
valuable contributions to the Board and its
Committees as well as to the Company as
a whole.
Auditor
The Company confirms its compliance
with the provisions of The Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee
Responsibilities) Order 2014 for the year to
31 December 2025.
The Directors who held office at the date
of approval of the Directors’ Report confirm
that, so far as they are each aware, there is
no relevant audit information of which the
auditor is unaware; and each Director has
taken all steps they ought to have taken as
a Director to make themselves aware of any
relevant audit information and to establish
that the auditor is aware of that information.
Dean Buckley
Chair
5 March 2026
58
Directors’ Report
59
Remuneration
Report
Remuneration
The Board as a whole takes all decisions on
remuneration matters.
Directors regularly engage with shareholders
on all aspects of performance and governance
and are open to contact from shareholders
at any time regarding all matters, including
remuneration. Any comments received from
shareholders are always carefully considered.
The Board welcomes the opportunity to discuss
matters of remuneration with shareholders
at the AGM or at any other investor forums
held during the year. Although we did not
specifically seek the views of our shareholders
on remuneration issues, we have not received
any representations from shareholders on
remuneration matters during the year.
Remuneration policy
The Board’s remuneration policy is designed
to ensure that the remuneration of Directors
is set at a reasonable level commensurate with
the duties and responsibilities of each Director
and the time commitment required to carry
out their roles effectively. Remuneration will
be such that the Company is able to attract and
retain Directors of appropriate experience and
quality. The fees paid to Directors will reflect
the experience of the Board as a whole, will be
fair, and will take account of the responsibilities
attaching to each role given the nature of the
Company’s interests, as well as the level of fees
paid by comparable investment trusts and other
relevant organisations. Additional payments
may be made to Directors for time expended
over and above that envisaged on appointment
and for serving on or chairing committees
or other additional responsibilities. The level
of such fees and payments will be subject to
periodic review. Directors will be reimbursed
for travel and subsistence expenses incurred in
attending meetings or in carrying out any other
duties incumbent upon them as Directors of the
Company. In the event that any such payments
are regarded as taxable, Directors may receive
additional payments to ensure that they suffer
no net cost in carrying out their duties. The level
of Directors’ fees paid will not exceed the limit
set out in the Company’s Articles of Association.
60
Directors’ Report
The Board also reserves the right to make
payments outside the policy in exceptional
circumstances. The Board would only use this
right where it believes that this is in the best
interests of the Company, and when it would be
disproportionate to seek specific approval from
a General Meeting. Any such payments would
be fully disclosed on a timely basis. No such
payments were made in 2025.
Approval of policy
The Company is required to obtain shareholder
approval for its remuneration policy every three
years unless renewed, varied, or revoked by
shareholders beforehand. The remuneration
policy was last approved by shareholders at the
2025 AGM.
At the AGM held on 1 May 2025 votes cast by proxy and at the meeting in respect of the resolution
relating to the Directors’ remuneration policy were as follows:
Resolution Votes for %
Votes
against %
Total
votes cast
Votes
withheld
(abstentions)
Directors’ Remuneration
Policy 80,789,969 98.83 960,391 1.17 83,502,855 1,752,495
How we implement our policy
Non-Executive Directors’ fees
During the year, the Board asked the
Nomination Committee to undertake a review
of Directors’ fees, noting that no uplift had been
made since 2013.
As explained in the Nomination Committee
report on page 49, the Nomination Committee
considered the peer group and industry
comparators and reflected on the current
responsibilities and time commitment required
of Directors. It was noted that the construct of
the Company was more complicated than some
peer group comparators given the nature of the
mandate and supplier structure.
Following conclusion of the review, the
Nomination Committee recommended to the
Board, and the Board approved, an uplift in
Directors’ fees to take effect from 1 May 2025.
Details of the Directors’ annual remuneration
can be found on the following page. No
Director was involved in determining their own
remuneration. The current maximum level of
ordinary remuneration (basic Non-Executive
Director fees and not including any payments
for additional responsibilities which may be
paid) that may be paid to Directors in aggregate
is £450,000 per annum. Any change to this level
requires shareholder approval.
Although permitted under the Company’s
Articles, no Director is entitled to a pension
or similar benefit, nor to any other monetary
payment or any assets of the Company
except in their capacity (where applicable) as
shareholders of the Company. Directors’ fees
are prorated where a change takes place during
a financial year.
Under the Company’s Articles, in addition to
fees, each Director is entitled to reimbursement
of reasonable expenses properly incurred
by them in the performance of their duties.
Directors are not entitled to damages or
compensation for loss of office or otherwise
upon their resignation or termination as
a Director.
61
The Company provides insurance for legal
action brought against any of its Directors as
a consequence of their position. In addition,
separate deeds of indemnity have been agreed
with each Director indemnifying them as
permitted by company law. The indemnity and
insurance arrangements do not extend to cover
claims brought by the Company itself that
are upheld by the courts, nor to criminal fines
or penalties.
Directors’ fees
The table below shows the annual fees paid to Directors in 2025 and the fees which will be
payable from 1 January 2026. The table also explains the purpose of each fee.
Annual fees 2026 2025
3
% change Purpose
Chair £85,000 £83,333 2.0 For leadership of the Board and
in recognition of the greater time,
commitment and responsibility required.
Basic Non-Executive
Director
£37,500 £36,667 2.3 In recognition of the time and
commitment required by a Director of a
public company.
Committee
Membership
1
£6,000 £6,000 – For the additional time required on
Committee business.
Chair of the Audit and
Risk Committee
£12,000 £10,667 12.5 For the additional responsibility and the
time required on the Company’s financial
affairs and reporting.
Senior Independent
Director
£3,000 £3,000 – For supporting the Chair in the
delivery of their objectives and leading
the evaluation of the Chair and their
succession process.
Chair of the Marketing
Committee
£5,000 £4,333 15.4 For the additional responsibility of
leading and reviewing the marketing and
distribution activity of the Company.
Chair of Nomination
Committee
2
£3,000 £2,000 50.0 For the additional responsibility of
leading the Nomination Committee and
discharging its responsibilities.
1. This is a composite fee for all Board Committees. The Chair does not receive this fee.
2. The payment of an additional fee to the Chair of the Nomination Committee was effective from 1 May 2025.
3. 2025 figures reflect a director fee increase that was effective from 1 May 2025.
Non-Executive Directors’ contracts
Each Non-Executive Director’s appointment is
governed by written terms which are available
for inspection at the Company’s registered
office. They are also available at the AGM.
Details of the Company’s policy on Directors’
tenure may be found on page 41.
Single total figure of remuneration
(audited) and annual percentage
change in total remuneration paid to
Non-Executive Directors
The figures in the table overleaf represent the total
remuneration paid to the Non-Executive Directors.
In each case the only remuneration payable was
the Director’s annual fee (as detailed above); there
was no variable remuneration paid or taxable
benefits provided to any of the Directors.
62
Directors’ Report
In accordance with The Companies (Directors’ Remuneration Policy and Directors’ Remuneration
Report) Regulations 2019, the below table also sets out the annual percentage change in each
Director’s remuneration received in the financial period ended 31 December 2025 compared
to the preceding four financial years ended 31 December. The remuneration figures reflect any
change in a Director’s role or pro-rata fees as detailed in the footnote below.
Year ended
31December 2025
Year ended
31December 2024
Year ended
31December 2023
Year ended
31December 2022
Year ended
31December 2021
Director
Fees
(Audited)
(£’000)
%
change
Fees
(Audited)
(£’000)
%
change
Fees
(Audited)
(£’000)
%
change
Fees
(Audited)
(£’000)
%
change
Fees
(Audited)
(£’000)
%
change
D Buckley
1
83 3.8 80 95.1 41 – 41 21.0 34 –
J Dixon
2
53 8.2 49 – 49 – 49 – 49 11.3
S Bates
3
48 9.0 44 – 44 – 44 24.3 35 –
M Park
4
46 12.2 41 – 41 310.0 10 – – –
A Ross
5
60 328.6 14 – – – – – – –
R Beagles
6
43 377.8 9 – – – – – – –
S Bevan
6
43 377.8 9 – – – – – – –
V Hastings
7
24 -41.5 41 – 41 – 41 – 41 –
C Dobie
8
15 -63.4 41 – 41 310.0 10 – – –
J Perry
9
14 55.6 9 – – – – – – –
G Stewart
10
– – – –100.0 80 – 80 – 80 –
A Brooke
11
– – – –100.0 13 –68.3 41 – 41 –
C Samuel
12
– – – – – – 13 –69.2 41 –
K Sternberg
13
– – – – – – – – 22 –50.0
Total 429 27.3 337 –3.7 350 6.4 329 –4.1 343 17.9
Note: As detailed in the table
1. Dean Buckley’s remuneration increased from £41,000 to £80,000 per annum following his appointment as Chair on 1 January 2024 and to £85,000 per
annum with effect from 1 May 2025.
2. Jo Dixon was appointed to the Board on 29 January 2020, and Chair of the Audit and Risk Committee on 6 March 2020. Jo Dixon’s remuneration
increased to £55,500 per annum with effect from 1 May 2025.
3. Sarah Bates was appointed as a Director on 4 March 2021, and as Senior Independent Director on 30 June 2021. Sarah Bates’ remuneration increased
to £49,500 per annum with effect from 1 May 2025.
4. Milyae Park was appointed as a Director on 29 September 2022, and Chair of the Marketing Committee on 1 May 2025. Milyae Park’s remuneration
increased to £48,500 per annum with effect from 1 May 2025.
5. Andrew Ross was appointed as a Director and Deputy Chair on 10 October 2024. There was no change to Andrew Ross’s remuneration during the year.
6. Rachel Beagles and Shauna Bevan were appointed as Directors on 10 October 2024. Both their remuneration increased to £43,500 per annum with
effect from 1 May 2025.
7. Vicky Hastings retired as a director on 31 July 2025.
8. Clare Dobie retired as a director on 1 May 2025.
9. Jack Perry retired as a director on 1 May 2025.
10. Gregor Stewart retired as a director on 31 December 2023.
11. Antony Brooke retired as a director on 27 April 2023.
12. Chris Samuel retired from the Board on 21 April 2022.
13. Karl Sternberg retired from the Board on 30 June 2021.
63
Relative importance of Directors’ fees
The chart below shows the actual expenditure of the Company in 2024 and 2025 on remuneration,
distributions to shareholders by way of dividend and share buybacks, as well as investment
management fees incurred. In 2025, the Non-Executive Directors received £0.4m (2024: £0.3m).
50
100
150
200
250
0.3
0.4
£m
2024 2025
Source: Juniper.
82.4
110.0
57.0
223.6
18.4
18.5
INVESTMENT
MANAGEMENT FEES
BUYBACKSDIVIDENDREMUNERATION
Directors’ shareholdings (audited)
Details of the shareholdings of all Directors and their connected persons, together with details of
shares acquired, are shown below. None of these shares are subject to performance conditions.
In 2025, the Company issued no options to subscribe for shares and there are no options held by
the Directors.
Directors
As at
31December
2024
As at
31December
2025
Acquired between
31December
2025 and 6March
2026
Sarah Bates 55,014 55,014 0
Rachel Beagles 26,033 26,033 0
Shauna Bevan 2,246 3,546 0
Dean Buckley 10,000 30,000 30,000
Jo Dixon 6,500 6,500 0
Milyae Park 3,000 5,100 0
64
Directors’ Report
Performance graph
The graph below shows the Share Price Total Return for holders of the Company’s shares, measured
against the MSCI ACWI rebased to 100 at 31 December 2015. The Company believes that this is the
most appropriate index as it represents the performance of listed equities across a range of global
markets and is the one against which the Company’s performance is measured. At the year-end the
Company was almost wholly invested in listed equities.
Total Shareholder Return (TSR)
MSCI ACWI Alliance Witan
50
100
150
200
250
300
2016 2017 2018 2019 2020 2021 2022 2023 2024 202
5
Source: Morningstar and MSCI Inc. Data to 31 December 2025.
Voting at Annual General Meeting
At the AGM held on 1 May 2025 votes cast by proxy and at the meeting in respect of the
resolution relating to the Directors’ Remuneration Report were as follows:
Resolution Votes for %
Votes
against %
Total
votes cast
Votes
withheld
(abstentions)
Directors’ Remuneration
Report (excluding
Remuneration Policy) 81,044,489 98.96 854,892 1.04 83,503,276 1,603,805
Approval
The Remuneration Report comprising pages 59 to 64 has been approved by the Board and signed
on its behalf by:
Dean Buckley
Chair
5 March 2026
65
Viability and Going
Concern Statements
Viability Statement
The Board has assessed
the prospects and viability
of the Company beyond
the 12 months required
by the Going Concern
accounting provisions.
The Board considered
the current position of
the Company and its
prospects, strategy and
planning process as well as
its principal and emerging
risks in the current, medium
and long term, as set out
on pages 24 to 26. After
the year-end but prior to
approval of these Accounts,
the Board reviewed its
performance against its
strategic objectives and its
management of the principal
and emerging risks facing
the Company.
The Board received regular
updates on performance
and other factors that could
impact on the viability of
the Company.
The Board has concluded
that there is a reasonable
expectation that the
Company will be able to
continue in operation and
meet its liabilities as they
fall due for at least the next
five years; the Board expects
this position to continue
over many more years
to come. The Company’s
Investment Objective,
which was approved by
shareholders in April 2019,
is to deliver a real return
over the long term, through
a combination of capital
growth and a rising dividend,
and the Board regards
the Company’s shares as
a long-term investment.
The Board believes that
a period of five years is
considered a reasonable
period for investment in
equities and is appropriate
for the composition of the
Company’s portfolio.
In arriving at this conclusion,
the Board considered:
• Financial strength: As
at 31 December 2025
the Company had total
assets of £5.5bn, with net
gearing of 6.3% and gross
gearing of 8.7%. At the
year-end the Company
had £121.2m of cash or
cash equivalents.
• Investment: The
portfolio is invested in
listed equities across the
globe. The portfolio is
structured for long-term
performance; the Board
considers five years as
being an appropriate
period over which to
measure performance.
66
Directors’ Report
• Liquidity: The Company
is closed-ended, which
means that there is
no requirement to
realise investments to
allow shareholders to
sell their shares. The
Directors consider this
structure supports
the long-term viability
and sustainability of
the Company, and
have assumed that
shareholders will
continue to be attracted
to the closed-ended
structure due to its
liquidity benefit. During
the year, WTW carried
out a liquidity analysis
and stress test which
indicated that around
82% of the Company’s
portfolio could be sold
within a single day and
a further 15% within 10
days, without materially
influencing market
pricing. WTW performs
liquidity analysis and
stress testing on the
Company’s portfolio
of investments on an
ongoing basis under both
current and stressed
conditions. WTW
remains comfortable
with the liquidity of the
portfolio under both of
these market conditions.
The Board would not
expect this position
to materially alter in
the future.
• Dividends: The
Company has significant
accumulated distributable
reserves which together
with investment
income can be used to
support payment of the
Company’s dividend. The
Board regularly reviews
revenue forecasts and
considers the long-
term sustainability
of dividends under a
variety of different
scenarios. The Company
has sufficient funds to
meet its Dividend Policy
commitments.
• Reserves: The Company
has £5.1bn of distributable
reserves and £0.01bn
of other reserves as at
31 December 2025.
• Discount: The Company
has no fixed discount
control policy. The
Company will continue
to buy back shares when
the Board considers
it appropriate, to take
advantage of any
significant widening
of the discount and to
produce NAV accretion
for shareholders.
• Significant risks: The
Company has a risk
and control framework
(see pages 24 to 26)
which includes a
number of triggers
which, if breached,
would alert the Board
to any potential adverse
scenarios. The Board has
developed and reviewed
various scenarios based
on potentially adverse
events as set out in
note 18 on pages 99
to 107.
• Borrowing: The
Company’s borrowing
facilities were reviewed
to ensure they remained
appropriate. The
Company’s available
borrowing facilities
with The Bank of
Nova Scotia were
consequently reduced
to £75m with a £25m
accordion option and
the borrowing facilities
with The Royal Bank of
Scotland International
were repaid and
cancelled during January
2026. The Company’s
weighted average
borrowings costs have
reduced by 0.3%. All
borrowings are secured
by floating charges
over the assets of the
Company. The Company
comfortably meets its
banking covenants.
• Security: The Company
retains title to all
assets held by the
Custodian which are
subject to further
safeguards imposed on
the Depositary.
• Operations: Throughout
the year under review,
the Company’s key
service providers
continued to operate
in line with service
level agreements with
no significant errors
or breaches having
been recorded.
