![]() TR PROPERTY INVESTMENT TRUST PLC ANNUAL REPORT 31-03-2025 ## Annual Report 31-03-2025 TR PROPERTY INVESTMENT TRUST PLC ![]() That there will be limitations on what can be achieved but wanting to see a positive direction of travel. Overview 1 Company Summary 2 Financial Highlights and Performance 3 Historical Performance Strategic Report 4 Chairman’s Statement 7 Manager’s Report 16 Responsible Investment 25 Portfolio 26 Investment Portfolio by Country 27 Twelve Largest Equity Investments 31 Investment Properties 32 Investment Objective, Benchmark and Business Model 33 Strategy and Investment Policies 34 Key Performance Indicators 36 Principal and Emerging Risks 40 Long-term Viability Governance 43 Directors 45 Managers 46 Report of the Directors 49 Corporate Governance Report 55 Report of the Nomination & Remuneration Committee 56 Report of the Management Engagement Committee 58 Report of the Audit Committee 61 Directors’ Remuneration Report 64 Statement of Directors’ Responsibilities in Relation to the Group Financial Statements 65 Independent Auditor’s Report to the Members of TR Property Investment Trust plc Financial Statements 74 Group and Company Statement of Comprehensive Income 75 Group and Company Statement of Changes in Equity 76 Group and Company Balance Sheets 77 Group and Company Cash Flow Statements 78 Notes to the Financial Statements Glossary and AIFMD Disclosure 104 Alternative Performance Measures, Glossary and AIFM Disclosure Notice of AGM 108 Notice of Annual General Meeting 113 Explanation of Notice of Annual General Meeting Shareholder information 116 Directors and Other Information 117 General Shareholder Information 119 Investing in TR Property Investment Trust plc The photograph on the front cover is of Brandhorst Museum in Munich. ![]() Annual Report & Accounts 2025 1 Introduction TR Property Investment Trust plc (the ‘Company’) was formed in 1905 and has been a dedicated property investor since 1982. The Company is an Investment Trust and its shares are premium listed on the London Stock Exchange. Benchmark The benchmark is the FTSE EPRA Nareit Developed Europe Capped Net Total Return Index in Sterling. Investment policy The Company seeks to achieve its objective by investing in shares and securities of property companies and property related businesses on an international basis, although, with a pan-European benchmark, the majority of the investments will be located in that geographical area. The Company also invests in investment property located in the UK only. Further details of the Investment Policies, the Asset Allocation Guidelines and policies regarding the use of gearing are set out in the Strategic Report on page 33 and the entire portfolio is shown on page 26. Investment manager Columbia Threadneedle Investment Business Limited acts as the Company’s alternative investment fund manager (‘AIFM’) with portfolio management delegated to Thames River Capital LLP (the ‘Portfolio Manager’ or the ‘Manager’). Marcus Phayre-Mudge has managed the portfolio since 1 April 2011 and been part of the Fund Management team since 1997. Independent board The Directors are all independent of the Manager and meet regularly to consider investment strategy, to monitor adherence to the stated objective and investment policies and to review investment performance. Details of how the Board operates and fulfils its responsibilities are set out in the Report of the Directors on page 46. Performance The Financial Highlights for the current year are set out on page 2 and Historical Performance can be found on page 3. Key Performance Indicators are set out in the Strategic Report on pages 34 and 35. Retail investors advised by IFAs The Company conducts its affairs so that its shares can be recommended by Independent Financial Advisers (‘IFAs’) in the UK to retail investors in accordance with the Financial Conduct Authority (‘FCA’) rules in relation to non-mainstream investment products and intends to continue to do so. The shares are excluded from the FCA’s restrictions, which apply to non-mainstream investment products, because they are shares in an authorised investment trust company. Further information General shareholder information and details of how to invest in the Company, including investment through an ISA or savings scheme, can be found on page 116 onwards. This information can also be found on the Company’s website www.trproperty.com. ### TR Property Investment Trust plc The investment objective of TR Property Investment Trust plc is to maximise shareholders’ total returns by investing in the shares and securities of property companies and property related businesses internationally and also in investment property located in the UK. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 2 TR Property Investment Trust plc Year ended 31 March 2025 Year ended 31 March 2024 Change Balance Sheet Net asset value (NAV) per share 327.16p 351.50p -6.9% Shareholders’ funds (£’000) 1,038,237 1,115,503 -6.9% Shares in issue at the end of the year (m) 317.4 317.4 0.0% Net debt 1,6 18.5% 10.8% Share Price Share price 294.00p 325.00p -9.5% Market capitalisation £933m £1,031m -9.5% Year ended 31 March 2025 Year ended 31 March 2024 Change Revenue Revenue earnings per share 12.98p 12.04p +7.8% Dividends² Interim dividend per share 5.65p 5.65p 0.0% Final dividend per share 10.25p 10.05p +2.0% Total dividend per share 15.90p 15.70p +1.3% Performance: Assets and Benchmark Net Asset Value total return 3,6 -2.5% +21.1% Benchmark total return 6 -3.8% +15.4% Share price total return 4,6 -4.9% +22.9% Ongoing Charges 5,6 Including performance fee 0.84% 1.81% Excluding performance fee 0.78% 0.82% Excluding performance fee and direct property costs 0.76% 0.78% 1. Net debt is the total value of loan notes, loans (including notional exposure to contracts for difference (CFDs)) less cash as a proportion of net asset value. 2. Dividends per share are the dividends in respect of the financial year ended 31 March 2025. An interim dividend of 5.65p (2024: 5.65p) was paid on 10 January 2025. A final dividend of 10.25p (2024: 10.05p) will be paid on 30 July 2025 to shareholders on the register on 27 June 2025. The shares will be quoted ex-dividend on 26 June 2025. 3. The NAV Total Return for the year is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Dividends are deemed to be reinvested on the ex-dividend date as this is the protocol used by the Company’s benchmark and other indices. 4. The Share Price Total Return is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date. 5. Ongoing Charges are calculated in accordance with the AIC methodology. 