Going Concern
Statement
In view of the conclusions
drawn in the foregoing
Viability Statements, which
considered the resources
of the Company over the
next 12 months and beyond,
the Directors believe that
the Company has adequate
financial resources to
continue in existence for at
least twelve months from
the date of approval of
these financial statements.
Therefore, the Directors
believe that it is appropriate
to continue to adopt the
Going Concern basis in
preparing the financial
statements.
67
68
Directors’ Report
Directors’
Responsibilities
The Directors are
responsible for preparing
the Annual Report and the
Financial Statements in
accordance with UK-adopted
international accounting
standards and applicable law
and regulations.
Company law requires
the Directors to prepare
Financial Statements for
each financial year. Under
that law the Directors are
required to prepare the
Financial Statements in
accordance with UK-adopted
international accounting
standards. Under company
law the Directors must
not approve the Financial
Statements unless they are
satisfied that they give a true
and fair view of the state
of affairs of the Company
and of the profit or loss for
that period.
In preparing these Financial
Statements, the Directors
are required to:
• Select suitable accounting
policies and then apply
them consistently;
• Make judgements and
accounting estimates
that are reasonable
and prudent;
• State whether they
have been prepared in
accordance with UK-
adopted International
Accounting Standards,
subject to any material
departures disclosed and
explained in the Financial
Statements;
• Prepare the Financial
Statements on the Going
Concern basis unless it is
inappropriate to presume
that the Company will
continue in business; and
• Prepare a Directors’
Report, a Strategic
Report and Directors’
Remuneration Report
which comply with the
requirements of the
Companies Act 2006.
The Directors are
responsible for keeping
adequate accounting records
that are sufficient to show
and explain the Company’s
transactions, and disclose
with reasonable accuracy
at any time the financial
position of the Company and
enable them to ensure that
the Financial Statements
comply with the Companies
Act 2006.
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 ensuring
that the Annual Report and
Financial Statements, taken
as a whole, are fair, balanced
and understandable and
provides the information
necessary for shareholders
to assess the Company’s
position, performance,
business model and strategy.
69
Website publication
The Directors are
responsible for ensuring
the Annual Report and the
Financial Statements are
made available on a website.
Financial Statements are
published on the Company’s
website in accordance
with legislation in the
United Kingdom governing
the preparation and
dissemination of Financial
Statements, which may
vary from legislation in
other jurisdictions. The
maintenance and integrity
of the Company’s website
is the responsibility of the
Directors. The Directors’
responsibility also extends
to the ongoing integrity of
the Financial Statements
contained therein.
Report of Directors
and Responsibility
Statement
The Report of the Directors
on pages 30 to 69 (other
than pages 65 to 67 which
form part of the Strategic
Report) of the Annual
Report and Accounts
has been approved by
the Board. The Directors
have chosen to include
information relating to
future development of the
Company and relationships
with suppliers, customers
and others, and their impact
on the Board’s decisions
on pages 27 to 29 of the
Strategic Report.
Each of the Directors, who
are listed on pages 31 to 35
of this report, confirm to the
best of their knowledge that:
• The Financial
Statements, prepared
in accordance with the
applicable set of UK
adopted International
Accounting Standards,
give a true and fair view
of the assets, liabilities,
financial position and
profit or loss of the
Company;
• The Annual Report
includes a fair view
of the development
and performance
of the business and
the position of the
Company, together
with a description of
the principal risks and
uncertainties that the
Company faces; and
• In the opinion of the
Board, the Annual
Report and Financial
Statements taken as a
whole, are fair, balanced
and understandable
and provides the
information necessary
to assess the Company’s
position, performance,
business model
and strategy.
On behalf of the Board
Dean Buckley
Chair
5 March 2026
70
Independent Auditor’s Report
Independent
Auditor’s Report
Report on the audit of the financial statements
Opinion
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of
its profit and cash flows for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting
standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Alliance Witan PLC (the ‘Company’) for the year
ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement
of Changes in Equity, Balance Sheet, Cash Flow Statement and Notes to the Financial Statements,
including a summary of material accounting policy information. The financial reporting framework
that has been applied in the preparation of the financial statements is applicable law and UK
adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we remain independent of the Company in
conducting our audit.
71
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going
concern basis of accounting included:
• Evaluating the appropriateness of the Directors’ method of assessing the going concern in
light of economic and market conditions by reviewing the information used by the Directors in
completing their assessment;
• Assessing and monitoring compliance with loan and banking covenants under base case and
stressed scenarios;
• Assessing the appropriateness of the Directors’ assumptions and judgements made in their
base case and stress tested forecasts including consideration of the available cash resources
relative to forecast expenditure and commitments; and
• Challenging the Directors’ assumptions and judgements made in their forecasts including
performing an independent analysis of the liquidity of the portfolio.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on
the Company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue. However, because not all future events
or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to
continue as a going concern.
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
2025 2024
Key audit matters Valuation and ownership of quoted investments
3 3
Revenue Recognition
3 3
Materiality Company financial statements as a whole
£51.1m (2024: £52.2m) based on 1% (2024: 1%)
of Net Assets
72
Independent Auditor’s Report
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, the
applicable financial reporting framework and the Company’s system of internal control. We
identified and assessed the risks of material misstatement of the Company financial statements.
We then applied professional judgement to focus our audit procedures on the areas that posed
the greatest risks to the financial statements. We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of reducing the risk of material misstatement to an
acceptable level, in order to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Key audit matter
How the scope of our audit addressed the
key audit matter
Valuation and ownership of listed
investments
(Notes 2 and 9 to the financial statements)
The investment portfolio at 31 December
2025 primarily comprised of listed
investments that represented more than 99%
of the total portfolio value.
There is a risk that the prices used for the
listed investments held by the Company are
not reflective of fair value and the risk that
errors made in the recording of investment
holdings result in the incorrect reflection of
investments owned by the Company.
Therefore, we considered the valuation
and ownership of listed investments to
be of most significance to the audit of the
financial statements as the listed investments
represent the most significant balance in
the financial statements and underpin the
principal activity of the entity.
For these reasons and the materiality of the
balance in relation to the financial statements
as a whole, we considered this to be a key
audit matter.
We responded to this matter by testing the
valuation and ownership of the whole portfolio of
listed investments. The procedures we performed
included:
• Confirmed the year-end bid price was used
by agreeing to independently obtained,
externally quoted prices;
• Recalculated the valuation by multiplying the
number of shares held per the confirmation
obtained from the custodian by the valuation
per share; and
• Considered if there were contra indicators,
such as liquidity considerations, to suggest bid
price is not the most appropriate indication of
fair value by considering the realisation period
for individual holdings; and
• In respect of the ownership of investments,
we obtained direct confirmation from
the custodian regarding the title of all
investments held at the balance sheet date.
Key observations:
Based on our procedures performed we did not
identify any matters to suggest the valuation or
ownership of the listed equity investments were
not appropriate.
73
Key audit matter
How the scope of our audit addressed the
key audit matter
Revenue recognition
(Notes 2 and 3 to the financial statements)
Income arising from dividends is the main
source of the revenue returns to the
shareholders. The Company has an objective
to deliver real returns over the long term
through a combination of capital growth and
a rising dividend. There may be an incentive
to misallocate dividend income in the
income statement to achieve the Company’s
objective.
Judgement may be required by management
in determining the allocation of dividend
income to revenue or capital for special
dividends.
For this reason, we considered revenue
recognition to be a key audit matter.
Our procedures included the following:
• We have assessed design and implementation
of controls in relation to allocation of dividend
return between revenue and capital.
• We assessed the treatment of special
dividends and analysed the whole population
of dividend receipts to identify items for
further investigation that could indicate
a capital distribution, for example where
a dividend represents a particularly high
yield. We challenged if these had been
appropriately accounted for as income or
capital, through a combination of inquiry
with management and our own independent
research, including inspection of financial
statements and public announcements of
investee companies.
• In addition, to gain comfort over existence,
accuracy, completeness and cut off we
derived an independent expectation of
income based on the investment holdings and
distributions per independent sources and
compared to that recorded 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.
74
Independent Auditor’s Report
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating
the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on
the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of testing
needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial
as we also take account of the nature of identified misstatements, and the particular circumstances of
their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole and performance materiality as follows:
Company financial statements
2025
£m
2024
£m
Materiality 51.1 52.2
Basis for determining materiality 1% of Net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key
measure of performance for users of the financial
statements.
Performance materiality 38.3 39.1
Basis for determining performance
materiality
75% of materiality
Rationale for the percentage applied
for performance materiality
The level of performance materiality applied was set
after having considered a number of factors including the
expected total value of known and likely misstatements
and the level of transactions in the year.
Reporting threshold (Financial Statement Materiality)
We agreed with the Audit and Risk Committee that we would report to them all individual audit
differences in excess of £2,500,000 (2024: £2,600,000). We also agreed to report differences
below this threshold that, in our view, warranted reporting on qualitative grounds.
Specific materiality
Whilst the majority of long-term returns are expected to arise from capital, the investment
objective of the Company is to deliver real returns over the long term through a combination of
capital growth and a rising dividend. The users of the financial statements may be affected by
smaller movements in revenue returns as this impacts on the dividend level available to be paid
out by the Company. We therefore set a specific materiality applied to items impacting on revenue
returns, set at 5% of revenue return before tax being £4,100,000 (2024: £3,000,000). We further
applied a performance materiality level of 75% of specific materiality to ensure that the risk of
errors exceeding specific materiality was appropriately mitigated.
75
Reporting threshold (Specific Materiality)
We agreed with the Audit and Risk Committee that we would report to them all individual audit
differences in excess of £205,000 (2024: £150,000) in respect of items that impact revenue return.
We also agreed to report differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the Annual Report other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate Governance Statement relating to the
Parent Company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 67; and
• The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and why
the period is appropriate set out on pages 65 to 67.
• The Directors’ statement on whether they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities set out on page 65.
76
Independent Auditor’s Report
Other Code provisions • Directors’ statement on fair, balanced and understandable set
out on pages 68 and 69;
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 24 to 26.
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on pages 45 and 46; and
• The section describing the work of the Audit and Risk Committee
set out on pages 43 to 46.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the
audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and
matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation
to which the Companies Act 2006 requires us to report to you if, in our
opinion:
• adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting records
and returns; or
• certain disclosures of Directors’ remuneration specified by law are not
made; or
• we have not received all the information and explanations we require
for our audit.
77
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with the Investment Manager, Administrator and Audit and Risk Committee; and
• Obtaining and understanding the Company’s policies and procedures regarding compliance
with laws and regulations
we considered the significant laws and regulations to be Companies Act 2006, DTR rules, the
principles of the AIC Code of Corporate Governance, industry practice represented by the AIC
SORP, the applicable accounting framework, and the Company’s qualification as an Investment
Trust under UK tax legislation, as any non-compliance of this would lead to the Company losing
various deductions and exemptions from corporation tax.
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Independent Auditor’s Report
Our procedures in respect of the above included:
• Agreeing the financial statement disclosures to underlying supporting documentation and
performing disclosure checklists;
• Enquiries of management and those charged with governance relating to their knowledge of
any non-compliance with laws and regulations;
• Reviewing minutes of meetings of those charged with governance throughout the period for
instances of non-compliance with laws and regulations; and
• Reviewing the calculations in respect of investment trust compliance to confirm that the
Company was meeting its requirements to retain investment trust status.
Fraud
We assessed the susceptibility of the financial statement to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager, the Administrator 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 meeting 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 classification of dividends between revenue and capital
• The procedures set out in the Key Audit Matters section above relating to the classification of
dividends between revenue and capital; and
• In addressing the risk of management override of control, we:
• Performed a review of estimates and judgements applied by management in the financial
statements to assess their appropriateness and the existence of any systematic bias;
• Considered the opportunity and incentive to manipulate accounting entries and target
tested relevant adjustments made in the period end financial reporting process; 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 deemed to have the appropriate competence and
capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
79
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 Audit and Risk Committee on 22 April 2020 to audit the financial
statements for the period ended 31 December 2020. Our total uninterrupted period of
engagement is 6 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.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
5 March 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
81
80
Financial
Statements
80
Statement of Comprehensive Income for the year ended 31December 2025
Statement of Changes in Equity for the year ended 31December 2025
Balance Sheet as at 31December 2025
Cash Flow Statement for the year ended 31December 2025
Notes to the Financial Statements
Financial Statements
81
80
81
Statement of Comprehensive Income
for the year ended 31December 2025
Year to 31 December 2025 Year to 31 December 2024
£000 Note Revenue Capital Total Revenue Capital Total
Income 3 97,891 227 98,118 72,463 354 72,817
Gains on investments held at fair
value through profit or loss 9 – 192,053 192,053 – 449,551 449,551
Gains/(losses) on derivatives – 11,225 11,225 – (206) (206)
(Losses)/gains on fair value of debt – (8,821) (8,821) – 16,708 16,708
Total 97,891 194,684 292,575 72,463 466,407 538,870
Investment management fees 4 (4,616) (13,847) (18,463) (5,381) (13,058) (18,439)
Administrative expenses 4 (5,737) (359) (6,096) (3,661) (281) (3,942)
Finance costs 5 (4,177) (12,532) (16,709) (3,221) (9,662) (12,883)
Foreign exchange losses – (16,250) (16,250) – (1,010) (1,010)
Profit before tax 83,361 151,696 235,057 60,200 442,396 502,596
Taxation 6 (10,374) (219) (10,593) (6,545) (5,348) (11,893)
Profit for the year 72,987 151,477 224,464 53,655 437,048 490,703
All profit for the year is attributable to equity holders.
Earnings per share (pence per share) 8 18.52 38.45 56.97 17.30 140.95 158.25
All revenue and capital items in the above statement derive from continuing operations.
During the prior year, the Company acquired the assets and liabilities of Witan Investment Trust plc following
a scheme of reconstruction.
The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and
‘Capital’ columns represent supplementary information prepared under guidance issued by the Association of
Investment Companies. The Company does not have any other comprehensive income and hence profit for
the year, as disclosed above, is the same as the Company’s total comprehensive income.
The notes on pages 85 to 107 form an integral part of these Financial Statements.
83
8282
Statement of Changes in Equity
for the year ended 31 December 2025
Distributable reserves
£000 Note
Share
capital
Share
premium
Capital
redemption
reserve
Special
reserve
Realised
capital
reserve
Unrealised
capital
reserve
Revenue
reserve
Total
distributable
reserves
Total
equity
At 1 January 2024 7,106 – 11,892 – 2,658,727 574,645 84,318 3,317,690 3,336,688
Total comprehensive
income:
Profit/(loss) for the year – – – – 458,122 (21,074) 53,655 490,703 490,703
Transactions with owners,
recorded directly to equity:
Issue of ordinary shares in
respect of the combination
with Witan 3,024 1,535,877 – – – – – – 1,538,901
Costs in relation to the
combination – (4,947) – – – – – – (4,947)
Ordinary dividends paid 7 – – – – – – (82,414) (82,414) (82,414)
Unclaimed dividends
returned – – – – – – 9 9 9
Own shares purchased 13 – – – – (56,987) – – (56,987) (56,987)
Balance at 31 December
2024 10,130 1,530,930 11,892 – 3,059,862 553,571 55,568 3,669,001 5,221,953
Total comprehensive
income:
Profit/(loss) for the year – – – – 162,964 (11,487) 72,987 224,464 224,464
Transactions with owners,
recorded directly to equity:
Reduction and
reclassification of share
premium account
(1)
– (1,530,930) – 1,530,930 – – – 1,530,930 –
Ordinary dividends paid 7 – – – – – – (110,029) (110,029) (110,029)
Unclaimed dividends
returned – – – – – – 19 19 19
Cost of reduction and
reclassification of share
premium account – – – (63) – – – (63) (63)
Own shares purchased 13 – – – (147,779) (75,822) – – (223,601) (223,601)
Balance at 31 December
2025 10,130 – 11,892 1,383,088 3,147,004 542,084 18,545 5,090,721 5,112,743
(1)
On 5 August 2025 the Court of Session in Scotland (the ‘Court’) approved the reduction of the Company’s share premium account and the crediting of
an equivalent amount to the Company’s distributable reserves. The Order of the Court approving the reduction became effective on 14 August 2025
when it was registered with the Registrar of Companies.
The £542.1m (2024: £553.6m) of unrealised capital reserve comprising £531.3m unrealised gains on
investments; £12.7m unrealised gains on borrowings; and £1.9m unrealised currency losses is subject
to fair value movements and may not be readily realisable at short notice, as such it may not be entirely
distributable. The unrealised gains on borrowings of £12.7m (2024: £22.8m) and gains on Level 3
investments of £6.8m (2024: £3.5m) are not distributable.
The notes on pages 85 to 107 form an integral part of these Financial Statements.