6. Considered to be an Alternative Performance Measure as defined on page 104. ### Financial highlights and performance ![]() Annual Report & Accounts 2025 3 ### Historical performance for the year ended 31 March 2025 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Performance for the year: Total Return (%) NAV (A) 28.3 8.2 8.0 15.5 9.1 -11.5 20.7 21.4 -35.5 21.1 -2.5 Benchmark (B) 23.3 5.4 6.5 10.2 5.6 -14.0 15.9 12.2 -34.0 15.4 -3.8 Share Price (C) 29.5 -1.6 9.1 25.5 6.2 -16.8 28.3 19.9 -36.2 22.9 -4.9 Shareholdersʼ funds (£ʼm) Ordinary shares 1,010 1,065 1,118 1,256 1,328 1,136 1,326 1,563 968 1,116 1,038 Ordinary shares Net revenue (pence per share) Earnings 8.89 8.36 11.38 13.22 14.58 14.62 12.25 13.69 17.22 12.04 12.98 Dividends (D) 7.70 8.35 10.50 12.20 13.50 14.00 14.20 14.50 15.50 15.70 15.90 NAV per share (pence) 318.12 335.96 352.42 395.64 418.54 358.11 417.97 492.43 305.13 351.50 327.16 Share price (pence) 310.50 297.50 314.50 382.50 394.00 317.50 392.50 456.50 279.00 325.00 294.00 Indices of growth (rebased at 31 March 2015) Share price (E) 100 96 101 123 127 102 126 147 90 105 95 Net Asset Value (F) 100 105 111 124 132 113 131 155 96 110 103 Benchmark (G) 100 103 107 114 117 97 111 121 78 87 81 Net dividend (D) 100 108 136 158 175 182 184 188 201 204 206 RPI 100 102 105 108 111 114 115 126 143 149 154 Figures have been prepared in accordance with UK-adopted International Accounting Standards. (A) The NAV Total Return for each year is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Dividends are deemed to be reinvested at the ex-dividend date as this is the standard methodology used by the Company’s benchmark and other indices. This is considered to be an Alternative Performance Measure as defined on page 104. (B) Benchmark Index: the FTSE EPRA Nareit Developed Europe Capped Net Total Return Index. Source: Refinitiv Eikon. (C) The Share Price Total Return is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date. This is considered to be an Alternative Performance Measure as defined on page 104. (D) Dividends per share in the year to which their declaration relates and not the year they were paid. (E) Share prices only. These do not reflect dividends paid. (F) NAV only values. These do not reflect dividends paid. (G) Price only value of the index set out in (B) above. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 4 TR Property Investment Trust plc ### Chairman’s statement Market backdrop In the half year results (to 30 September) I was able to highlight what a strong six months we had experienced and the growing sense of optimism within our sector. I also cautioned in my Outlook how quickly sentiment and pricing can change, particularly when macro headwinds return to the fore. That is exactly what we then experienced in the second half of the financial year. There have been a series of geo-political events, ranging from the new UK Government’s first Budget through multiple autumnal elections across Europe to the all-important US election. Whilst the geo-political winds are creating waves on the surface, we continue to see encouraging signs in real estate fundamentals. The lack of new supply in so many of the markets in which we invest means that demand from tenants who are prepared to pay for quality buildings in the right locations cannot be met. Rents are rising and as usual our Manager’s report will go into much more detail. Set against this has been enhanced volatility in the pricing of short- and longer-term debt given the geo-political noise. However, it is also important to highlight how far spreads have narrowed. Banks and other lenders are clearly there to do business with borrowers. Access to capital – particularly debt – has always been the oxygen of this leveraged asset class and it is very encouraging to see those spreads tighten. There are two related features of our positioning which illustrate our Manager’s optimism. Firstly, the level of gearing in the Company, which has increased to close to record levels and as I write is at 17.0%. Our Manager feels strongly that the combination of improving market fundamentals and undervalued listed property companies (which is an under owned corner of the wider equity markets) provides great investment opportunities. The heightened level of mergers and acquisitions (‘M&A’) which we have previously flagged continues almost unabated. Private equity has offered significant premiums to broadly unchanged listed share prices and clearly sees even greater value post-acquisition. Meanwhile, the alternative of public-to-public takeovers can drive returns through economies of scale and deliver enhanced liquidity through larger market capitalisations. The second related feature is the continuing low level of physical property in the portfolio. We have found it increasingly difficult to acquire physical assets (at market prices) when listed equities have offered a compelling alternative, trading on such large discounts to net asset value. However, attractive opportunities are out there even if one has to analyse a huge number of potential deals; the Company made two acquisitions, in Bicester and Northampton, which are reviewed in detail later in this report. The Company has delivered a solid rise in earnings, supported by disciplined stock selection and a return to healthier dividends across the sector. The Board is therefore pleased to continue a measured pace of dividend growth, drawing on our healthy revenue reserves. Looking ahead, we are encouraged by the renewed interest in value-driven parts of the market. With many growth- focused areas looking stretched, we believe listed European real estate stands out – underpinned by solid fundamentals, improving sentiment and attractive valuations. The portfolio is well positioned to capture these opportunities and we remain confident in our Manager’s ability to deliver sustainable growth over the long term. Kate Bolsover CHAIRMAN ![]() Annual Report & Accounts 2025 5 Mar-24Mar-23Mar-22Mar-21Mar-20Mar-19Mar-18Mar-17Mar-16Mar-15 Benchmark Total Return TR Property Share Price Total Return TR Property Net Asset Value Total Return Mar-25 90 100 110 120 130 140 150 160 170 180 190 200 Ordinary Share Class Performance: Total Return over 10 years (rebased) Revenue Results Outlook and Dividend Revenue earnings for the full year increased by 7.8% over the prior year to 12.98p per share. The growth in earnings seen in the first half continued for the remainder of the year, although at a lower rate. Rental income from the direct property portfolio significantly reduced following the sale of our largest asset, the Colonnades in Bayswater. As noted in the half year report, the record low exposure to physical property was expected to be temporary and our two acquisitions will add to the rental income in the future. Although the income growth for the year is relatively modest, we have seen a number of companies who had previously suspended dividends return to announcing or making distributions at various points throughout our financial year. The impact will be more marked over the next financial year when a full year of distributions from these companies is brought into account. Having said that, with higher interest rates impacting overall distributions from these companies as well as the cost to our own income account, the income is going to take a while to recover. I flagged at the half year stage that the dividend for the full year would be uncovered. With healthy revenue reserves and a positive longer-term outlook, the Board is comfortable maintaining growth in the dividend, albeit this will be at a subdued pace whilst the dividend remains uncovered. Accordingly, the Board is recommending a final dividend of 10.25p per share, which will bring the full year dividend to 15.90p per share, a modest 1.3% increase over the previous year. Gearing and Currencies Gearing increased from 10.8% at the start of the year to 18.5% at the close, the average over the year was approximately 14.0%, increasing further towards the year end. I commented earlier in my report that this high level of gearing reflects our Manager’s view of opportunities within the sector at current pricing levels. Details of our gearing and debt are set out in the Manager’s report on page 15. Sterling strengthened by 2.2% against the Euro over the year to 31 March 2025. This is a 12-month snapshot figure; what is more important is the range over the year which was 5.5%. The average for the year was therefore some 2.5% stronger than in the prior year, providing a small headwind to the income account as 60% of our income receipts are in Euros or other European currencies. As in prior years and in line with our longstanding policy, the portfolio currency exposure was hedged to the benchmark. Discount and Share Repurchases The discount widened towards the end of the year to close at 10.1%. The average discount over the year was 7.5% with the Company’s shares trading in a range of between 2.9% and 10.8% through the year. This is wider than the five-year average of 6.9%. Our Managers continue to market the Company through an extensive programme of PR, webinars and monthly commentaries, all of which are available on our website www.trproperty.com. The Company did not repurchase any shares during the year. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 6 TR Property Investment Trust plc Chairman’s statement continued Awards I am pleased to report that the Company has won three awards this year, the Active Property category at the AJ Bell Investment Awards; Quoted Data’s Investors Choice Award ‘Best for Property’; and the Citywire ‘Best Specialist Equities’ Investment Trust. The Citywire award is particularly pleasing as the shortlist is a broad range of investment trusts and it is the fourth time we have won this award in the last five years. As a Board, we are proud of the continued plaudits that our investment team receives for their huge efforts on behalf of us all. Outlook The new financial year is only two months old, yet we are back in superlative territory with record-breaking price moves in all forms of risk assets as investors battle both to protect themselves from so much uncertainty and also to seek out mispriced opportunities thrown up by such high levels of volatility. For our sector we must take comfort not only in the positive fundamentals within so many of our chosen markets but also the financial strength of our companies. The balance sheet discipline required by public market investors has resulted in many of our companies having cash ready to invest. The sector is very much part of the ‘value’ end of the equity landscape and as a result has been under owned for several years as investors have chased ‘growth’ stocks on ever increasing valuation multiples. The performance of US equities in the first few months of 2025 will, we think, encourage investors to look again at other parts of the equity market in terms of both geographies and sectors. Pan European real estate looks attractively underpinned. Our Manager certainly thinks so given the record level of gearing in the Company. Kate Bolsover Chairman 10 June 2025 ![]() Annual Report & Accounts 2025 7 ### Manager’s report Performance The Company’s net asset value (‘NAV’) total return for the 12 months to 31 March 2025 was -2.5%, slightly ahead of the benchmark which returned -3.8%. Given that the respective figures for the first half of the financial year were +10.9% and +9.3%, it was clearly a disappointing second half. As the graph overleaf illustrates, the midpoint of our financial year (September) was close to the peak for the year under review. September also marked the peak of the recent recovery in pan European real estate equity share prices which had got underway in late 2023 after two very difficult years. This report covers the year to 31 March 2025 so the (potentially) epoch defining geo-political events of April and May will be covered in the Outlook. As I wrote in the half year report, the first half (April to September) saw the market responding to the growing consensus that inflation was under control and that central banks were once again able to dictate the monetary policy narrative. We moved past ‘peak’ interest rates with the first cut from the US Federal Reserve in September which had of course been broadly priced in by then. The three European central banks followed suit as the inflation data, whilst mixed (particularly sticky service sector wage inflation), generally trended downwards. Encouragingly we also saw a dramatic improvement in swap rates with a narrowing of spreads (as more lenders returned to the market) which brought the cost of longer dated debt down (real estate generally uses three-five years). The outlook appeared increasingly stable as we moved towards the second half of the financial year but, in reality, investor sentiment was fragile. Investors returned from their summer breaks and immediately began to fret about inflation and the impact on the rate curve. Longer dated swap rates moved out and leveraged assets (such as real estate equities) sold off. To compound matters, sentiment towards the UK deteriorated with the new Government’s first Budget which was widely viewed as anti-business and anti-growth. Macro geo-politics continued to dominate with elections in both France and Germany resulting in uncertainty as more extreme political blocks (on both the right and the left) created instability in forming coalition governments. The price of risk rose and that affects the value of assets. Beyond Europe, it was the landslide election of President Trump and the Republican control of the House of Representatives, the Senate and the Supreme Court that had markets pondering on how many of his manifesto pledges would be implemented. For Europe, the greatest impact during the first quarter of 2025 was the growing rhetoric from the US that Europe must rebuild its defence capability. This required the largest country in Europe, Germany, to break its self-imposed spending limit and deficit control which previous governments had refused We remain well positioned and agile, ready to respond as market conditions evolve. Within the property sector, positive fundamentals persist: healthy rental growth, limited supply and prudent debt levels are all amply evident across our portfolio. M&A activity is also creating meaningful opportunities to unlock value and build scale in the listed property market. Meanwhile, the macro environment is clearly shifting and this defined the second half of the year. Sadly, there is no law that says the more unpredictable things become, the faster they will return to familiar ground. But our portfolio’s strength and flexibility mean we are well equipped to navigate what comes next with confidence. Marcus Phayre-Mudge FUND MANAGER Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 8 TR Property Investment Trust plc to do. It all looked like a traditional European stalemate. However, the new German Chancellor, Friedrich Merz managed to force through a fiscal package of historic proportions (€500bn) for infrastructure and defence spending. This pushed 10-year Bund yields back up to 2.9% (last seen in June 2011). Whilst the rise in Bund yields was very unhelpful for the German residential names (the sub-sector corrected -15% in the month), the fiscal stimulus will be a crucial boost for Germany and the wider European economy. The key message from your Manager is simply that the period was once again dominated by a seesaw of market responses to macro events. Individual company balance sheets, detailed reviews of portfolios and their micro growth prospects played second fiddle to the swings in sentiment. Market fundamentals continue to improve but the macro outlook has driven higher volatility in share prices as demand for the asset class waxed and waned. Reviewing the underlying performance of our companies and the sub-sectors they are exposed to, we see plenty to be optimistic about. As I wrote in the half year report, we have continued the rotation