Financial Statements
8383
Balance Sheet
as at 31 December 2025
£000 Note 2025 2024
Non-current assets
Investments held at fair value through profit or loss 9 5,358,871 5,402,381
5,358,871 5,402,381
Current assets
Outstanding settlements and other receivables 10 10,106 11,282
Cash and cash equivalents 17 121,165 182,725
131,271 194,007
Total assets 5,490,142 5,596,388
Current liabilities
Outstanding settlements and other payables 11 (5,722) (13,057)
Bank loans 12 (61,901) (45,245)
(67,623) (58,302)
Total assets less current liabilities 5,422,519 5,538,086
Non-current liabilities
Fixed rate loan notes held at fair value 12 (308,097) (299,276)
Bank loans 12 – (15,000)
Deferred tax provision 6 (1,679) (1,857)
(309,776) (316,133)
Net assets 5,112,743 5,221,953
Equity
Share capital 13 10,130 10,130
Share premium account - 1,530,930
Capital redemption reserve 11,892 11,892
Special reserve 1,383,088 –
Capital reserve 3,689,088 3,613,433
Revenue reserve 18,545 55,568
Total equity 5,112,743 5,221,953
All net assets are attributable to equity holders.
Net asset value per ordinary share attributable to equity holders (£) 14 £13.37 £13.05
The Financial Statements were approved by the Board of Directors and authorised for issue on 5 March 2026.
They were signed on its behalf by:
Jo Dixon
Chair of the Audit and Risk Committee
The notes on pages 85 to 107 form an integral part of these Financial Statements.
The Company is registered in Scotland with registered number SC001731.
85
8484
Cash Flow Statement
for the year ended 31 December 2025
£000 Note 2025 2024
Cash flows from operating activities
Profit before tax 235,057 502,596
Adjustments for:
Gains on investments (192,053) (449,551)
(Gains)/losses on derivatives (11,225) 206
Losses/(gains) on fair value of debt 8,821 (16,708)
Foreign exchange losses 16,250 1,010
Dividend income (95,125) (71,317)
Other income (2,993) (1,500)
Dividend income received 95,639 69,435
Other income received 2,620 1,500
Finance costs 5 16,709 12,883
Operating cash flows before movements in working capital 73,700 48,554
Decrease/(increase) in receivables 341 (392)
Decrease in payables (699) (43)
Net cash inflow from operating activities before tax 73,342 48,119
Taxes paid (9,991) (10,701)
Net cash inflow from operating activities 63,351 37,418
Cash flows from investing activities
Proceeds on disposal of investments 5,153,245 4,697,547
Purchases of investments (4,937,901) (4,702,449)
Settlement of derivative financial instruments 11,225 (206)
Net cash inflow/(outflow) from investing activities 226,569 (5,108)
Net cash inflow before financing 289,920 32,310
Cash flows from financing activities
Dividends paid – equity 7 (110,029) (82,414)
Unclaimed dividends returned 19 9
Net cash acquired following the combination with Witan – 177,581
Costs paid in relation to the combination with Witan – (4,947)
Costs of share premium account cancellation (63) –
Purchase of own shares (223,508) (56,987)
Repayment of bank debt 17 (46,000) (59,000)
Drawdown of bank debt 17 46,000 104,874
Finance costs paid (16,506) (12,033)
Net cash (outflow)/inflow from financing activities (350,087) 67,083
Net (decrease)/increase in cash and cash equivalents (60,167) 99,393
Cash and cash equivalents at the start of the year 182,725 84,974
Effect of foreign exchange rate changes (1,393) (1,642)
Cash and cash equivalents at the end of the year 121,165 182,725
The notes on pages 85 to 107 form an integral part of these Financial Statements.
Financial Statements
8585
Notes to the Financial Statements
1 General information
Alliance Trust PLC was incorporated in the United Kingdom under the Companies Acts 1862-1886. The
Company changed its name to Alliance Witan PLC on 9 October 2024 following its combination with Witan
Investment Trust PLC. The address of its registered office is given on page 121. The nature of the Company’s
operations and its principal activity is as a global investment company. The following notes refer to the year
ended 31 December 2025 and the comparatives refer to the year ended 31 December 2024.
The Financial Statements are presented in pounds sterling because that is the currency of the primary
economic environment in which the Company operates.
2 Summary of material accounting policies
(a) Basis of accounting
The Financial Statements have been prepared in accordance with UK-adopted International Accounting
Standards (‘IASs’).
The Financial Statements have been prepared on the historical cost basis, except that investments and fixed
rate notes are stated at fair value through the profit and loss. The Association of Investment Companies
(‘AIC’) issued a Statement of Recommended Practice: Financial Statements of Investment Companies
(‘AIC SORP’) in July 2022. The Directors have sought to prepare the Financial Statements in accordance
with the AIC SORP where the recommendations are consistent with IASs. The Company qualifies as an
investment entity.
Going concern
The Directors having assessed the principal and emerging risks of the Company have, at the time of
approving the Financial Statements, a reasonable expectation that the Company has adequate resources
to continue in operational existence for at least twelve months from the date of approval. The Company’s
assets, the majority of which are investments in quoted equity securities and are readily realisable,
significantly exceed its liabilities. The Directors have also considered, among other things, revenue forecasts,
a review of covenant compliance and an assessment of the liquidity of the portfolio, including under stressed
conditions. They therefore continue to adopt the Going concern basis of accounting in preparing the
Financial Statements.
Use of judgements, estimates and assumptions
The preparation of the Financial Statements necessarily requires the exercise of judgement both in the
application of accounting policies, which are set out below, and in the selection of assumptions used in the
calculation of estimates. The Board reviews these judgements and estimates on an ongoing basis taking into
account historical experience and other relevant factors. The same accounting policies and presentations
are followed in these Financial Statements, as were applied in the last audited Financial Statements. The key
sources of estimation uncertainty at the reporting period include the Company’s:
• unquoted investments. The Company considers the methodologies and assumptions adopted in the
valuation are supportable, reasonable and robust. Because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been used had a ready market
for the investment existed.
• debt which is measured at fair value for financial reporting purposes. In estimating the fair value the
Company engages third party qualified valuers to perform the valuation. Details of the fair value of debt
are provided in notes 12 and 18.9.
New and amended accounting standards that are effective for the current year
The International Accounting Standards Board (IASB) has issued amendments to IAS 21, The Effects of
Changes in Foreign Exchange Rates, titled Lack of Exchangeability, which are effective for annual reporting
periods beginning on or after 1 January 2025.
These amendments provide guidance on determining the exchange rate when a currency is not exchangeable
and require additional disclosures in such circumstances.
The adoption of this amendment has not had any impact on the disclosures or the amounts reported in the
Financial Statements.
Not yet applied
The Company does not expect any other standards endorsed by the UK Endorsement Board (‘UKEB’),
but not yet effective, to have a material impact.
(b) Principal accounting policies
(i) Financial instruments
Financial assets and financial liabilities are recognised on the Company’s Balance Sheet when the Company
enters into a contract for a financial instrument. The Company will only offset financial assets and financial
liabilities if it has a legally enforceable right of offset and intends to settle on a net basis.
(ii) Investments
Investments are recognised and derecognised on the trade date where a purchase or sale is made under
a contract whose terms require delivery within the time frame established by the market concerned.
Investments are principally designated as fair value through the profit and loss upon initial recognition.
Subsequently the investments are valued at fair value, which for listed investments is either the bid price
or the last traded price, depending on the convention of the exchange on which the investment is quoted.
Investments which are not listed, or which are not frequently traded, are valued at the Directors’ best
estimate of fair value. In arriving at their estimate, the Directors make use of recognised valuation techniques
including the utilisation of valuations of such investments from the relevant general partner or Investment
Manager, including any fair value adjustments to the underlying net asset values. The general partners’ or
managers’ unlisted investment policy applies methodologies consistent with the International Private Equity
and Venture Capital Valuation guidelines (‘IPEV’). Where there is a valuation technique commonly used by
market participants to price the instrument and that technique has been demonstrated to provide reliable
estimates of prices obtained in actual market transactions, that technique is utilised.
Financial Statements
86
87
The following wholly owned subsidiaries are not consolidated and are valued at fair value through the
Statement of Comprehensive Income as they do not provide services that relate directly to the investment
activities of the Company nor are they themselves regarded as investment entities:
Name Shares held Country of incorporation Principal Activity
AT2006 Limited Ordinary Scotland* Intermediate holding company
The Second Alliance Trust Limited Ordinary Scotland* Inactive
*Registered at River Court, 5 West Victoria Dock Road, Dundee, Scotland, DD1 3JT.
Changes in fair value of all investments held at fair value and realised gains and losses on disposal are
recognised in the capital return column of the Statement of Comprehensive Income.
(iii) Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date on which the derivative
contract is entered into and are subsequently measured at fair value. Changes in the fair value of derivative
financial instruments are recognised in the Statement of Comprehensive Income. During the year the
Company entered into futures contracts for the purposes of efficient portfolio management. There were no
open derivative contracts at the year-end (2024: same).
(iv) Cash and cash equivalents
Cash and cash equivalents are defined as short-term, highly liquid investments that are readily convertible to
known amounts of cash and are not subject to significant changes in fair value.
(v) Bank loans and fixed rate loan notes
Interest-bearing bank loans are initially recognised at the proceeds received, net of direct issue costs.
They are subsequently valued at their amortised cost. Interest payable on the bank loans is accounted for on
an accrual basis in the Statement of Comprehensive Income.
Fixed rate loan notes are initially recognised at the value of the proceeds received. After initial recognition
they are valued at fair value through the profit and loss in line with the Company’s risk management and
investment strategy and information about the fixed rate loan notes is provided internally on a fair value
basis, calculated by qualified third party valuers, to the Company’s key management personnel. The Company
has elected not to present the fair value of the loan notes including any accrued interest and instead excludes
the accrued interest from the fair value, with the interest being presented separately within current liabilities.
The borrowings are invested with the aim of enhancing long term returns. In line with fair value movements
in investments related movements on the debt are recognised in capital. Finance charges are accounted for
through the Statement of Comprehensive Income on an accruals basis.
(vi) Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates of exchange on the dates of
the transactions. At each Balance Sheet date, monetary items and non-monetary assets and liabilities that are
fair valued and which are denominated in foreign currencies are restated at the rates prevailing on that date.
Foreign exchange differences are recognised as capital and shown in the capital column of the Statement of
Comprehensive Income if they are of a capital nature and recognised as revenue and shown in the related
income line if they are of a revenue nature.
(vii) Revenue recognition
Dividend income from investments is recognised when the shareholder’s right to receive payment has been
established, normally the ex-dividend date.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the
amount of cash dividend foregone is recognised as income. Any excess in the value of shares received over the
amount of cash dividend foregone is recognised as a capital gain in the Statement of Comprehensive Income.
Interest receivable from cash and short-term deposits is accrued to the end of the period.
Special dividends are either treated as repayment of capital or as income, depending on the facts of each case.
(viii) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue with the
following exceptions:
• management fees, Directors’ fees and finance costs are allocated 25% to revenue and 75% to capital
in line with the Board’s expected long term split of revenue and capital return from the Company’s
investment portfolio.
• expenses incidental to the purchase and sale of an investment are charged to capital and included with
gains and losses on investments. These expenses are commonly referred to as transaction costs and
include items such as stamp duty and brokerage commissions.
(ix) Taxation
The Company carries on its business as an investment trust and conducts its affairs so as to qualify as such
under the provisions of Section 1158 and 1159 of the Corporation Tax Act 2010.
Taxable profit differs from the net profit as reported in the Statement of Comprehensive Income because it
excludes items of income or expense that are taxable or deductible in other years as well as items that are
never taxable or deductible. The Company’s liability for current tax is calculated using the rates applicable as
at the Balance Sheet date.
Deferred tax is provided on all timing differences that have originated but not reversed by the Balance Sheet
date. Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only
recognised to the extent that it is more likely than not that taxable profits will be available against which
those timing differences can be utilised.
Gains and losses on sale of investments purchased and sold in India are liable to capital gains tax in India.
At each year end date, a provision for capital gains tax is calculated based upon the Company’s realised
and unrealised gains and losses based on the applicable rate of tax. The provision is recognised in the
Balance Sheet and the year-on-year movement in the provision is recognised in capital in the Statement of
Comprehensive Income.
(x) Dividends payable
Interim dividends are recognised in the period in which they are paid.
(xi) Nature and purpose of reserves
Share capital
The share capital on the Balance Sheet relates to the number of shares in issue. This reserve is not distributable.
Financial Statements
88
89
Share premium account
The balance classified as share premium includes the premium above nominal value from the proceeds on
issue of any equity share capital comprising ordinary shares of 2.5p and the proceeds of sales of shares held
in Treasury in excess of the weighted average purchase price paid by the Company to repurchase the shares.
This reserve is not distributable.
Capital redemption reserve
The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled.
This is not distributable.
Special reserve
The special reserve arose following court approval in August 2025 to transfer the £1,530,930,000 from
the share premium account. This reserve is distributable and may be used, where the Board considers
it appropriate, by the Company for the purposes of paying dividends to shareholders and, in particular,
augmenting or smoothing payments of dividends to shareholders. The special reserve can also be used to
fund the cost of share buybacks.
Capital reserve
The following are accounted through this reserve:
• Gains and losses on realisation of investments and derivative financial instruments;
• Increases or decreases of the value of investments and fair value debt held at the year-end;
• Foreign exchange differences of a capital nature;
• Costs of purchase of own shares; and
• Where consistent with the AIC SORP, 75% of indirect expenditure including management fees, finance
costs and relevant administrative expenses are charged to capital profits.
Revenue reserve
Revenue profits and losses of the Company that are revenue in nature are recorded within this reserve,
together with the dividend payments made by the Company.
(xii) Repurchase of ordinary shares (including those held in Treasury)
The costs of repurchasing ordinary shares including related stamp duty and transaction costs are taken
directly to equity and reported through the Statement of Changes in Equity as a charge on the capital reserve
or special reserve. Share repurchase transactions are accounted for on a trade date basis.
The nominal value of ordinary share capital repurchased and cancelled is transferred out of called up share
capital and into the capital redemption reserve.
Where shares are repurchased and held in Treasury, the transfer to capital redemption reserve is made if and
when such shares are subsequently cancelled.
3 Income
An analysis of the Company’s revenue is as follows:
£000 2025 2024
Revenue:
Income from investments
Listed dividends – UK 16,663 10,125
Listed dividends – Overseas 78,235 60,838
94,898 70,963
Other income
Bank interest 2,278 1,475
Interest from liquidity funds 627 –
Other income 88 25
2,993 1,500
Total allocated to revenue 97,891 72,463
Capital:
Income from investments
Listed dividends – UK – 23
Listed dividends – Overseas 227 331
Total allocated to capital 227 354
Total income 98,118 72,817
4 Profit before tax is stated after charging the following expenses:
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Investment management fees
Investment management fees 4,616 13,847 18,463 5,381 13,058 18,439
Following the combination with Witan, an amended and restated management fee agreement came into
effect on 10 October 2024, details of which are provided on page 37.
During 2024, the Investment Manager agreed to waive management fees of £8,060,000 by way of its
contribution towards the costs associated with the Company’s combination with Witan over a period of
twelve months from the admission date of the new ordinary shares issued following the combination (of
which £6,205,000 has been waived in the year to 31 December 2025 (2024: £1,855,000 waived)). The
WTW cost contribution is subject to a clawback provision, in the event of the termination of its appointment
as AIFM and Investment Manager of the Company, further details of which can be found in the circular
issued by the Company dated 12 September 2024.
2024: includes £1,028,000 for distribution services, which is recorded directly to revenue and includes
marketing and promotional activities and investor relations. As part of the reformulation of the structure
following the combination with Witan, such allowances for for external distribution services are no longer
incorporated within the management fee paid to WTW, and the Company instead pays such costs directly.
Financial Statements
90
91
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Administrative costs
Auditor’s remuneration (see table below) 89 – 89 110 – 110
Directors’ fees 107 322 429 84 253 337
Finance, administration and
company secretarial services 1,491 – 1,491 1,455 – 1,455
Depositary and custody services 883 – 883 673 – 673
Regulatory and listing fees 458 – 458 327 – 327
Other administrative costs
*
2,709 37 2,746 1,012 28 1,040
5,737 359 6,096 3,661 281 3,942
* As noted above, distribution costs ceased to form part of the management fees paid to WTW following the Witan combination. Other
administrative costs includes any marketing and distribution costs incurred by the Company since that date (2025: £2.0m; 2024: £0.3m).
Other administrative costs also include legal and professional fees, printing costs, registrars’ fees and other sundry expenses.
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Fee payable to the auditor for
the audit of the Group’s annual
accounts 89 – 89 110 – 110
89 – 89 110 – 110
The above audit fee of £89,000 includes £3,500 for the audit of the non-consolidated subsidiaries
(2024: £3,200). The 2024 fee includes a one-off cost of £25,000 for additional audit work performed in
relation to the Witan combination. No non-audit services were provided during 2025 or 2024.
5 Finance costs
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Interest on bank loans 719 2,156 2,875 710 2,129 2,839
Interest on fixed rate loan notes 3,271 9,814 13,085 2,353 7,058 9,411
Other finance costs 187 562 749 158 475 633
Total 4,177 12,532 16,709 3,221 9,662 12,883
The basis of the apportionment of finance costs between revenue and capital profits is disclosed in note 2.
Details of borrowings are disclosed in notes 12 and 18.
6 Taxation
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Overseas withholding tax 10,374 18 10,392 6,545 – 6,545
Overseas capital gains tax – 201 201 – 5,348 5,348
Tax expense for the year 10,374 219 10,593 6,545 5,348 11,893
The profit of the Company for the year ended 31 December 2025 is taxed at the standard UK corporation
tax rate of 25% (2024: 25%). Taxation for overseas jurisdictions is calculated at the rates prevailing in the
respective jurisdictions. The tax charge assessed for the years ended 2025 and 2024 can be reconciled to the
profit per the Statement of Comprehensive Income as follows:
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Profit before tax 83,361 151,696 235,057 60,200 442,396 502,596
Tax at the standard UK
corporation tax rate of 25%
(2024: 25%) 20,840 37,924 58,764 15,050 110,599 125,649
Gains on investments and
derivatives not subject to UK
corporation tax – (50,203) (50,203) – (112,336) (112,336)
Income exempt from UK
corporation tax (23,030) (57) (23,087) (17,213) (89) (17,302)
Deferred tax assets not
recognised 2,271 7,487 9,758 2,224 2,283 4,507
Other adjustments (81) 4,849 4,768 (61) (457) (518)
UK Corporation tax charge – – – – – –
Overseas withholding tax 10,374 18 10,392 6,545 – 6,545
Overseas capital gains tax
charged on sales – 379 379 – 3,491 3,491
Movement in deferred tax
liability on overseas capital gains – (178) (178) – 1,857 1,857
Tax expense for the year 10,374 219 10,593 6,545 5,348 11,893
The Company is liable to pay Indian capital gains tax under Section 115 AD of the Indian Income Act 1961.
The capital element of the tax charge of £0.2m (2024: £5.3m) represents the Indian capital gains tax paid on
disposals during the year plus the deferred tax liability movement on unrealised gains on Indian investments.
The deferred tax liability at 31 December 2025 was £1.7m (2024: £1.9m).
At the Balance Sheet date, the Company had unused tax losses of £252.6m (2024: £231.3m) available for
offset against future profits.
The unrecognised deferred tax asset in relation to the unused tax losses is £63.2m (2024: £57.7m) based on
a prospective corporation tax rate of 25% (2024: 25%). The Company has other deferred tax assets totalling
£8.0m (2024: £3.9m) which have not been recognised. The other deferred tax assets relate to carried
forward disallowed interest, and fixed asset temporary differences.
The Directors have not recognised the deferred tax assets as it is considered unlikely that the Company will
generate taxable income in excess of deductible expenses in future periods.
Financial Statements
92
93
7 Dividends
Dividends paid during the year
£000 2025 2024
2023 fourth interim dividend 6.34p per share – 18,003
2024 first interim dividend 6.62p per share – 18,799
2024 second interim dividend 6.62p per share – 18,676
2024 third interim dividend 6.73p per share – 26,936
2024 fourth interim dividend 6.73p per share 26,933 –
2025 first interim dividend 7.08p per share 28,087 –
2025 second interim dividend 7.08p per share 27,814 –
2025 third interim dividend 7.08p per share 27,195 –
110,029 82,414
Dividends payable for the year
We also set out below the total dividend payable in respect of the financial year, which is the basis on which
the requirements of Section 1158/1159 of the Corporation Tax Act 2010 are considered.
£000 2025 2024
2024 first interim dividend 6.62p per share – 18,799
2024 second interim dividend 6.62p per share – 18,676
2024 third interim dividend 6.73p per share – 26,936
2024 fourth interim dividend 6.73p per share – 26,933
2025 first interim dividend 7.08p per share 28,087 –
2025 second interim dividend 7.08p per share 27,814 –
2025 third interim dividend 7.08p per share 27,195 –
2025 fourth interim dividend 7.08p per share, payable 31 March 2026 26,895 –
109,991 91,344
8 Earnings per share
The calculation of earnings per share is based on the following data:
2025 2024
£000 Revenue Capital Total Revenue Capital Total
Ordinary shares
Earnings for the purposes of
earnings per share being net
profit attributable to equity
holders 72,987 151,477 224,464 53,655 437,048 490,703
Number of shares
Weighted average number of
ordinary shares in issue during
the year 393,986,552 310,079,630
The Company has no securities in issue that could dilute the return per ordinary share. Therefore the basic
and diluted earnings per ordinary share are the same.
9 Investments held at fair value
£000 2025 2024
Investments designated at fair value through profit or loss:
Investments listed on a recognised investment exchange 5,320,361 5,369,962
Unquoted investments 38,476 32,385
Investments in related and subsidiary companies 34 34
5,358,871 5,402,381
Investments in related and subsidiary companies contains the remaining subsidiary companies as disclosed in note 2.
£000 2025 2024
Opening book cost at 1 January 4,871,025 2,912,672
Opening investment holding gains at 1 January 531,356 569,657
Opening valuation at 1 January 5,402,381 3,482,329
Movements in the year
Assets acquired in respect of the Witan combination – 1,462,065
Purchases at cost 4,919,718 4,704,907
Sales – proceeds (5,155,281) (4,696,471)
Gains on investments 192,053 449,551
Closing valuation at 31 December 5,358,871 5,402,381
Closing book cost 4,827,534 4,871,025
Closing investment holding gains 531,337 531,356
Closing valuation as at 31 December 5,358,871 5,402,381
Details of the hierarchical valuation of investments are provided in note 18.9 on pages 106 and 107.
£000 2025 2024
Gains on investments 192,053 449,551
Transaction costs (4,659) (7,595)
Net gains on investments 187,394 441,956
The Company received £5,155.3m (2024: £4,696.5m) from investments sold in the year. The book cost of
these investments when they were purchased was £4,963.2m (2024: £4,208.6m). The transaction costs
relating to investment purchases were £1.6m (2024: £2.9m) and £3.0m (2024: £4.7m) on disposals. These
investments have been revalued over time and, until they were sold, any unrealised gains/losses were
included in the fair value of the investments.
Financial Statements
94
95
Substantial share interests
At 31 December 2025 the Company held more than 3% of one class of the capital of the following
undertakings held as investments, none of which, in the opinion of the Directors, provide the Company with
significant influence.
% holding of
shares in issue
Value
£000
VH Global Energy Infrastructure plc 12.27% 31,849
Unbound Group plc 14.38% –
10 Outstanding settlements and other receivables
£000 2025 2024
Sales of investments awaiting settlement 4 101
Dividends receivable 5,304 5,818
Other debtors 702 670
Recoverable overseas tax 4,096 4,693
10,106 11,282
Receivables do not carry any interest and are measured at amortised cost less any appropriate provision for
expected credit losses. None of the above amounts are past due or impaired.
11 Outstanding settlements and other payables
£000 2025 2024
Purchase of investments awaiting settlement 429 7,361
Amounts payable for share buybacks 93 –
Amounts due to subsidiary companies 35 35
Other creditors 2,780 3,480
Interest payable 2,290 2,086
Tax payable 95 95
5,722 13,057
97
96
12 Bank loans and fixed rate loan notes
Bank loans
£000 2025 2024
Bank loans repayable within one year 61,901 45,245
Bank loans repayable after one year – 15,000
Analysis of borrowings by currency:
Bank loans – Sterling 15,000 40,879
Bank loans – Euros 46,901 19,366
The weighted average % interest rates payable:
Bank loans 3.44% 5.59%
The estimated fair value of the borrowings:
Bank loans 61,901 60,245
£000 2025 2024
Opening bank loans balance 60,245 15,000
Repayment of bank loans (46,000) (59,000)
Draw down of bank loans 46,000 104,874
Foreign exchange revaluation 1,656 (629)
Closing bank loans balance 61,901 60,245
The expiry dates for the total bank loan committed facilities of £140m (including accordion options) are
disclosed in note 18.7. At 31 December 2025 the Company has a £15m term loan and £25m multi-currency
facility with RBSI which will expire on 16 December 2026 and a £100m multi-currency facility with the Bank
of Nova Scotia which will expire on 15 December 2026.
As at 31 December 2025 £61.9m of the available £140m facilities has been drawn down, being the term
loan of £15.0m with RBSI and drawings under the Scotiabank revolving credit facility of €53.8m. The
remaining loans are revolving credit facilities and are drawn down through a utilisation request and are
repayable on the maturity date of that utilisation.
During January 2026 the £15m term loan with RBSI was repaid and the RBSI loan facility cancelled.
Fixed rate loan notes (at fair value)
£000 2025 2024
4.280 per cent. fixed rate loan notes due 2029 99,111 96,559
4.020 per cent. fixed rate loan notes due 2030 17,796 16,960
2.657 per cent. fixed rate loan notes due 2033 17,021 16,131
4.180 per cent. fixed rate loan notes due 2033 44,206 42,447
3.290 per cent. fixed rate loan notes due 2035 18,162 17,339
2.936 per cent. fixed rate loan notes due 2043 14,008 13,650
3.470 per cent. fixed rate loan notes due 2045 40,190 39,506
2.390 per cent. fixed rate loan notes due 2051 27,840 27,338
2.897 per cent. fixed rate loan notes due 2053 12,234 12,066
2.740 per cent. fixed rate loan notes due 2054 17,529 17,280
308,097 299,276
£100m of fixed rate loan notes were drawn down in July 2014, with 15 years’ duration at 4.28%.
Financial Statements
97
On 28 November 2018 the Company issued £60m fixed-rate, privately placed notes each of £20m and with
maturities of 15, 25 and 35 years and coupons for each respective tranche of 2.657%, 2.936% and 2.897%.
On 30 November 2023 the Company issued €70m fixed rate, private placed notes. €50m was issued with a
maturity of 10 years at a rate of 4.180% and €20m was issued with a maturity of 7 years at a rate of 4.02%.
As part of the Witan combination, the Company acquired fixed rate loan notes of £21m 3.29% due 2035;
£54m 3.47% due 2045; £50m 2.39% due 2051; and £30m 2.74% due 2054. These were acquired at a fair
value of £100.8m.
The fair value of debt is estimated by an independent third party by discounting future cash flows using
quoted benchmark interest yield curves as at the end of the reporting period and by obtaining lender
quotes for borrowings of similar maturity to estimate credit risk margin. Any change to these inputs, or the
comparative borrowings used, would result in a change in the fair value. By way of comparison, the par value
of the loan notes is £376.0m at 31 December 2025 (2024: £372.9m).
Further explanation of the changes in borrowings during the year can be found on page 67.
The fair value of the items classified as loans and borrowings are classified as Level 3 under the fair value
hierarchy. All borrowings are secured by floating charges over the assets of the Company.
Total borrowing and fixed rate notes
2025 2024
The total weighted average % interest rate (based on par value) 3.47% 3.77%
13 Share capital
2025 2024
Number
Nominal value
£000 Number
Nominal value
£000
Allotted, called up and fully paid ordinary shares
of 2.5p each:
Balance brought forward 400,191,982 10,005 283,964,600 7,099
Issue of ordinary shares as a result of the
combination with Witan – – 120,949,382 3,024
Ordinary shares bought back to Treasury
in the year (17,837,838) (446) (4,722,000) (118)
Ordinary shares in issue at the end of the year 382,354,144 9,559 400,191,982 10,005
Treasury shares:
Balance brought forward 5,002,000 125 280,000 7
Ordinary shares bought back to Treasury in
the year 17,837,838 446 4,722,000 118
Total shares in Treasury at the end of the year 22,839,838 571 5,002,000 125
Total ordinary shares in issue and in Treasury
at the end of the year 405,193,982 10,130 405,193,982 10,130
98
£000
Nominal value
2025
Nominal value
2024
Ordinary shares of 2.5p each
Opening nominal value of shares 10,130 7,106
Issue of ordinary shares – 3,024
Closing nominal value of shares 10,130 10,130
The Company bought back 17,837,838 ordinary shares into Treasury at a cost of £223,601,000 (2024: 4,722,000
shares bought back into Treasury at a cost of £56,987,000). No shares were bought back for cancellation during
2025 or 2024. The full cost of all shares bought back is included in the capital reserve or special reserve. (2024:
120,949,382 new ordinary shares issued in consideration of the £1,538,901,000 of net assets acquired from
Witan in accordance with the combination).
14 Net asset value per ordinary share
The calculation of the Net Asset Value per ordinary share is based on the following:
2025 2024
Equity shareholder funds (£000) 5,112,743 5,221,953
Number of shares in issue at year-end 382,354,144 400,191,982
15 Segmental reporting
The Company has identified a single operating segment, the investment trust, whose objective is to be a
core investment delivering a real return over the long term through capital growth and a rising dividend.
The accounting policies of the operating segment, which operates in the UK, are the same as those described
in the summary of material accounting policies. The Company measures its performance based on Net Asset
Value Total Return and Total Shareholder Return.
16 Related party transactions
There are amounts of £1,222 (2024: £1,222) and £34,225 (2024: £34,225) owed to AT2006 and The Second
Alliance Trust Limited, respectively, at year-end.
There are no other related parties other than those noted below.
Transactions with key management personnel
Details of the Non-Executive Directors are disclosed on pages 31 to 35.
For the purpose of IAS 24 ‘Related Party Disclosures’, key management personnel comprised the
Non-Executive Directors of the Company.
Details of remuneration are disclosed in the Remuneration Report on pages 59 to 64.
£000 2025 2024
Total emoluments 429 337
Financial Statements
99
17 Analysis of change in net cash/(debt)
£000 2023
Cash
flow
Debt
acquired
from
Witan
Other
(losses)/
gains 2024
Cash
flow
Other
losses 2025
Cash and cash equivalents 84,974 99,393 – (1,642) 182,725 (60,167) (1,393) 121,165
Bank loans and fixed rate loan
notes (230,144) (45,874) (100,840) 17,337 (359,521) – (10,477) (369,998)
Net (debt)/cash (145,170) 53,519 (100,840) 15,695 (176,796) (60,167) (11,870) (248,833)
Other gains/(losses) includes £1.393m foreign exchange losses (2024: £1.642m) on cash balances, £1.656m
foreign exchange loss (2024: £0.629 foreign exchange gain) on bank borrowings and fair value movement
losses of £8.821m (2024: £16.708m gain) on the fixed rate loan notes.
18 Financial instruments and risk
The Strategic Report details the Company’s approach to investment risk management on pages 24 to
26 and the accounting policies on pages 85 to 89 explain the basis on which investments are valued for
accounting purposes.
The Directors are of the opinion that the fair values of financial assets and liabilities carried at amortised cost
are not materially different from their carrying values.
Capital risk management
The Company manages its capital to ensure that the Company will be able to continue as a Going Concern while
maximising the return to stakeholders through optimising its use of debt and equity. The Company’s overall
strategy remains unchanged from the year ended 31 December 2024 (see investment objective on page 1).
The capital structure of the Company consists of debt (including the borrowings disclosed in Note 12),
cash and cash equivalents, and equity attributable to equity holders of the Company comprising issued
ordinary share capital and reserves.
The Board reviews the capital structure of the Company periodically. The Company’s borrowing covenants
require that gearing should at no time exceed 30% of its net assets. The table below shows both gross and
net gearing, with debt at par and at fair value demonstrating significant headroom on the covenants.
Gearing 2025 2024
With debt at fair value:
Gross gearing 7.2% 6.9%
Net gearing 4.9% 3.4%
With debt at par value:
Gross gearing 8.7% 8.4%
Net gearing 6.3% 4.9%
100
18.1 Risk management policies and procedures
As an investment trust the Company invests primarily in equities consistent with the investment objective
set out on page 1. In pursuing this objective, the Company is exposed to a variety of risks that could result in
a reduction in the value of its net assets or a reduction in the profits available for payment as dividends.
The principal financial instruments at risk comprise those in the Company’s investment portfolio and the
fixed rate loan notes.
The risks and the Directors’ approach to managing them are set out below under the following headings:
market risk (comprising currency risk, interest rate risk and other price risk), credit risk, liquidity risk and
gearing risk. The assumptions and sensitivities within each risk are considered appropriate and are based
on the Directors’ wider knowledge of the investment market. WTW and Juniper co-ordinate the Company’s
risk management.