to businesses exposed to greater rental growth after several years of concentrating on balance sheet liabilities and risk to cashflows from the rising cost of debt. The collective loan-to-value of our investment universe is in the mid-30s (%), a very comfortable position. The result is a healthy expectation of further improvements to earnings but with some instances of near-term debt refinancing providing headwinds to the rate of net income growth. The first half of the year saw a raft of offensive (as opposed to defensive) capital raises taking advantage of market opportunities. Encouragingly, this was across a broad range of sectors and geographies. The Company invested over £30m (2.7% of NAV) in eight separate transactions in the first six months of the financial year. The second half was more muted with investors in a wait-and-see mode ahead of the UK Budget and national elections in France and Germany. They were wise to be cautious, with sentiment deteriorating quite quickly as the winter got underway. On 9 January, the UK 30-year gilt hit a high of 5.3% (exceeding the Truss spike). The only raising in which we participated in the second half of the year was for a Swiss property company which raised a modest 3.5% of NAV. Swiss property companies are often viewed as a safe haven with stable, cheap financing. Consequently they trade close to NAV, hence the ability to raise capital. M&A activity continued to remind investors that undervalued listed companies will attract private capital even as market volatility increased in the second half of the year. In fact, the weakening of prices through the end of the calendar year and into the first quarter appears to have encouraged private equity. We believe that consolidation which leads to a smaller number of larger, more liquid companies with improved operating efficiencies is a large part of the solution for the sector. We supported the part cash/part paper bid by NewRiver REIT (market cap £300m) for another retail minnow Capital & Regional (market cap £151m). This also required a capital raise by NewRiver in September. A post year end event has been the approach by LondonMetric to acquire - in a mix of cash and shares - Urban Logistics REIT. More details follow in the Investment Activity section below. Whilst these consolidation plays are to be welcomed, the majority of the M&A activity has been privatisations. Leveraged private equity buyers have also been active in the UK, where Starwood acquired Balanced Commercial Property Trust (‘BCPT’) for cash following the completion Manager’s report continued Dec-24 Jan-25 Feb-25 Mar-25Nov-24Oct-24Sep-24Aug-24Jul-24Jun-24May-24Apr-24Mar-24 -10% -5% 0% 5% 10% 15% FTSE EPRA Nareit Developed Europe Capped Net Total Return Index GBP Benchmark Performance ![]() Annual Report & Accounts 2025 9 of a strategic review. Whilst the price of 96p was 9% below the last published NAV, shareholders voted for it. The loss of BCPT leaves LondonMetric as the remaining large, diversified REIT with a sector agnostic strategy. Blackstone had engaged with the board (and the largest shareholder) of Warehouse REIT which resulted in a ‘minded to accept’ statement following Blackstone’s indication of a price which equated to a 10% discount to the last published asset value. The portfolio is mixed, with a range of standalone logistics assets, terraces of smaller industrial units, a sizeable development site and a retail warehouse park. However, as this document goes to press, the potential buyer has uncovered issues during due diligence and sought a further extension to the deadline by which they must make a firm offer whilst also confirming that they are no longer able to offer the previously identified price. All quite messy and unresolved. Our view is that Warehouse REIT's management has been unable to articulate a clear strategy or deliver a sustained covered dividend. The board has negotiated a new fee structure which is to be applauded, but have disappointingly not altered the egregious two-year notice period on the old (higher) terms in the event the REIT is taken private. Quite simply, this case of failure is being rewarded and if the sale of the company does not proceed then the board need to complete a more formal strategic review. It is no wonder that investors have shied away from structures where alignment between owners and managers is not a priority in the boardroom. Of great significance, given its size, is the ongoing battle for Assura, the £1.6bn market cap owner of primary care facilities all leased to the NHS (together with a portfolio of recently acquired privately leased hospitals). The board has announced, after receiving a series of incremental offers, a bid very close to NAV from KKR. However, many long-term investors in this healthcare sub-sector would prefer Assura’s assets to remain in the public domain. We would count ourselves in that group and have encouraged their larger (and in our view, better run) competitor Primary Health Properties ('PHP') to counterbid. The situation was ongoing as we moved past the year end and this remains the case as we go to press. In Continental Europe there have been fewer transactions. The board of Tritax EuroBox, an externally managed portfolio of logistics and industrial assets geographically spread from Spain to Sweden, initially accepted an all-paper offer by SEGRO. This was trumped by a cash bid from the private equity giant, Brookfield. In Spain, Arima (market cap €240m) was the subject of a cash bid from a private property fund (backed by a large Brazilian bank). The deal was announced in May and completed in November last year. The Company was the second largest shareholder (8.1% of the issued equity). Whilst the bid was at a 39% premium to the undisturbed share price, it was still a 20% discount to the net asset value of this portfolio of high quality, Central Business Direct ('CBD') offices in Madrid. However, it was an important contributor to our performance (33bps) which reflected the scale of the premium to the undisturbed share price. Reviewing our performance attribution data, gearing assisted our alpha generation in the first half. The second half saw further investment in physical property (as detailed later in the report) which resulted in reduced geared exposure to equities later in the financial year. German residential, now the second largest sub-sector, had enjoyed a strong first half (seen as a Bund proxy) but this all reversed in the second half as investor concerns around inflation and risk saw bond yields rise. Our relative outperformance in this area was driven by our large position in Phoenix Spree Deutschland. I have commented on this stock in numerous reports and it is good to see the board’s strategy of accelerated condominium sales bearing fruit. A successful amendment to the debt structure, which did require some sales below book value, has put the business on a much stronger footing. It was the only listed German residential business to produce a positive total return (+8.6%) in the year. The weakest performing sector was Industrial/Logistics, but it is still the largest sub-sector. The market theme, primarily experienced in the first half, saw a number of highly rated companies suffering from a change in sentiment as market indicators pointed to a slowdown in the pace of rental growth. Our relative performance was flat and whilst we are not overweight to the sector as a whole, our French small cap, Argan returned -22.8% in the year. The portfolio is fully let with a pipeline of pre- let developments and steady earnings growth baked in. Given the difficulties in delivering projects through the convoluted French planning and regulatory bureaucracy we still feel this is a great little company with strong prospects. We therefore added to our position on share price weakness. Our two largest underweights which serve to counterbalance the Argan holding was SEGRO (-20.5% over the year) and Sagax (-24.6%). The latter is a highly rated, Swedish company with industrial assets all over Western Europe. In London Offices, we hold Workspace, the flexible office and light industrial specialist, rather than the development focused companies, Derwent London, Great Portland Estates and Helical. After a very strong first half which saw Workspace return +31.0%, the price weakness in the second half saw a full year total return of -14.6%. All the London companies followed a similar pattern, Derwent London (the largest in the group) returned -11.6% in the full year after posting +15.0% in the first half. Investors’ desire to get back into ‘bombed out’ office names in early 2024 evaporated in the second half in the face of macro Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 10 TR Property Investment Trust plc Manager’s report continued headwinds. Offices will always be the most volatile sector with the fastest rental growth (when the cycle turns) but they carry the greatest risk given the risk of cost overruns (highest construction costs per metre of any asset type) and the speed of depreciation. We can all picture a tired looking office building which is less than 20 years old! A minor success story was in our UK Residential group where we owned some PRS REIT and did not own Grainger Trust. In the case of the former, shareholder activism saw the removal of the Chairman and the announcement of a strategic review. The board are in discussion with various parties over the potential sale of the company and the total return over the year was +51.9%. Our negative view on Grainger was based on valuation rather than concerns over market fundamentals. Its total return of -18.4% over the year vindicated our concerns. Offices The bifurcation between the best and the rest remains the overriding feature of virtually all office markets. The structural shift in how and where businesses want to use office space is compounded by the overarching need to improve the energy efficiency of all buildings. This environment is generating opportunities, particularly for well-funded property companies who have the resources to carry out the required refurbishments, especially in prime locations where there is increasing visibility on demand and rental growth. In the half year report, I commented on the latest wave of pre-lets in London’s West End at record- breaking rents £120-130 per ft. These levels have been substantially exceeded, with a number of large lettings recording headline rents exceeding £180 per ft in the West End. Meanwhile in Docklands, you can still have as much space as you want at record low rents. New developments in the City of London have given occupiers options which did not exist 15 years ago. Why be in Docklands when you can be close to a major rail terminus such as Liverpool Street or Cannon Street station. London’s newest tower, 22 Bishopsgate (62 levels) is now fully let with the top floor let at a City record of £122 per ft. Helical Bar and their JV partner Orion have sold 100 New Bridge Street to an owner occupier (State Street) a year before completion for £333m. We see the same across Europe, with Gecina’s Paris CBD assets massively outstripping La Defence or other peripheral markets in terms of tenant demand and rental growth. Paris continues to have the lowest vacancy of the 24 European markets covered by Savills European Cities Report. We continue to remain overweight to Paris through Gecina. Across Europe, Savills report a 5% increase in take- up in 2024 and forecast 4% in 2025. By the end of the year, take-up will be only 10% below the pre-pandemic average. Average weekly European office occupancy reached 60% in 2024, versus a pre-pandemic average of 70%. The return to office thematic has been augmented by occupiers adjusting their demands. Tenants’ priorities now include much more collaboration and amenity space, coupled with complete ‘end-of-journey’ solutions such as bike storage, showers and canteens. Savills estimate average prime rental growth of 2.7% in 2025. Rents (inflation adjusted) remain 10% below 2019 levels. Not much else in any business’s cost base has seen that level of deflation. It is these figures which are ensuring very subdued development starts across all office markets. The development appraisals only stack up for the very best in class off the corrected land values. Retail The picture across retail markets remains encouraging and the performance of listed shopping centre owners reflects this optimism. The consumer remains resilient, buoyed by inflation-linked pay rises and savings accumulated during the pandemic. More importantly for owners of bricks-and-mortar, the rate of online sales growth appears to be slowing. Whilst that figure (ex-food and fuel) is over 30% in the UK, across Europe it has only grown from 9% (2017) to 16% (2024). The retailer cohort has also been shaken out with virtually all the major players (Primark the best-known exception) operating a sophisticated omni-channel provision. Brand is crucial and physical stores are very much part of the offer. Paris, Berlin, Madrid, Milan and Barcelona all saw more store openings in 2024 than in 2022 or 2023. According to JLL prime rents grew by 5.6% (year-on-year) through to the third quarter of 2024. The most expensive locations (e.g. Bond Street, Milan’s Vai Montenapoleone, Paris’ Avenue Montaigne) outstripped the average. We are now more cautious on these super high-end locations given slowing global growth. AEW Research remain most optimistic about France, citing lower vacancy and tenant affordability driving forecasted shopping centre rental growth of 2.4% next year. Their forecast for the UK is much poorer with growth of just 0.4% for shopping centres. Retail warehousing remains a strong performer and much in demand from investors. The low operating cost and plentiful parking plays well into an evolving click- and-collect/click-and-return world. CBRE’s Prime Retail Parks index saw rents grow by 5.3% in 2024 and are now just 8.6% below pre-pandemic levels. Vacancy is at 5.6% nationwide and for prime parks it is less than 2%. The Continental European data is almost as optimistic with vacancy levels at their lowest since 2014. In these market conditions rents can only go up. Sentiment towards all forms of retail assets continues to improve but we continue to prefer Europe, particularly France and Sweden, over the UK. The consistently high yields available from all our shopping centre owners remains a key attraction in a period where income may once again be the dominant driver of returns. ![]() Annual Report & Accounts 2025 11 Industrial and Logistics Whilst rental growth for this sector remains positive, the rate of growth has slowed dramatically across all types of industrial and logistics property Europe wide. The double- digit growth rates seen through and after the pandemic were not sustainable. The combination of over exuberance in the investment market, a slowdown in take-up as operators questioned the level of ERVs and some supply response has all led to pressure on rental growth. What has been very interesting is that the modest correction in pricing has led