The Company has a risk management framework in place which is described in detail on pages 24 to 26. The
policies and processes for managing the risks, and the methods used to measure the risks, have not changed
from the previous accounting period.
18.2 Market risk
Market risk embodies the potential for both losses and gains and includes currency risk (see note 18.3),
interest rate risk (see note 18.4) and other price risk (see note 18.5). Market risk is monitored on a regular
basis by the AIFM. The AIFM manages the capital of the Company within parameters set by the Directors on
investment and asset allocation strategies and risk.
The Company’s strategy on investment risk is outlined in our statement of investment objectives and policy
on pages 1 and 36.
Details of the equity investment portfolio at the Balance Sheet date are disclosed on pages 109 to 114.
18.3 Currency risk
A significant amount of the Company’s assets, liabilities and transactions is denominated in currencies other
than its functional currency of pounds sterling. Consequently, the Company is exposed to the risk that
movements in exchange rates may affect the pounds sterling value of those items.
Currency risk is assessed and managed on an ongoing basis by the AIFM within overall investment and asset
allocation strategies and risk guidelines as set out in the AIFM agreement. The Company may enter into
forward exchange contracts to cover specific foreign currency exposure.
The currency exposure for overseas investments is based on the currency determined by its listing, while
the currency exposure for net monetary assets is based on the currency in which each asset or liability is
denominated. At the reporting date the Company had the following exposures:
Currency exposure
£000
Overseas
investments
2025
Net monetary
assets/
(liabilities)
2025
Total
currency
exposure
2025
Overseas
investments
2024
Net monetary
assets/
(liabilities)
2024
Total
currency
exposure
2024
US dollar 3,403,703 30,486 3,434,189 3,633,509 52,514 3,686,023
Euro 489,300 (106,975) 382,325 449,795 (75,898) 373,897
Yen 344,834 12,116 356,950 340,068 11,731 351,799
Other non-sterling 692,061 1,450 693,511 658,791 2,141 660,932
4,929,898 (62,923) 4,866,975 5,082,163 (9,512) 5,072,651
The above amounts are not necessarily representative of the exposure to risk during the year as levels of
foreign currency exposure change significantly throughout the year.
101
Sensitivity analysis
If pounds sterling had strengthened by 10% (2024: 10%) relative to all currencies, with all other variables
constant, the Statement of Comprehensive Income and the net assets attributable to equity holders would
have decreased by the amounts shown below. 10% is considered to be a reasonable illustration based on the
volatility of exchange rates during the year. The revenue return impact is an estimated figure for 12 months
based on the cash balances at the reporting date.
£000 2025 2024
Statement of Comprehensive Income
Revenue return (7,429) (5,721)
Capital return (492,990) (508,216)
Net assets (500,419) (513,937)
A 10% (2024: 10%) weakening of pounds sterling against the above currencies would have resulted in an
equal and opposite effect on the above amounts, on the basis that all other variables remain constant.
18.4 Interest rate risk
The Company is exposed to interest rate risk in several ways. A movement in interest rates may impact
income receivable on cash deposits and interest payable on variable rate borrowings.
The Company finances part of its activities through borrowings at levels which are approved and monitored
by the Directors. The possible effects on fair value and cash flows as a result of an interest rate change
are considered when making investment or borrowing decisions. 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.
The following table details the Company’s exposure to interest rate risks for bank and loan balances at
31 December:
£000 2025 2024
Exposure to fixed interest rates
Fixed rate borrowings (308,097) (299,276)
(308,097) (299,276)
Exposure to floating interest rates
Cash at bank 121,165 182,725
Bank borrowings (61,901) (60,245)
59,264 122,480
Sensitivity analysis
The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings,
except in respect of the loan notes, on which the interest rates are fixed. If interest rates had decreased by
0.5% (2024: 0.5%), with all other variables held constant, the Statement of Comprehensive Income result and
the net assets attributable to equity holders would have changed by the amounts shown below. This 0.5%
change is considered to be a reasonable illustration based on observation of current market conditions. The
revenue return impact is an estimated figure for the year based on the cash balances at the reporting date.
£000 2025 2024
Statement of Comprehensive Income
Revenue return (528) (838)
Capital return 232 226
Net assets (296) (612)
A 0.5% increase (2024: 0.5%) in interest rates would have resulted in a proportionate equal and opposite
effect on the above amounts, on the basis that all other variables remain constant. The impact on the fair
value of the fixed rate loan notes as a consequence of a change in rates is considered separately in the
sensitivity analysis in note 18.9.
18.5 Other price risk
Other price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in
market prices (other than those arising from currency risk or interest rate risk), whether caused by factors
specific to an individual investment or its issuer, or by factors affecting all instruments traded in that market.
As almost all of the Company’s financial assets are carried at fair value with fair value changes recognised in
the Statement of Comprehensive Income, all changes in market conditions will directly affect gains and losses
on investments and net assets.
The Directors manage price risk by having a suitable investment objective for the Company. The Directors
review this objective and investment performance regularly. The risk is managed on a regular basis by
WTW, within parameters set by the Directors on investments and asset allocation strategies and risk.
WTW monitors the stock pickers’ compliance with their mandates and whether asset allocation within the
portfolio is compatible with the Company’s objective.
Concentration of exposure to other price risks
A listing of the Company’s equity investments can be found on pages 109 to 114 and on the Company’s
website. The largest geographical area by value for equity investments value is North America, with
significant amounts also in Europe, Asia and the UK.
The Company’s exposure to market price risk on its equity investments was as follows:
£000 2025 2024
Investments held at fair value through profit or loss 5,358,871 5,402,381
Financial Statements
102
103
Sensitivity analysis
99.4% (2024: 99.4%) of the Company’s investment portfolio is listed on stock exchanges. If share prices had
decreased by 10% (2024: 10%) with all other variables remaining constant, the Statement of Comprehensive
Income result and the net assets attributable to equity holders of the parent would have decreased by the
amounts shown below.
£000 2025 2024
Statement of Comprehensive Income
Capital return (532,036) (536,996)
Net assets (532,036) (536,996)
A 10% increase (2024: 10% increase) in share prices would have resulted in a proportionate equal and opposite
effect on the above amounts, on the basis that all other variables remain constant. This level of change is
considered to be reasonably possible based on observation of market conditions and historical trends.
18.6 Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company.
This risk is managed as follows:
• The Company contracts only with creditworthy counterparties and obtains sufficient collateral where
appropriate (cash and gilts) as a means of mitigating the risk of financial loss from defaults.
• Investment transactions are carried out with a number of well established, approved brokers on a cash
against receipt, or cash against delivery, basis.
• Outsourced providers are subject to regular oversight by the Board, Juniper, WTW and the depositary.
• The Company’s depositary is responsible for the safekeeping of the Company’s assets and liable to the
Company for any permanent loss of assets. Reports from the depositary and custodian are regularly
reviewed and daily reconciliation of the Company’s assets is undertaken.
At the reporting date, the Company’s cash and cash equivalents exposed to credit risk were as follows:
£000 2025 2024
Credit rating
A1 121,165 182,725
121,165 182,725
Average maturity 1 day 1 day
The Company’s UK and overseas listed equities are held by The Bank of New York Mellon, London Branch,
as custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to
securities held by the custodian to be delayed or limited.
18.7 Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting its obligations associated with
financial liabilities.
This is not a significant risk for the Company as most of its assets are investments in quoted equities that
are readily realisable. It also can borrow, which gives it access to additional funding when required. At the
Balance Sheet date, it had the following facilities:
2025
£000 Expires
2024
£000 Expires
Committed multi-currency facility (including
£25m accordion) – The Bank of Nova Scotia,
London Branch 100,000 15/12/2026 140,000 16/12/2025
Amount drawn 46,901 45,245
Committed multi-currency facility (including
£10m accordion) – The Royal Bank of Scotland
International, London Branch
^
25,000 16/12/2026 25,000 16/12/2026
Amount drawn – –
Term Loan –
The Royal Bank of Scotland International,
London Branch
^
15,000 16/12/2026 15,000 16/12/2026
Amount drawn 15,000 15,000
15-year 4.28% fixed rate loan notes* 100,000 31/07/2029 100,000 31/07/2029
Amount drawn 100,000 100,000
7-year 4.02% fixed rate loan notes* 17,437 30/11/2030 16,552 30/11/2030
Amount drawn 17,437 16,552
15-year 2.657% unsecured fixed rate loan notes* 20,000 27/11/2033 20,000 27/11/2033
Amount drawn 20,000 20,000
10-year 4.18% fixed rate loan notes* 43,592 30/11/2033 41,380 30/11/2033
Amount drawn 43,592 41,380
20-year 3.29% fixed rate loan notes* 21,000 01/06/2035 21,000 01/06/2035
Amount drawn 21,000 21,000
25-year 2.936% fixed rate loan notes* 20,000 27/11/2043 20,000 27/11/2043
Amount drawn 20,000 20,000
30-year 3.47% fixed rate loan notes* 54,000 01/06/2045 54,000 01/06/2045
Amount drawn 54,000 54,000
32-year 2.39% fixed rate loan notes* 50,000 01/10/2051 50,000 01/10/2051
Amount drawn 50,000 50,000
35-year 2.897% fixed rate loan notes* 20,000 27/11/2053 20,000 27/11/2053
Amount drawn 20,000 20,000
37-year 2.74% fixed rate loan notes* 30,000 01/11/2054 30,000 01/11/2054
Amount drawn 30,000 30,000
Total facilities 516,029 552,932
Total drawn 437,930 433,177
All the facilities are secured by floating charges and have covenants on the maximum level of gearing and
minimum Net Asset Value of the Company.
* The fair value of fixed rate loan notes is shown in Note 12.
^
During January 2026 the £15m term loan was repaid and the loan facility cancelled.
Financial Statements
104
105
2025 2024
£000
Due within
three
months
Due
between
three
months and
one year
Due after
one year
Due within
three
months
Due
between
three
months and
one year
Due after
one year
Bank loans 47,159 15,599 – 45,707 681 15,908
Fixed rate loan notes 2,140 10,815 521,407 2,140 10,815 534,361
Other payables 3,302 – 1,809 10,840 – 1,987
52,601 26,414 523,216 58,687 11,496 552,256
18.8 Gearing risk (gross)
This is the risk that the movement in the fair value of the assets of the Company is amplified by any gearing
that the Company may have.
The main mitigant to this risk is how WTW utilises its mix of cash and available borrowing facilities.
The gross exposure to this risk and the sensitivity analysis is detailed below.
£000 2025 2024
Investments after gearing 5,358,871 5,402,381
Gearing (with debt at fair value) (369,998) (359,521)
Investments before gearing 4,988,873 5,042,860
Sensitivity analysis
If the value of investments had increased by 10%, with all other variables held constant, the Statement of
Comprehensive Income result and the net assets attributable to equity shareholders would increase by the
amounts shown below:
£000 2025 2024
With gearing:
Change in capital return and net assets 535,887 540,238
Without gearing:
Gearing (with debt at fair value) 498,887 504,286
Impact of gearing 37,000 35,952
A 10% decrease in the fair value of the investments would have resulted in the equal and opposite effect on
the above amounts, on the basis that all other variables remain constant.
18.9 Hierarchical valuation of financial instruments
Accounting Standards recognise a hierarchy of fair value measurements, for financial instruments measured
at fair value in the Balance Sheet, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3),
i.e for which market data is unavailable. The classification of financial instruments depends on the lowest
significant applicable input.
The table below analyses financial instruments carried at fair value by valuation method. The different levels
have been defined as follows:
Level 1 Unadjusted, fully accessible and current quoted prices in active markets for identical assets or
liabilities. Included within this category are investments listed on any recognised stock exchange.
Level 2 Quoted prices for similar assets or liabilities or other directly or indirectly observable inputs which
exist for the duration of the period of investment. Examples of such instruments would be forward
exchange contracts and certain other derivative instruments.
Level 3 Valued by reference to valuation techniques using inputs that are not based on observable market
data. The value is the Directors’ best estimate, based on advice from relevant knowledgeable
experts, use of recognised valuation techniques and on assumptions as to what inputs other market
participants would apply in pricing the same or similar instrument.
The following table analyses the fair value measurements for the Company’s assets and liabilities measured
by the level in the fair value hierarchy in which the fair value measurement is categorised at 31 December
2025. All fair value measurements disclosed are recurring fair value measurements.
The Company valuation hierarchy fair value through profit and loss through the Statement of
Comprehensive Income:
2025 2024
£000 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Listed investments 5,320,361 – – 5,320,361 5,363,516 6,446 – 5,369,962
Unquoted investments – – 38,476 38,476 – – 32,385 32,385
Other – – 34 34 – – 34 34
Total assets 5,320,361 – 38,510 5,358,871 5,363,516 6,446 32,419 5,402,381
Liabilities
Fixed rate loan notes – – (308,097) (308,097) – – (299,276) (299,276)
Total liabilities – – (308,097) (308,097) – – (299,276) (299,276)
During the year NB Distressed Debt Investment Fund Limited was transferred from Level 2 to Level 3
following the suspension of trading after shareholders voted to liquidate the fund.
The net assets of the fund is predominantly held in cash and the value of £4,490,000 is the amount expected
to be received on the wind-up of the fund.
There were no other transfers during the year between Levels 1, 2 and 3.
106
107
The following table shows the reconciliation from the beginning balances to the ending balances for fair
value measurement in Level 3 of the fair value hierarchy.
£000 2025 2024
Assets
Balance at 1 January 32,419 34
Acquired in respect of the Witan combination – 28,925
Transferred from Level 2 4,490 –
Sales proceeds (2,644) –
Gains on investments 4,245 3,460
Balance at 31 December 38,510 32,419
Liabilities
Balance at 1 January (299,276) (215,144)
Acquired in respect of the Witan combination – (100,840)
Fair value (losses)/gains (8,821) 16,708
Balance at 31 December (308,097) (299,276)
The key unobservable inputs to unquoted investments (i.e. the holdings in Unquoted Growth Funds with
Lindenwood and Lansdowne plus the holding in NB Distressed Debt Fund as noted on page 106) included
within Level 3 are Net Asset Value (‘NAV’) statements provided by investee entities, which represent fair
value. The NAVs of the Unquoted Growth Funds represent the amalgam of fair value of multiple underlying
investments. The fair value attributable to these underlying investments (and therefore the fair value of the
Unquoted Growth Funds) is derived using the various techniques as set out in the accounting policy for the
valuation of unquoted investments held at fair value through profit or loss on page 86. The fair value of NB
Distressed Debt equates to the net assets of the fund, as described on page 106. The NAVs are reviewed by an
investment committee of WTW, who ensure valuations are in accordance with IFRS 13 and regular updates are
provided from WTW to the Directors. There is not considered to be a reasonable alternative input to the NAVs
which have not been adjusted in any way. Should the NAVs increase/decrease by 10% then this would have a
corresponding increase/decrease to capital return and net assets of £3,848,000.
Details of the fair value of the fixed rate loan notes is provided in Note 12. Fair value gains/(losses) on the
fixed rate loan notes are disclosed on the face of the Statement of Comprehensive Income.
A change to the interest yield curve used to calculate the fair value of +/- 0.50% would result in a decrease
of £12,534,000 or increase of £13,512,000 in the fair value respectively (2024: a change of +/- 0.25% would
result in a decrease of £13,059,000 or increase of £14,102,000).
Subsidiaries
Investments in subsidiary companies (Level 3) are valued in the Company accounts at £34k (2024: £34k).
108
Investment Portfolio
Additional
Information
Investment Portfolio
as at 31 December 2025 (unaudited)
Name
Country
of listing Sector
Value of
holding
£m
% of Total
assets
Microsoft United States Information Technology 238.5 4.4
Alphabet United States Communication Services 161.3 2.9
Amazon United States Consumer Discretionary 119.3 2.2
Mastercard United States Financials 111.0 2.0
Taiwan Semiconductor Taiwan Information Technology 104.9 1.9
Visa United States Financials 84.1 1.5
Unilever United Kingdom Consumer Staples 76.0 1.4
Salesforce United States Information Technology 75.8 1.4
UnitedHealth Group United States Health Care 72.0 1.3
Philip Morris United States Consumer Staples 70.6 1.3
London Stock Exchange United Kingdom Financials 67.2 1.2
Diageo United Kingdom Consumer Staples 64.8 1.2
Everest Group Bermuda Financials 63.1 1.2
Progressive United States Financials 62.3 1.1
NVIDIA United States Information Technology 61.7 1.1
Samsung Electronics South Korea Information Technology 54.9 1.0
HCA Healthcare United States Health Care 50.4 0.9
Safran France Industrials 49.7 0.9
Ashtead Group United Kingdom Industrials 49.4 0.9
Cigna United States Health Care 47.9 0.9
Roche Switzerland Health Care 47.3 0.9
Ryanair Ireland Industrials 45.7 0.8
Berkshire Hathaway United States Financials 45.7 0.8
Thermo Fisher Scientific United States Health Care 45.6 0.8
ICICI Bank India Financials 44.1 0.8
HDFC Bank India Financials 43.8 0.8
Texas Instruments United States Information Technology 43.5 0.8
American Electric Power United States Utilities 43.3 0.8
State Street United States Financials 42.9 0.8
Vinci France Industrials 41.8 0.8
TotalEnergies France Energy 41.5 0.8
Enbridge Canada Energy 40.4 0.7
109
110
Name
Country
of listing Sector
Value of
holding
£m
% of Total
assets
Nippon Paint Japan Materials 40.2 0.7
TD Synnex United States Information Technology 39.1 0.7
Dollar Tree United States Consumer Staples 38.5 0.7
Deutsche Boerse Germany Financials 38.5 0.7
AT&T United States Communication Services 38.3 0.7
Shopify Canada Information Technology 37.2 0.7
AstraZeneca United Kingdom Health Care 36.7 0.7
Intercontinental Exchange United States Financials 35.3 0.6
Exelon United States Utilities 35.3 0.6
British American Tobacco United Kingdom Consumer Staples 34.7 0.6
Chubb United States Financials 34.6 0.6
Transdigm United States Industrials 34.4 0.6
Meta United States Communication Services 34.2 0.6
CME Group United States Financials 33.7 0.6
CoStar United States Real Estate 32.6 0.6
Aon United States Financials 32.4 0.6
AIA Group Hong Kong Financials 32.2 0.6
Amadeus IT Holding Spain Consumer Discretionary 32.1 0.6
VH Global Energy Infrastructure United Kingdom Financials 31.8 0.6
Novartis Switzerland Health Care 31.7 0.6
Flex United States Information Technology 31.3 0.6
Techtronic Hong Kong Industrials 31.1 0.6
Comcast United States Communication Services 29.6 0.5
NRG Energy United States Utilities 29.4 0.5
Canadian Pacific Canada Industrials 29.1 0.5
Booking Holdings United States Consumer Discretionary 28.8 0.5
Galderma Group Switzerland Health Care 28.3 0.5
Kubota Japan Industrials 28.1 0.5
Airbus France Industrials 28.0 0.5
Expedia United States Consumer Discretionary 28.0 0.5
Ares Management United States Financials 27.5 0.5
Howden United Kingdom Industrials 27.4 0.5
Revvity United States Health Care 27.2 0.5
AerCap United States Industrials 26.9 0.5
Elevance Health United States Health Care 26.6 0.5
American Express United States Financials 26.5 0.5
Tourmaline Oil Canada Energy 26.4 0.5
Verizon Communications United States Communication Services 26.3 0.5
Netflix United States Communication Services 25.9 0.5
Charles Schwab United States Financials 25.4 0.5
Investment Portfolio
111
Name
Country
of listing Sector
Value of
holding
£m
% of Total
assets
Citigroup United States Financials 24.9 0.5
Bank Of New York Mellon United States Financials 24.8 0.5
Shell United Kingdom Energy 24.2 0.4
Mattel United States Consumer Discretionary 23.8 0.4
Ametek United States Industrials 23.4 0.4
Experian United Kingdom Industrials 23.3 0.4
Waters United States Health Care 23.3 0.4
Iqvia Holdings United States Health Care 23.2 0.4
Iberdrola Spain Utilities 23.1 0.4
Andritz Austria Industrials 23.1 0.4
News United States Communication Services 22.7 0.4
Meiji Holdings Japan Consumer Staples 22.6 0.4
Johnson Controls Ireland Industrials 22.4 0.4
Alfa Laval Sweden Industrials 22.4 0.4
Heidelberg Materials Germany Materials 21.8 0.4
Ryan Specialty Holdings United States Financials 21.7 0.4
IMCD Group Netherlands Materials 21.6 0.4
Intuit United States Information Technology 21.6 0.4
Crowdstrike Holdings United States Information Technology 21.5 0.4
Axalta Coating Systems United States Materials 21.5 0.4
Ezaki Glico Japan Consumer Staples 21.3 0.4
Johnson & Johnson United States Health Care 21.2 0.4
Fuji Media Japan Communication Services 21.1 0.4
Henry Schein United States Health Care 21.0 0.4
Aramark United States Industrials 20.7 0.4
Hermes International France Consumer Discretionary 20.3 0.4
Bank Central Asia Indonesia Financials 20.3 0.4
Restaurant Brands International Canada Consumer Discretionary 20.2 0.4
Snap On United States Communication Services 20.0 0.4
Hana Financial South Korea Financials 19.7 0.4
Union Pacific United States Industrials 19.6 0.4
BMW Germany Consumer Discretionary 19.2 0.3
Whitbread United Kingdom Consumer Discretionary 19.2 0.3
Rinnai Japan Consumer Discretionary 19.0 0.3
Ameriprise Financial United States Financials 18.8 0.3
Ross Stores United States Consumer Discretionary 18.6 0.3
Princess Private Equity Guernsey Financials 18.3 0.3
Intuitive Surgical United States Health Care 18.1 0.3
Universal Music Group Netherlands Communication Services 18.0 0.3
112
Name
Country
of listing Sector
Value of
holding
£m
% of Total
assets
Snowflake United States Information Technology 17.8 0.3
Ebay United States Consumer Discretionary 17.6 0.3
Ferguson Enterprises United States Industrials 17.5 0.3
Hikari Tsushin Japan Industrials 17.3 0.3
F5 United States Information Technology 17.1 0.3
Robinhood Markets United States Financials 17.1 0.3
Lam Research United States Information Technology 17.1 0.3
Lindenwood United States Financials 17.0 0.3
Lansdowne Developed Markets United Kingdom Financials 16.9 0.3
Zoetis United States Health Care 16.6 0.3
Richemont Switzerland Consumer Discretionary 16.4 0.3
Autozone United States Consumer Discretionary 16.3 0.3
Netapp United States Information Technology 16.3 0.3
Rohto Pharm Japan Consumer Staples 16.2 0.3
Murata Manufacturing Japan Information Technology 16.0 0.3
Uber Technologies United States Information Technology 16.0 0.3
Yakult Honsha Japan Consumer Staples 15.9 0.3
RB Global United States Industrials 15.3 0.3
Autodesk United States Information Technology 15.2 0.3
Sega Sammy Japan Information Technology 14.9 0.3
SBI Holdings Japan Financials 14.8 0.3
Mercadolibre United States Consumer Discretionary 14.6 0.3
Toyo Suisan Kaisha Japan Consumer Staples 14.5 0.3
Doordash United States Consumer Discretionary 14.4 0.3
Itau Unibanco Brazil Financials 14.4 0.3
Axon Enterprise United States Industrials 14.3 0.3
Inditex Spain Consumer Discretionary 14.3 0.3
Bandai Japan Consumer Discretionary 14.1 0.3
Gen Digital United States Information Technology 14.1 0.3
Lithia Motors United States Consumer Discretionary 13.9 0.3
Cloudflare United States Information Technology 13.9 0.3
Admiral United Kingdom Financials 13.8 0.3
Charter Communications United States Communication Services 13.8 0.3
Applied Materials United States Information Technology 13.7 0.2
Siemens Healthineers Germany Health Care 13.6 0.2
Waste Connections United States Industrials 13.6 0.2
Algonquin Power And Utilities Canada Utilities 13.2 0.2
Advanced Micro Devices United States Information Technology 13.2 0.2
Fidelity National Information Services United States Financials 12.9 0.2
Investment Portfolio
113
Name
Country
of listing Sector
Value of
holding
£m
% of Total
assets
SAP Germany Information Technology 12.9 0.2
Roper Technologies United States Information Technology 12.4 0.2
ITC India Consumer Staples 12.3 0.2
ServiceNow United States Information Technology 12.1 0.2
SMC Japan Industrials 12.0 0.2
Equifax United States Industrials 11.9 0.2
Arrow Electronics United States Information Technology 11.7 0.2
Syncona Guernsey Financials 11.3 0.2
Oracle United States Information Technology 11.3 0.2
Crown Holdings United States Materials 11.3 0.2
Franco Nevada Canada Materials 11.2 0.2
Liberty Media United States Communication Services 11.1 0.2
Dollarama Canada Consumer Discretionary 10.9 0.2
Macnica Holdings Japan Information Technology 10.7 0.2
Bunka Shutter Japan Industrials 10.4 0.2
Coca-Cola United States Consumer Staples 10.1 0.2
Keyence Japan Information Technology 10.0 0.2
Tencent Hong Kong Communication Services 9.9 0.2
3i Group United Kingdom Financials 9.5 0.2
Shimano Japan Consumer Discretionary 9.4 0.2
Petrobras Brazil Energy 9.4 0.2
Vale Brazil Materials 9.2 0.2
WEX United States Financials 9.2 0.2
Nintendo Japan Information Technology 8.2 0.2
Global Payments United States Financials 8.1 0.1
BCO Btg Pactual Unt Brazil Financials 8.1 0.1
GE Vernova United States Industrials 7.9 0.1
Cadence Design Systems United States Information Technology 7.2 0.1
Singapore Telecom Singapore Communication Services 7.0 0.1
Bharti Airtel India Communication Services 6.9 0.1
Adani Enterprises India Industrials 6.5 0.1
NHK Spring Japan Consumer Discretionary 6.2 0.1
International Holdings United Arab Emirates Industrials 5.8 0.1
State Bank Of India India Financials 5.7 0.1
Samsung Fire Insurance South Korea Financials 5.2 0.1
Axia Energia Brazil Utilities 5.0 0.1
Concentrix United States Industrials 4.8 0.1
Sun Pharmaceutical Industries India Health Care 4.7 0.1
Adani Ports & SEZ India Industrials 4.6 0.1
114
Name
Country
of listing Sector
Value of
holding
£m
% of Total
assets
NB Distressed Debt Investment Fund Guernsey Financials 4.5 0.1
Adani Green Energy India Utilities 4.3 0.1
Ping An Insurance China Financials 4.3 0.1
Kasikornbank Thailand Financials 4.3 0.1
Patanjali Foods India Consumer Staples 3.9 0.1
Embraer Brazil Industrials 3.8 0.1
Infosys India Information Technology 3.8 0.1
Alpha Dhabi Holding United Arab Emirates Industrials 3.5 0.1
Credicorp Peru Financials 3.5 0.1
Adani Energy Solutions India Utilities 3.3 0.1
DBS Bank Singapore Financials 3.2 0.1
JSW Steel India Materials 3.2 0.1
Ambev Brazil Consumer Staples 3.2 0.1
Eurobank Greece Financials 3.0 0.1
National Bank of Greece Greece Financials 3.0 0.1
Companhia De Saneamento Brazil Utilities 3.0 0.1
Bank Mandiri Indonesia Financials 3.0 0.1
First Abu Dhabi United Arab Emirates Financials 2.9 0.1
Adnoc Gas United Arab Emirates Energy 2.8 0.1
Equatorial Brazil Utilities 2.8 0.1
OTP Bank Hungary Financials 2.8 0.1
Eneva Brazil Utilities 2.7 0.1
GPO Finance Banorte Mexico Financials 2.7 0.0
B3 Brasil Bolsa Balcao Brazil Financials 2.6 0.0
Powszechna Kasa Poland Financials 2.6 0.0
Krung Thai Bank Thailand Financials 2.5 0.0
Aldar Properties United Arab Emirates Real Estate 2.5 0.0
Power Finance India Financials 2.5 0.0
Erste Group Bank Austria Financials 2.5 0.0
GMR Group Airports India Industrials 2.5 0.0
The Magnum Ice Cream Netherlands Consumer Staples 2.2 0.0
SCB Thailand Financials 2.0 0.0
Senko Japan Industrials 1.8 0.0
CPFL Energia Brazil Utilities 1.7 0.0
Firstrand South Africa Financials 1.7 0.0
Macrotech Developers India Real Estate 1.3 0.0
Axia Energia Brazil Utilities 1.3 0.0
ITC Hotels India Consumer Discretionary 1.0 0.0
Unbound Group United Kingdom Financials 0.0 0.0
Investment Portfolio
Source: Juniper.
115
Ten-Year Record
A 10-year record of the Company’s Financial Performance is provided below.
To 31 December 2025
1 year
%
3 years
%
5 years
%
10 years
%
NAV Total Return
1
4.7 44.3 58.9 190.1
Share Price Total Return
1
5.4 44.8 58.9 205.3
MSCI ACWI (Total Return) in GBP (Benchmark) 13.9 57.1 72.7 232.0
As at 31 December 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Capital
Shareholder funds (£m) 3,284 2,700 2,411 2,879 3,003 3,359 2,895 3,337 5,222 5,113
NAV per share (p) 667.5 777.7 723.6 875.9 933.9 1,090.0 989.5 1,175.1 1,304.9 1,337.2
Share price (p) 638.0 746.5 688.0 840.0 901.0 1,032.0 948.0 1,112.0 1,244.0 1,282.0
Discount to NAV (%)
1
(4.4) (4.0) (4.9) (4.1) (3.5) (5.3) (4.2) (5.4) (4.7) (4.1)
Revenue
Revenue return per share (p) 12.77 12.86 12.18 14.30 11.16 15.48 26.14 18.55 17.30 18.52
Dividend per share (p) 12.77 13.16 13.55 13.96 14.38 19.05 24.00 25.20 26.70 28.32
Ongoing charges (%)
1
0.43 0.54 0.65 0.62 0.64 0.60 0.61 0.62 0.56
2
0.47
3
Gearing
Net Gearing (%) 5 5 7 4 6 7 5 5 5 6
Gross Gearing (%) 6 5 7 6 8 10 8 7 8 9
Year on year performance
NAV total return (%)
1
21.5 18.5 (5.4) 23.1 8.5 18.6 (7.1) 21.6 13.3 4.7
Share Price total return (%)
1
26.4 19.2 (6.1) 24.3 9.4 16.5 (5.8) 20.2 14.3 5.4
MSCI ACWI (Total Return) in
GBP (Benchmark)
1
29.4 13.8 (3.3) 21.7 12.7 19.6 (8.1) 15.3 19.6 13.9
1. Alternative Performance Measure. For definitions please refer to the Glossary of Terms and Alternative Performance Measures on page 116.
2. The 2024 ongoing charges ratio includes the 0.05% impact of the management fee waiver.
3. The 2025 ongoing charges ratio includes the 0.12% impact of the management fee wavier.
Source: Juniper.
Alternative Performance Measures
Alternative
Performance
Measures
Alternative Performance
Measures (‘APM’) are
defined as being a
‘financial measure of
historical or future
financial performance,
financial position, or
cash flows, other than
a financial measure
defined or specified
in the applicable
accounting framework.’
The APMs detailed
opposite are used by the
Board and the AIFM to
assess the Company’s
performance against
a range of criteria
and are viewed as
particularly relevant for an
investment trust.
All data is as at
31 December in the
respective financial year.
NAV Total Return
NAV Total Return measures the increase/(decrease) in NAV
per share including any dividends paid in the period, which are
assumed to be reinvested at the time that the share price is
quoted ex-dividend.
2025 2024
Opening NAV per share (p) (A) 1,304.9 1,175.1
Closing NAV per share (p) (B) 1,337.2 1,304.9
Change in NAV (%) C=(B-A)/A 2.5 11.0
Impact of dividend reinvested (%) (D) 2.2 2.3
NAV Total Return (%) C+D 4.7 13.3
Share Price Total Return
Share Price Total Return measures the increase/(decrease) in
share price including any dividends paid in the period, which
are assumed to be reinvested at the time that the share price is
quoted ex-dividend.
2025 2024
Opening share price (p) (A) 1,244.0 1,112.0
Closing share price (p) (B) 1,282.0 1,244.0
Change in share price (%) C=(B-A)/A 3.1 11.9
Impact of dividend reinvested (%) (D) 2.3 2.4
Total Shareholder Return (%) C+D 5.4 14.3
116
Discount or Premium to NAV
The amount, expressed as a percentage, by which the Company’s share price is less than (discount)
or greater than (premium) the NAV per share of the Company.
2025 2024
Closing NAV per share (p) (A) 1,337.2 1,304.9
Closing share price (p) (B) 1,282.0 1,244.0
(Discount)/Premium (%) (B-A)/A (4.1) (4.7)
Ongoing Charges Ratio (‘OCR’)
The sum of the management fee and all other administrative expenses expressed as a percentage
of the average daily net assets during the year, calculated in accordance with the standard AIC
methodology.