to a flurry of investment transactions, the property market equivalent of ‘buying the dip’. According to Savills’ latest European Logistics Outlook, investment volumes in 2024 reached €37.9bn, a 14% increase on 2023 and the fifth strongest year on record. Not what you might expect given that take-up at 27.5 million sq m was 7% lower than 2023, but the underlying structural drivers remain intact – supply chain diversification, e-commerce growth, automotive and wider electrification and broad desire to improve energy and logistics efficiency. Investors have also noted the slowdown in speculative development, reflecting not only growing cautiousness but also tighter land regulation, particularly in France, the Netherlands and Spain whilst supply remains less constrained in Poland, Hungary and Italy. Yields were stable for most of 2024 and then we saw slight tightening in the fourth quarter. This is encouraging for the sector which has returned to the top of our most favoured (alongside European shopping centres). Residential Structural undersupply persists across virtually all markets. The exception is Finland (and more specifically Helsinki) where oversupply is evident. The governments in both Dublin and Edinburgh are realising that rent controls are short-term vote winners but store up long-term issues as supply dries up. Developers will not build uneconomic product in the face of rising construction costs. JLL estimate that inflation in wages and materials has resulted in average costs rising 27% over four years. Germany’s situation has been even more extreme at 44%, leading to developer insolvencies and planning permits dropping 31% below 2020 levels. There is a crisis-level lack of supply. In the meantime, the low-yielding nature of the asset class (low voids, low depreciation, lower risk) resulted in the collapse of leveraged buyers as the cost of capital rose. The situation has only begun to improve in 2024, with investment in multifamily totalling €53.9bn, 19% ahead of 2023 levels but still 32% below the 2019-23 average. However, the market fundamentals are so compelling that stability in the pricing of longer dated debt will lead to a return of investment. JLL are confident of 2025’s total exceeding €60bn. We have rebuilt our position in Irish Residential Properties REIT following the exit of a Canadian investor who attempted to take the company private. Our central case is that the regulation on rent control will ease and thus enable rents to rise to closer to market levels. In Sweden, we continue to gain exposure to regulated rental property through Balder. Our largest relative position remains Phoenix Spree Deutschland, as mentioned earlier, with a 100% of its portfolio in Berlin. It is Germany’s largest and ‘youngest’ city with 56% of the population under the age of 45 and residents from over 170 countries of origin. It remains the most affordable capital city in Europe for those lucky enough to find an apartment. Alternatives This loose collective of all sectors which do not fall into office, retail, residential or industrial/logistics continues to grow in importance. The common denominator of all the alternative sectors is that they tend to be operationally focused. In every case, we as investors are assessing the operational capability of the asset and the management. Purpose-built student accommodation (‘PBSA’) is a good example. Unite Group (our preferred exposure) continues to refine its portfolio into those top-tier markets which offer the greatest rental growth. Universities face a funding crisis and the over issuance of lower value degrees amidst rising student debt issues will lead to falling rents in some oversupplied markets. Regulation is also a factor and the Netherlands has now introduced rental caps alongside reducing the number of courses taught in English in a blunt attempt to stem the flow of overseas students. Erasmus, the European student programme, saw a 6% increase in students travelling to the EU in 2023 versus flat domestic growth. The UK, encouragingly, has reversed its earlier rhetoric about reducing overseas student visas and we saw a 15% year- on-year increase in 2024 versus just 1% from domestic students. Self-storage was under pressure as operators traded slower rental growth (greater incentives) in order to maintain occupancy. Data from the Self Storage Association showed falling occupancy nationwide (from 81% to 79% for mature stores). I commented at the half year that the acquisition by Shurgard of Lok’nStore (the UK’s third listed operator) looked expensive and the stock underperformed Big Yellow and Safestore over the year by 8% and 6% respectively. More recently, the private equity owners of Access have pulled the sale of the business, citing offers 10% below their desired price. Healthcare, both primary and elder care, have been strong relative winners in the year at the asset level where the Government-backed income remained attractive for leveraged buyers. For the owners of the listed companies, Assura and Primary Health Properties, the market saw Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 12 TR Property Investment Trust plc Manager’s report continued very little topline growth given that rent reviews were governed by a state entity (the Valuation Office). The lukewarm response from equity investors changed dramatically following the multiple bids from KKR for Assura. With a total return of +18.6%, Assura was a top performing stock over the year. Target Healthcare, a nursing homeowner has tangentially benefitted from the private equity interest in the sector, returning +17.0%. The REIT is externally managed and we expect more questions around cost efficiencies of the current contract which could make the vehicle vulnerable to takeover. Listed European healthcare companies are focused more on nursing homes and elder care rather than primary care. Post the year end we have seen an unsolicited all-paper bid from Aedifica for Cofinimmo; they are the two largest Belgian listed healthcare companies and the combined business would be the fourth largest healthcare business in Europe. Debt and Equity Markets Capital raised in 2024 across the UK and European real estate companies reached €25.9bn, more than double the €10.1bn raised in 2023. It was the third highest figure in the last decade and already in the first quarter of 2025 (€6.3bn) has exceeded the corresponding quarter in 2024. The majority of the capital raised was debt (€21bn) and crucially the weighted coupon rate has dropped from 4.7% in 2023 to 3.7% in 2025. In addition, only 12.9% of all debt is due to refinance in the next 12 months, with CFOs clearly hoping that refinancing will be cheaper in 2027 than 2026. It should be noted that these figures relate to new issuance, some of which will be required to replace existing/expiring lines of credit. There continues to be a large amount of restructuring, extending and renegotiation given the ongoing maturity of low interest vintage loans across our universe. However, these published statistics are a useful indicator of the improving capital environment for debt markets. Equity issuance was also stronger than the previous two years as the sector looked forward to more benign interest rate environment. The vast majority of raises can be classified as ‘offensive’ (as opposed to ‘defensive’). Companies were using the capital raised to either deploy into new assets or to bring forward development pipelines, rather than pay down debt or shore up balance sheets. The one exception was Regional REIT where