2025 2024
Investment Management fee (£000) 18,463 18,439
Other expenses (£000) 6,096 3,942
Non-recurring (costs)/credits (£000) (260) (171)
Ongoing charges (£000) (A) 24,299 22,210
Average net assets (£000) (B) 5,128,805 3,975,955
Ongoing Charges Ratio (%) (A/B) 0.47 0.56
The OCR for the year of 0.47% reflects the management fee waived by the Investment Manager
in respect of its contribution to the costs of the Company’s combination with Witan. Without
the waiver, the OCR is 0.59%. The waiver was spread over 12 months from the date of the
combination with Witan, reducing the OCR by 0.05% in 2024 and by 0.12% in 2025.
117
Glossary of Terms
Glossary of Terms
Throughout this document
we use several defined terms
including specific terms
to describe performance.
Where not described in
detail elsewhere we set out
here what these terms mean.
Active Risk is a measure of
the risk in a portfolio that is
due to active management
decisions. It is calculated as
the standard deviation of the
excess returns of a portfolio
over its benchmark.
AIC is the Association of
Investment Companies.
The AIC sector classification
provides meaningful and
relevant categories for
numerous forms of analysis,
including performance
rankings, data tables and
peer group comparisons.
The AIC Global Sector
is a peer group of
investment trusts managing
predominantly global equity
strategies. The number of
members of the peer group
varies from time to time
depending on trusts entering
or leaving that sector.
Debt at fair value reflects
the price at which the debt
instrument would transact
between market participants,
in an orderly transaction at
the valuation date.
Discount is where the share
price of an investment trust
is below its NAV.
Gearing, at its simplest,
is borrowing. Just like any
other public company, an
investment trust can borrow
money to invest in additional
investments for its portfolio.
The effect of the borrowing
on the shareholders’ assets
is called ‘gearing’. If the
Company’s assets grow,
the shareholders’ assets
grow proportionately more
because the debt remains
the same. But, if the
value of the Company’s
assets falls, the situation
is reversed. Gearing
can therefore enhance
performance in rising
markets but can adversely
impact performance in
falling markets.
Gearing (Gross) = Total
Gearing and is a measure
of the Company’s financial
leverage. It is calculated
by dividing the Company’s
total borrowings (unless
otherwise indicated these
are valued at par) by its
NAV. The Gross Gearing
calculation includes any cash
and cash equivalents or non-
equity holdings.
Gearing (Net) is a measure
of the Company’s
financial leverage and
after considering cash
balances, it is calculated
by dividing the Company’s
net borrowings (ie total
borrowings minus cash and
cash equivalents) by its NAV.
Unless otherwise indicated,
borrowings are valued at par.
Investment Manager means
the Investment Manager
appointed by the Company
to manage its portfolio.
As at 31 December 2025,
this was Willis Towers
Watson (‘WTW’ or ‘the
Investment Manager’).
118
119
Leverage for the purposes of
the Alternative Investment
Fund Managers Directive
(‘AIFMD’), is a term used
to describe any method
by which the Company
increases its exposure,
whether through borrowing
(gearing) or through leverage
embedded in derivative
positions, or by any other
means. As required by
AIFMD, the Company’s
leverage is calculated using
two methods: the gross
method which gives the
overall total exposure, and
the commitment method
which takes into account
hedging and netting
offsetting positions. As the
leverage calculation includes
exposure created by the
Company’s investments, it is
only described as ‘leveraged’
if its overall exposure is
greater than its NAV. This is
shown as a leverage ratio of
greater than 100%. Details
of the leverage employed
for the Company is disclosed
annually by WTW in its
AIFMD Disclosure which
can be found on the
Company’s website.
MSCI means MSCI Inc.
which provides information
relating to the benchmark,
the MSCI All Country World
Index (‘MSCI ACWI’), against
which the performance
target for the equity
portfolio has been set.
MSCI’s disclaimer regarding
the information provided
by it and referenced by the
Company can be found on
the Company’s website.
MSCI All Country World
Index (‘MSCI ACWI’) is
a market capitalisation
weighted index designed to
provide a broad measure of
equity-market performance
throughout the world. It
comprises stocks from both
developed and emerging
markets. This measures
performance in Sterling. The
variant of the MSCI ACWI
used is the Net Dividend
Reinvested (‘NDR’). This
variant gives the return that
a shareholder could expect
to actually receive because
it includes the effects of
foreign withholding tax on
dividend payments.
Net Asset Value (‘NAV’) is
the value of the Company’s
total assets less its liabilities
(including borrowings). The
Company’s NAV per share
is calculated by dividing
this amount by the number
of ordinary shares in issue
(excluding ordinary shares
held in Treasury) and is
stated on an ‘including
income’ basis with debt at
fair value.
NAV Total Return is a
measure of the performance
of the Company’s NAV over
a specified time period.
It combines any change in
the NAV and dividends paid.
The comparator used for
the Company’s NAV Total
Return is the MSCI ACWI
total return.
Ongoing Charges represent
the Company’s total ongoing
costs and are calculated
in accordance with the
guidelines issued by the AIC.
Ongoing Charges Ratio
(‘OCR’) is the total expenses
(excluding borrowing costs)
incurred by the Company
as a percentage of the
Company’s average NAV
(with debt at fair value). We
calculate the OCR in line
with the industry standard
using the average of Net
Asset Values at each NAV
calculation date.
Peer Group Median is the
median of the Morningstar
universe of UK retail global
equity funds (open-ended
and closed-ended). The
number of members of
the peer group varies from
time to time depending on
funds entering or leaving
that sector.
120
Responsible or Sustainable
Investment is an investment
strategy that integrates
financial-driven strategies
with non-financial
Environmental, Social and
Governance (‘ESG’) factors
and stewardship for the
purpose of managing long-
term risk and/or enhancing
long-term returns.
Share Price Total Return
(‘SPTR’) is the return
to shareholders after
reinvesting the net dividend
on the date that the share
price goes ex-dividend.
The comparator used for
the Company’s SPTR is the
MSCI ACWI Total Return.
This measure shows the
actual return received
by a shareholder from
their investment.
Stewardship represents
active ownership practices,
such as engagement and
voting, aimed at achieving
positive change in a
company’s ESG practices
and delivering improved
risk management and long-
term investment returns
outcomes, as well as a more
sustainable outcome for
society and all stakeholders.
Stock Picker means a
Manager selected and
appointed among others by
the Investment Manager to
invest in a portion of the
Company’s portfolio in a
limited number of stocks.
Total Assets represents non-
current assets plus current
assets, before deduction of
liabilities and borrowings.
Turnover is the lesser of
the value of stocks sold
or purchased in the year
expressed as a percentage
of the value of the equity
portfolio. Turnover can be
affected by the investment
activity of the stock
pickers, rebalancing of
the Company’s portfolio
between the stock pickers,
the appointment of a new
Stock Picker, additional
funds being made available
for investment or the
need to realise cash for
the Company.
Glossary of Terms
121
Company and
Shareholder
Information
Directors
Dean Buckley (Chair)
Sarah Bates
Rachel Beagles
Shauna Bevan
Jo Dixon
Milyae Park
Company Details
Incorporated in Scotland
Registered Number: 1731
ISIN: GB00B11V7W98
Sedol: B11V7W9
Ticker: ALW
LEI: 213800SZZD4E2IOZ9W55
Website: www.alliancewitan.com
Registered Office
River Court
5 West Victoria Dock Road
Dundee
DD1 3JT
Registered Office (from 29 May 2026)
Flour Mill Dundee
34 Commercial Street
Dundee
DD1 3EJ
Company Secretary and Administrator
Juniper Partners Limited
28 Walker Street
Edinburgh
EH3 7HR
Tel: 01382 938320
email: investor@alliancewitan.com
Investment Manager and AIFM
Towers Watson Investment Management Limited
Watson House
London Road
Reigate, Surrey
RH2 9PQ
Corporate Broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
Custodian
The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London
EC4V 4LA
Depositary
NatWest Trustee & Depositary Services Limited
Level 3, 440 Strand
London
WC2R 0QS
122
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Registrar
Computershare Investor Services PLC
The Pavillions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: +44 (0)370 889 3187
email: web.queries@computershare.co.uk
Website: www.investorcentre.co.uk
Share register queries
The Company’s share register is maintained
by Computershare Investor Services PLC.
Should you have any questions regarding
shares registered in your own name, please
contact Computershare via one of the above
contact methods.
Changes of address can be made online by
registering at www.investorcentre.co.uk or
by contacting the Registrar by telephone.
Alternatively, you can notify changes in name
and/or address in writing to the Registrar,
supported by the appropriate documentation,
at the address shown above. You can also
check your shareholding and find practical
help on transferring shares or updating your
details at www.investorcentre.co.uk.
Dividends
The Company pays quarterly dividends.
Provisional record and payment dates for the
2026 financial year are as follows:
1st Interim Dividend
Record date: 29 May 2026
Payment Date: 30 June 2026
2nd Interim Dividend
Record date: 28 August 2026
Payment Date: 30 September 2026
3rd Interim Dividend
Record date: 27 November 2026
Payment Date: 31 December 2026
4th Interim Dividend
Record date: 26 February 2027
Payment Date: 31 March 2027
Dividend payments direct to your bank
Shareholders may choose to receive dividend
payments directly into their bank accounts
instead of by cheque. Shareholders wishing to
do so should contact the Registrar.
Dividend reinvestment plan
Shareholders who hold their shares directly
may reinvest their dividends in the Company’s
shares in a cost-effective way through
the Company’s Dividend Reinvestment
Plan (‘DRIP’). Details can be found on the
Registrar’s website www.investorcentre.co.uk.
Shareholders can register to join the DRIP
either online or by post. The DRIP is only
available to residents of the United Kingdom.
Witan Shareholders
If you rolled over your shares in Witan into
the Company and need further information
or assistance in relation to your new holding
please contact the Registrar directly using the
contact details above.
Company & Shareholder Information
123
Shareholder information and events
The Company’s website contains a vast
amount of information such as details of
shareholder meetings and investor forums,
monthly factsheets, quarterly newsletters,
Stock Picker updates, as well as the Annual
and Interim Reports.
You can subscribe to receive these updates
direct to your e-mail either by subscribing via the
website or by scanning the QR Code below.
To access all of the investor information on
the Company’s website, please open the
camera on your smart phone or tablet and
hold the camera over the below QR Code. You
should then see a yellow box showing a link to
the Company’s website, press this link to go
straight to the investor information page.
How to invest
Alliance Witan is a closed-ended investment
trust with its shares listed on the London Stock
Exchange. The Company’s shares are eligible for
inclusion in Individual Savings Accounts (‘ISAs’)
and Self-Invested Personal Pensions (‘SIPPs’).
There are various ways to invest in the Company.
The Company’s shares can be traded through
any UK stockbroker and most share dealing
services and platforms that offer investment
trusts, as well as through Computershare www.
investorcentre.co.uk then select Share Dealing.
Further details on how to invest in the
Company’s shares via share platforms can be
accessed via the below QR Code:
Bogus websites and communications
The Company is aware of fraudsters copying
its website. These cloned websites can be very
convincing, with links and contact information
copied from our actual website.
To make sure the website is genuine, you
should check the address (URL) that appears
in the address bar at the top of the webpage.
If you’re on our website, it should always
begin with www.alliancewitan.com
The Company is also aware of contact having
been made with shareholders, generally by
telephone, seeking information about their
shareholdings. If you receive an unsolicited
call, please be cautious and if you have any
concerns about the genuineness of any such
communications, you may call the Company
on 01382 938320.
Annual General
Meeting
124
Annual General Meeting
124
125
AGM arrangements
This year’s AGM will be held on 29 April 2026
at 3.00pm in the auditorium at the offices of
WTW, 51 Lime Street, London, EC3M 7DQ.
If you wish to attend the AGM either in
person or virtually, please register using the
QR code below. We ask that should you be
attending in person, you please bring with you
a form of photo identification to gain entry
to the venue. The Board remains committed
to maintaining a physical AGM, with
shareholders and Directors present in person.
However, the AGM will also be streamed live
to shareholders. Once you have registered via
the link below, a web link will be provided for
those shareholders wishing to join the AGM
via the live stream.
Please note that proxy voting should be
lodged 48 hours in advance of the meeting
as live online voting will be unavailable.
Further details on how to vote are set out on
pages 134 and 135.
In addition to a presentation from the Chair
and the Investment Manager, there will be
a question-and-answer session where the
Board will respond to questions submitted by
shareholders in advance of the meeting and
by those attending the meeting in person or
via the live stream. The Board would welcome
your attendance at the AGM either in person
or online. Should you wish to submit a question
in advance of the AGM, please either add
your question where indicated during the
registration process or email it to the Company
Secretary at investor@alliancewitan.com.
Following the conclusion of the formal business
of the meeting, and after a short break, an
investor forum will take place where two Stock
Pickers will provide portfolio and performance
updates to shareholders. A drinks reception will
follow from 6.00pm.
Resolutions to be proposed at the AGM
A summary of the business to be proposed at
the AGM follows:
Resolutions 1 to 11 relate to the ordinary
business of the meeting, namely the receipt of
the Annual Report and Financial Statements,
to approve the Directors’ Remuneration
Report, the Company’s Dividend Policy, the
re-election of the Directors of the Company,
the re-appointment of the auditor, and to
authorise the remuneration of the auditor.
Annual General
Meeting
126
The following business will also be proposed:
• Resolution 12: Authority to allot
ordinary shares
Resolution 12 seeks shareholder
authority to allot up to 37,947,498
new ordinary shares for cash up to an
aggregate nominal amount of £948,687
(such amount being approximately 10%
of the nominal value of the issued share
capital of the Company as at 4 March
2026). In the event that there is increased
market demand for the shares, the Board
would like to be in a position to issue
shares for cash to meet such demand.
Shares will only be issued (either as
new shares or from Treasury) at prices
greater than the prevailing NAV per share
and where it is in the best interests of
shareholders generally.
• Resolution 13: Authority to disapply pre-
emption rights on allotment
If the Directors wish to issue new shares
or re-issue shares from Treasury for
cash, company law requires that these
shares are offered first to shareholders in
proportion to their existing holdings. The
purpose of this resolution is to authorise
the Directors to issue new shares or
re-issue shares from Treasury for cash
either in connection with a pre-emptive
offer or otherwise up to a nominal
value of £948,687 equivalent to 10%
of the Company’s current issued share
capital (excluding ordinary shares held in
Treasury), as at 4 March 2026, without
the shares first being offered to existing
shareholders in proportion to their
existing holdings.
Shares will only be issued (either
as new shares or from Treasury) at
prices greater than the prevailing NAV
per share and where it is in the best
interests of shareholders generally. In
no circumstances would the Directors
use the authority to dilute the interests
of existing shareholders by re-issuing
shares at a price which would result
in the dilution of the Net Asset Value
per share. The Directors do not require
authority pursuant to section 551 of the
Companies Act 2006 to re-issue shares
from Treasury.
• Resolution 14: Authority to repurchase
the Company’s shares
This resolution seeks shareholder
approval for the Company to renew
its power to purchase its own shares
either for cancellation or to hold them in
Treasury. The Directors believe that the
ability of the Company to purchase its
own shares in the market will potentially
benefit all shareholders of the Company.
The purchase of shares at a discount to
the underlying NAV will enhance the NAV
per share of the remaining shares. The
Company is seeking shareholder approval
to repurchase up to 56,883,299 shares,
representing approximately 14.99% of
the Company’s current issued share
capital (excluding ordinary shares held
in Treasury) or, if lower, such number of
ordinary shares equal to 14.99% of the
issued ordinary share capital as at the
date of passing the resolution.
Annual General Meeting
127
• Resolution 15: Notice of General
Meetings
The Board believes that it is in the best
interests of shareholders of the Company
to have the ability to call meetings on
14 clear days’ notice should a matter
require urgency. Under the Companies
(Shareholders’ Rights) Regulations 2009
companies are only able to opt for a
notice period of 14 days in respect of
General Meetings other than Annual
General Meetings if authorised annually
by shareholders. The Board will therefore,
as last year, propose a resolution at the
AGM to approve the reduction in the
minimum notice period from 21 clear
days to 14 clear days for all General
Meetings other than Annual General
Meetings. The Directors do not intend to
use the authority unless immediate action
is required.
The authorities sought under resolutions 12 to
15, if approved, will expire at the conclusion of
the 2027 AGM.
The full text of all resolutions is set out in
the Notice of Annual General Meeting on
page 128 to 130.
Recommendation
The Board considers the resolutions proposed
to be in the best interests of the Company and
shareholders as a whole and recommends that
shareholders vote in favour of each of these
resolutions, as the Directors intend to do in
respect of their own holdings.
128
NOTICE IS HEREBY GIVEN that the
138
th
Annual General Meeting of Alliance
Witan PLC (the ‘Company’) will be held in the
auditorium, at the offices of WTW, 51 Lime
Street, London, EC3M 7DQ on Wednesday,
29 April 2026 at 3.00pm.
Shareholders will be asked to consider, and,
if thought fit, pass resolutions 1 to 12 which
will be proposed as ordinary resolutions, and
resolutions 13 to 15 which will be proposed as
special resolutions.
ORDINARY BUSINESS
1. THAT the Directors’ Report, audited
Financial Statements, and Independent
Auditor’s Report of the Company for
the year ended 31 December 2025 be
received.
2. THAT the Directors’ Remuneration
Report for the year ended 31 December
2025 be approved.
3. THAT the Company’s Dividend Policy
be approved.
4. THAT Sarah Bates be re-elected as a
Director of the Company.
5. THAT Rachel Beagles be re-elected as a
Director of the Company.
6. THAT Shauna Bevan be re-elected as a
Director of the Company.
7. THAT Dean Buckley be re-elected as a
Director of the Company.
8. THAT Jo Dixon be re-elected as a
Director of the Company.
9. THAT Milyae Park be re-elected as a
Director of the Company.
10. THAT BDO LLP be re-appointed as
Independent Auditor of the Company
to hold office until the conclusion of the
next Annual General Meeting at which
accounts are laid before the Company.
11. THAT the Directors be authorised to
determine the remuneration of the
Independent Auditor.
12. Authority to allot ordinary shares
THAT in substitution for any existing
authority, but without prejudice to the
exercise of any such authority prior
to the date hereof, the Directors of
the Company be and they are hereby
generally and unconditionally authorised
for the purposes of Section 551 of
the Companies Act 2006 (the ‘Act’) to
exercise all the powers of the Company
to allot ordinary shares of 2.5 pence
each in the capital of the Company
and to grant rights to subscribe for, or
to convert any security into, ordinary
shares in the Company (such shares and
Notice of Annual
General Meeting
Notice of Annual General Meeting
129
rights together being ‘Securities’) up to
an aggregate nominal value of £948,687,
being equal to approximately 10% of the
Company’s issued share capital (excluding
Treasury shares) as at 4 March 2026, to
such persons and on such terms as the
Directors may determine, such authority
to expire on the date occurring 15 months
after the passing of this resolution or, if
earlier, at the conclusion of the Company’s
next Annual General Meeting, unless
previously revoked, varied or extended by
the Company in a General Meeting, save
that the Company may at any time prior to
the expiry of this authority make an offer
or enter into an agreement which would or
might require Securities to be allotted or
granted after the expiry of such authority
and the Directors shall be entitled to allot
or grant Securities in pursuance of such an
offer or agreement as if such authority had
not expired.
13. Disapplication of pre-emption rights
THAT in substitution for any existing
authority, and subject to the passing
of Resolution 12, the Directors of the
Company be and they are generally
empowered, pursuant to Sections 570 and
573 of the Act, to allot equity securities (as
defined in Section 560(1) of the Act) for
cash, or by way of a sale of Treasury shares
(as defined in Section 560(3) of the Act),
in each case as if Section 561(1) of the
Act did not apply to any such allotment of
equity securities or sale of Treasury shares,
provided that this power:
(a) shall be limited to the allotment of
equity securities or sale of Treasury
shares in connection with an offer
of such securities to the holders of
shares in the capital of the Company
in proportion (as nearly as may
be) to their respective holdings of
such shares but subject to such
exclusions, limits or restrictions or
other arrangements as the Directors
may deem necessary or expedient to
deal with Treasury shares, fractional
entitlements, record dates or any legal,
regulatory or practical problems in or
under the laws of any territory, or the
requirements of any regulatory body
or any stock exchange in any territory
or otherwise howsoever; or
(b) shall be limited to the allotment of
equity securities or sale of Treasury
shares (otherwise than pursuant to
sub-paragraph (a) of this resolution)
up to an aggregate nominal value of
£948,687 being approximately 10% of
the nominal value of the issued share
capital of the Company (excluding
Treasury shares), as at 4 March 2026;
and
(c) shall expire on the date occurring
15 months after the passing of
this resolution or, if earlier, at the
conclusion of the Company’s next
Annual General Meeting save that
the Company may, before such
expiry, make an offer or enter into
an agreement which would or might
require equity securities to be
allotted after such expiry and the
Directors may allot equity securities
in pursuance of any such offer or
agreement as if the power conferred
hereby had not expired.
130
Notice of Annual General Meeting
14. Authority to repurchase the Company’s
ordinary shares
THAT, in substitution for any existing
authority but without prejudice to the
exercise of any such authority prior to the
date hereof, the Company be and is hereby
generally and unconditionally authorised,
pursuant to and in accordance with section
701 of the Companies Act 2006 (the ‘Act’)
to make market purchases (within the
meaning of section 693 of the Act) of its
fully paid issued ordinary shares of 2.5p
each (either for retention as Treasury shares
for future re-issue, resale or transfer or for
cancellation), provided that:
(a) the maximum aggregate number of
ordinary shares that may be purchased
is 56,883,299, being 14.99% of
the issued ordinary share capital
(excluding ordinary shares held in
Treasury) as at 4 March 2026 or, if
lower, such number of ordinary shares
equal to 14.99% of the issued ordinary
share capital as at the date of passing
the resolution;
(b) the minimum price (excluding
expenses) which may be paid for each
ordinary share is 2.5p;
(c) the maximum price (excluding
expenses) which may be paid for each
ordinary share is the higher of:
(i) 105% of the average market value
of an ordinary share taken from
the London Stock Exchange Daily
Official List for the five business
days immediately preceding the
day on which such ordinary share
is purchased; and
(ii) the higher of the price of the
last independent trade and the
highest current independent
bid as stipulated by Article 5(1)
of Commission Regulation EC
22 December 2003 implementing
the Market Abuse Directive as
regards exemptions for buyback
programmes and stabilisation
of financial instruments
(No. 2273/2003).
(d) The authority conferred by this
resolution shall expire on the date
occurring 15 months after the passing
of this resolution or, if earlier, at the
conclusion of the Company’s next
Annual General Meeting save that the
Company may, before the expiry of the
authority granted by this resolution,
enter into a contract to purchase
ordinary shares which will or may be
executed wholly or partly after the
expiry of such authority.
15. Notice of General Meetings
That a General Meeting of the Company
other than the Annual General Meeting
may be called on not less than 14 clear
days’ notice provided that this authority
shall expire at the conclusion of the next
Annual General Meeting of the Company.
By order of the Board
Juniper Partners Limited
Company Secretary
5 March 2026
131
Notes:
1. Holders of ordinary shares are entitled
to attend and vote at the Annual General
Meeting of the Company. The total number
of issued ordinary shares in the Company
on 4 March 2026, which is the latest
practicable date before the publication
of this Notice, is 379,474,982 ordinary
shares. All votes will be taken on a poll.
2. All members entitled to attend and vote
have the right to appoint a proxy to attend
and vote at the meeting instead of them.
A Form of Proxy is enclosed. A proxy
need not be a member of the Company.
A shareholder may appoint more than one
proxy in relation to the Annual General
Meeting provided that each proxy is
appointed to exercise the rights attached
to a different ordinary share or ordinary
shares held by the shareholder. The
appointment of a proxy will not prevent a
member from subsequently attending and
voting at the meeting in person.
3. To be effective the instrument appointing
a proxy, and any power of attorney or
other authority under which it is signed
(or a notarially certified copy of any such
power or authority), must be sent to
the Company’s registrar at the address
shown on the Form of Proxy or lodged
electronically at
www.investorcentre.co.uk/eproxy or by
CREST members using the CREST proxy
voting service (see note 6 on the Form of
Proxy) in each case, not less than 48 hours
before the time for holding the meeting or
adjourned meeting.
4. A member of the Company which is a
corporation may authorise a person or
persons to act as its representative(s) at
the Annual General Meeting. In accordance
with the provisions of the Companies
Act 2006, 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 ordinary shares.
It is no longer necessary to nominate a
designated corporate representative.
5. The right to appoint a proxy does not
apply to persons whose ordinary shares
are held on their behalf by another
person and who have been nominated
to receive communications from the
Company in accordance with section 146
of the Companies Act 2006 (‘Nominated
Persons’). Nominated Persons may
have a right under an agreement with
the member who holds the ordinary
shares on their behalf to be appointed
(or to have someone else appointed)
as a proxy. Alternatively, if Nominated
Persons do not have such a right, or do
not wish to exercise it, they may have
a right under such an agreement to
give instructions to the person holding
the ordinary shares as to the exercise
of voting rights. Any statement of the
rights of shareholders in relation to the
appointment of proxies does not apply
to Nominated Persons as these rights
can only be exercised by shareholders of
the Company.
6. Copies of the terms and conditions of
appointment of all Directors are available
for inspection at the Company’s registered
office during business hours on any
weekday (public holidays excluded) and will
also be available for inspection at the place
of the meeting for 15 minutes before and
during the meeting.
132
Notice of Annual General Meeting
7. The Company must cause to be answered
at the Annual General Meeting any
question relating to the business being
dealt with at the Annual General Meeting
which is put by a member attending the
meeting, except in certain circumstances,
including if it is undesirable, in the
interests of the Company or the good
order of the meeting, that the question be
answered or if to do so would involve the
disclosure of confidential information.
8. The following information is, or will be,
available on the Company’s website
(www.alliancewitan.com): (i) the contents
of this notice of the Annual General
Meeting; (ii) the total numbers of (a) shares
in the Company, and (b) shares of each
class, in respect of which members are
entitled to exercise voting rights at the
Annual General Meeting; (iii) the totals of
the voting rights that members are entitled
to exercise at the meeting in respect of the
shares of each class; and (iv) any members’
statements, members’ resolutions or
members’ matters of business received by
the Company after the date of this notice.
9. CREST members who wish to appoint
a proxy or proxies through the CREST
electronic proxy appointment service may
do so by using the procedures described
in the CREST Manual (available at www.
euroclear.com). 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.
10. In order for a proxy appointment or
instruction made using the CREST service
to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must
be properly authenticated in accordance
with Euroclear UK & International Limited’s
specifications, and must contain the
information required for such instruction,
as described in the CREST Manual.
The message, regardless of whether it
constitutes the appointment of a proxy
or is an amendment to the instruction
given to a previously appointed proxy
must, in order to be valid, be transmitted
so as to be received by the Company’s
registrar (ID 3RA50) no later than 48 hours
(excluding non-working days) before the
time of the meeting or any adjournment.
For this purpose, the time of receipt will
be taken to be the time (as determined by
the timestamp applied to the message by
the CREST Application Host) from which
the Company’s registrar is able to retrieve
the message by enquiry to CREST in the
manner prescribed by CREST. After this
time, any change of instructions to proxies
appointed through CREST should be
communicated to the appointee through
other means.
11. CREST members and, where applicable,
their CREST sponsors, or voting service
provider(s) should note that Euroclear UK
& International Limited does not make
available special procedures in CREST for
any particular message. 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 is a CREST personal
member, or sponsored member, or has
appointed a voting service provider(s), to
procure that his CREST sponsor or voting
service provider(s) take(s)) such action
as shall be necessary to ensure that a
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
system provider(s) are referred, in particular,
to those sections of the CREST Manual
concerning practical limitations of the
CREST system and timings.
12. 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.
13. 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 3.00pm on 27 April 2026 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.
14. Pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001
and Section 311 of the Companies Act
2006, the Company specifies that to be
entitled to attend and vote at the Annual
General Meeting (and for the purpose of
the determination by the Company of the
votes they may cast), shareholders must
be registered in the Register of Members
of the Company no later than 6.00pm on
27 April 2026 or, in the event that the
meeting is adjourned, 6.00pm on the day
two business days prior to any adjourned
meeting. Changes to the Register of
Members after the relevant deadline
shall be disregarded in determining the
rights of any person to attend and vote at
the meeting.
15. Any person holding 3 per cent. or more
of the total voting rights of the Company
who appoints a person other than the chair
of the meeting as their proxy will need
to ensure that both they and their proxy
comply with their respective disclosure
obligations under the UK Disclosure
Guidance and Transparency Rules.
133
Notice of Annual General Meeting
134
HOW TO VOTE
IMPORTANT: The intention is that this meeting will take place in person and that shareholders
will be admitted without restriction. If these arrangements change, you will be notified by the
Company via its website and through a Regulatory Information Service.
MAIN REGISTER SHAREHOLDERS
• As a member of the Company no formalities
are required in order for you to attend
and vote. Corporate Representatives will
however require a letter of representation
in accordance with section 323 of the
Companies Act 2006.
• If you cannot attend for whatever reason,
you may appoint a proxy or proxies to
attend and vote on your behalf. A proxy
need not be a member of the Company.
• If the proxy is being appointed in relation
to less than your full voting entitlement,
please enter in the box where indicated the
number of shares in relation to which the
proxy is authorised to act as your proxy.
If the box is left blank your proxy will be
deemed to be authorised in respect of your
full voting entitlement.
• If you wish to appoint more than one proxy
please use a photocopy of the Form of
Proxy or contact the Company’s registrar
on 0370 889 3187. Please also indicate
by ticking the box provided if the proxy
instruction is one of multiple instructions
being given. All hard copy Forms of Proxy
must be signed and should be returned
together in the same envelope.
• Appointment of a proxy will not preclude
you from attending and voting in person at
the meeting. Voting in person will override
the appointment of your proxy. If these
arrangements change, members will be
notified by the Company via its website and
a Regulatory Information Service.
• Any joint holder may vote. However, if both
holders attend the meeting, only one will
be able to vote at the meeting. This will
normally be the holder whose name appears
first in the register of members.
• Where someone else signs the form on your
behalf, the authority entitling them to do
so, or a certified copy of it, must accompany
the form.
• Where the member appointing a proxy is
a corporation, the form must be under its
common seal or signed by a duly authorised
officer, attorney or other authorised person
and a copy of the authority provided.
• Each registered shareholder will be sent
either a paper Form of Proxy or an email
inviting them to vote electronically,
if they have elected to receive electronic
notifications. Further details on how to vote
online can be found on the following page.
135
HOW TO VOTE BY APPOINTING A
PROXY ONLINE
• Additionally you can appoint a proxy or proxies
electronically at www.investorcentre.co.uk/
eproxy or by scanning the QR code on your
Form of Proxy. If you use this option you
can update your proxy online until 3.00pm
on 27 April 2026 which is the latest time for
lodging your proxy.
• In order to register your proxy electronically
you will need the Control Number, PIN and
Shareholder Reference Number, all of which
you will find printed on the enclosed Form
of Proxy or in your email notification.
• Should you make your appointment of a
proxy electronically and by post, the Form
of Proxy that arrives last will be the one
counted. Please also see the Terms and
Conditions of the electronic service on
the website.
TIME LIMITS
In order to establish who is entitled to attend
and vote at the meeting, the Company takes the
entries on the register of members at 6.00pm
two days before the meeting or adjourned
meeting. Changes to the register after 6.00pm
on 27 April 2026 are disregarded in establishing
the right to attend and vote at the meeting.
ANNUAL REPORT
To receive a copy of this year’s Annual Report
please see our website or write to our Company
Secretary at River Court, 5 West Victoria
Dock Road, Dundee DD1 3JT. If you also
wish to receive a printed copy of the Annual
Report in future years please let our Company
Secretary know.
VOTING THROUGH THE PLATFORMS
If you hold your shares through an investment
platform or other nominee services, the Board
encourages you to contact your platform
provider or nominee as soon as possible to
make arrangements to vote in respect of your
holding. Voting differs between the major
platforms, and you should be aware that
deadlines for voting through the platforms
may be earlier than the Company’s proxy
voting deadline.
LEGACY ALLIANCE TRUST SAVINGS
HOLDERS
If you previously held your shares through
Alliance Trust Savings, now interactive
investor, you will no longer receive a form
of direction in the post to allow you to
vote your shares. Instead please contact
interactive investor directly either through
their website www.ii.co.uk or by telephone on
0345 646 2364 for further information on how
to vote and attend the meeting.
OTHER PLATFORMS
Further information on how to vote across the
most common investment platforms is available
at the following link: https://www.theaic.co.uk/
how-to-vote-your-shares.
Contact
Alliance Witan PLC
River Court
5 West Victoria Dock Road
Dundee DD1 3JT
Tel: +44 (0)1382 938320
www.alliancewitan.com
email: investor@alliancewitan.com
Registered Office
(from 29 May 2026)
Flour Mill Dundee
34 Commercial Street
Dundee
DD1 3EJ