it had to carry out a hugely dilutive capital raise at 10p (previous share price 40p) to restructure its balance sheet after the repayment of a retail bond. We have never owned shares in this externally managed company which owns regional offices (outside of the M25) and had its IPO at 100p in 2015. The Company participated in 14 separate capital raises in the year. These ranged from a £9.9m investment in Unite, who raised £450m to fund a number of new development schemes which are all pre-let in collaboration with various universities, down to £1.3m in Pandox’s capital raise of just £20m. The most successful was our £6.2m investment into Swiss Prime Site at CHF102.5 in February 2025 where the shares are now trading at CHF116 (at the end of April). Swiss stocks are seen as safe havens in these volatile times. Investment Activity – property shares Portfolio turnover (purchases and sales divided by two) totalled £460m, broadly in line with the previous year in absolute terms (£477m). However, when viewed as a % of net assets, turnover was 45%, higher than the previous year of 40%, which saw net assets grow substantially in the prior period. Three main reasons: heightened volatility, M&A activity (where whole positions were liquidated) and a significant amount of capital raised over the year (as covered under Debt and Equity Markets above). The adjustments in our largest overweights and underweights (versus their respective positions in the benchmark, i.e. our greatest convictions) were as follows. UK Commercial Property Trust was acquired by Tritax BigBox in an all-paper transaction. I liquidated the position not wishing to increase my net exposure to Tritax BigBox. Balder, our preferred Swedish residential play just missed out on remaining in the highest conviction group as I took profits post the huge summer rally in this highly leveraged name. The theme of reducing exposure to the higher leveraged Swedish names persisted into the year end with Catena, the Swedish logistics developer, dropping out of the major overweights group. The additional increased exposure to European shopping centres was via Unibail- Rodamco-Westfield which is now in the major overweight group. The exposure to Industrial & Logistics reduced over the year. I liquidated our position in EuroBox once the SEGRO paper bid emerged (in hindsight I should have held on for the small additional gain from the Brookfield cash counter bid). Exposure to Sagax, the highly rated Swedish industrial owner was also reduced based on both its leverage profile but also its premium pricing. I do remain optimistic about the prospects for the smaller Continental European logistics owners who have substantial development pipelines and a solid path to earnings growth. This is reflected in our ongoing major overweight to Argan with its particularly high implied earnings yield given the subdued share price. ![]() Annual Report & Accounts 2025 13 Within the UK Diversified space, I continue to favour LondonMetric as the large cap play and Picton as our small cap exposure. The diversified sector continues to shrink with the privatisation of both BCPT and more recently the sale of Aberdeen Property Income to a private consortium. I have recently acquired a holding in Schroders Real Estate Investment Trust (market cap £242m), one of the last micro caps in this sector. This externally managed vehicle will shortly need to name its new lead manager following the internal promotion of the incumbent who becomes global head of Schroders real estate business. I continue to believe that consolidation amongst these small REITs will help their collective rating. Hammerson, with retail assets in the UK, France and Ireland, completed the sale of its minority interests in a range of outlet malls (which included some exposure to the flagship Bicester Village). It has reduced its debt burden and promises both buybacks of its shares and potential buyouts of some of its co-owned UK malls. I still feel that owning a small number of assets in three geographies will not deliver superior, market beating returns and sold our position. If they are able to sell their two French assets then the UK /Irish assets may well attract a domestic buyer. I closed the underweight to Shaftesbury Capital after a period of sustained weakness. This poor performance came to an abrupt end with the announcement of the sale of 25% of the Covent Garden estate to Norges (who already own a large stake in the REIT). This sale releases £570m for additional investment in the estate. In Spain, I participated in the placings in both Merlin (July) and Colonial (November). Both companies were raising ‘offensively’ with uses for the capital, as opposed to ‘defensive’ de-gearing or balance sheet restructuring reasons. However, over the following months I made only modest profits as I exited both holdings. I had become concerned that the use of proceeds, which for Merlin was datacentres and for Colonial a series of mixed portfolios, were not going to deliver enough return in the short run. In the case of Merlin, the datacentre development programme is to be applauded for helping to reinvigorate depopulated parts of Spain but the stock has developed a correlation with the fortunes of the wider listed technology space which is unhelpful. In the Alternatives space I returned to buying Unite, participating in the placing in July (at 900p) and subsequently adding to the holding (down as low as 806p). Their ability to extract strong returns from their development programme together with the relentless pruning of sub-scale locations and weaker educational partners continues to drive returns. This is a classic case (much like Industrials REIT or the self-storage names) where the equity market is in danger of undervaluing the management platform where economies of scale and operational efficiencies would be hard to replicate. Central Paris remains a market to which we are very happy to have more exposure to, not only through Gecina (4.2% of investments) but increasingly through Covivio (3.8% of investments). It is a diversified business with c.40% of investments in Paris, the rest is a mix predominantly of mid-market hotels and Berlin residential, both of which are markets I am happy to have more exposure to. Our only meaningful office exposure outside of Central Paris was to Madrid via Arima (1.4% of investments) which was taken private in November. I have covered much of our M&A activity under Performance, the exception being Urban Logistics REIT which requires some further explanation. This externally managed REIT has focused on buying single let industrial and logistics property across the UK. From IPO in 2016 through to November 2021 it completed seven capital raises between 100p and 170p per share. My concern with the vehicle centred on governance where the external manager earned fees from both the management contract but also from a broker (a commercial estate agent) which was partially owned by the external manager. This arrangement was not hidden from shareholders but that does not make it more palatable in my view. By January 2025 the shares had fallen back towards 100p and I began building a position. In February, the board announced a proposal to internalise the management contract. This would have required shareholders’ funds to essentially buy out the manager from the contract (which had a two year notice period). There were allied proposals in the event that the REIT was acquired by a third party. Quite simply the proposals were ludicrous and financially incontinent with a very low return on capital employed. In my view, the board had failed their shareholders in sanctioning such a proposal. The vast majority of our engagement with managers and boards are undertaken privately. However, there are occasions where shareholders need to make a stand. The Company joined with Waverton (an institutional wealth manager) and Achilles (a new activist vehicle run by Harwood Partners) to call for an EGM with resolutions to replace three directors, including the Chairman. Within a few weeks and before we received a formal response from the board, there was an announcement that the board were ‘minded to accept’ an offer (if one was made on the terms outlined) from LondonMetric. The potential offer is a mix of cash and paper and therefore the exact value is a function of the LondonMetric share price. This bid solves two problems for the board: it no longer has to deal with the failed internalisation proposal and it avoids the embarrassment of an EGM. LondonMetric’s bid might be seen as opportunistic but judging by the share Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 14 TR Property Investment Trust plc Manager’s report continued price performance investors are keen on the idea. Given the timing so close to the year end, any announcement will be a post balance sheet event. The share price of Urban Logistics REIT at the end of April was 145.6p. Our position was built primarily in January and February with an average book cost of 114.3p. The impact on fund performance was modest as the total holding was £13.4m but the internal rate of return was encouraging given the short holding period. Physical Property Portfolio During the year the Company purchased two new properties. Launton Business Centre, Bicester was acquired for £16.05m, which reflects a net initial yield of 5.4% and a reversionary yield of 8.0%. This 10 unit multi-let industrial estate was purchased off market and has potential to add value through proactive asset management and targeted refurbishment. The average rent of the estate is less than £8 per sq ft with an estimated rental value over £11 per sq ft. The capital value of £145 per ft is close to rebuild cost. Bicester sits in the heart of the Oxford-Cambridge growth corridor and we believe that there are good rental growth prospects in both the short and medium term. The second purchase was a small 30,000 sq ft light industrial unit in Northampton bought for £3.25m, reflecting a net initial yield of 7.5% and a reversionary yield of 9.0%. The building is of good specification with fixed rental uplifts in the lease. The property was not widely marketed and we moved quickly to secure it off market. Even after accounting for all purchase costs (including stamp duty) the physical property portfolio produced a total return of 7.7% for the 12 months, made up of a capital return of 5.3% and an income return of 2.4%. During the year, our asset management activity was targeted at our property in Wandsworth where we started the transformation of our ultra-urban industrial estate. This has resulted in deliberate vacancy in much of the estate as we conduct the rolling refurbishment and explains the low income yield from the property portfolio given that this asset accounts for more than 50% of the physical portfolio. The aim of the refurbishment programme is to provide premium grade specification and design alongside market leading sustainability characteristics. Phase 1 was completed in September 2024 and immediately let to a high-end fashion business on a 10 year lease at a market rent of £45 per sq ft. Phase 2 was completed in February 2025 and is available to let. So far, we have delivered five units with an EPC grade of -A7, meaning they are all capable of being occupied on a net-zero basis. The first phase set a new market rent in London industrials and we are excited about the interest in phase 2. A case study on the Net Zero in use refurbishment of these units is on page 20, in the Responsible Investment section. As mentioned at the half year, we re-let the retail unit that fronts the estate to Joe & The Juice following a competitive bidding process between three parties. As part of the letting, we opened up four previously blocked windows, improving the natural light into the unit and enriching the retail offer on Old York Road, as well as enhancing the entrance to the estate. Revenue and Revenue Outlook Earnings of 12.98p were 7.8% ahead of the previous year. At the expense of repeating the half year narrative, the impact of rising interest rates over the last two and a half years had a significant impact on our underlying companies. Companies were quick to cut or suspend dividends, alongside introducing programmes to reduce debt through asset sales. As I stated in the Half Year Report, most of the companies which had suspended dividends have now returned to distributing or have at least announced their intention to do so. As expected, this increased the level of income for the year under review, although the timing of some recommencements resulted in a limited impact for this financial year. We expect to see a further improvement for the year to 31 March 2026 as we benefit from the full year impact of the resumption of distributions, yet this is still not likely to match 2022/23 levels. To compound the fall in dividend income described above, our own revenue account has suffered directly from increased interest costs and rising rates of UK corporation tax over the same period. More recently, the sale of the Colonnades reduced our direct property portfolio and rental income. The rolling refurbishment project at our 16-unit Wandsworth industrial estate entails planned vacancies. We expect income from the estate to decline for two years before the benefits in terms of increased rental income from this asset are realised. We have highlighted the opportunities for corporate activity, and as covered earlier in this report a number of corporate actions are in play, with more anticipated. Making the most of these opportunities has in some cases come at the expense of income and will continue to do so as these play out but the capital returns should compensate for that. The dividend for the current year is not fully covered, with an approximately 18.4% contribution from our revenue reserves. Looking forward, the dividend for the year to 31 March 2026 is unlikely to be fully covered and we anticipate making a small contribution from revenue reserves. After that, we expect to see underlying rental growth feed through to distributions and the benefits of our direct portfolio asset management initiatives (both the refurbishment activity at Wandsworth and management initiatives on ![]() Annual Report & Accounts 2025 15 Marcus Phayre-Mudge Fund Manager 10 June 2025 our newly acquired assets) start to bear fruit. However, the headwinds from higher interest rates (including our loan note refinancing detailed below) and higher tax rates are not expected to abate in the short term. The precise timing of a fully covered dividend is difficult to predict. However, we are confident of a return to a fully covered dividend in the medium term, with any contributions to our distributions from revenue reserves on a markedly declining trajectory in the meantime. This assessment has given the Board the confidence to maintain a modest level of growth in our dividend. Gearing and Debt At the beginning of the year our revolving credit facilities were undrawn. As sentiment towards the sector improved, gearing was increased from 10.8% at the beginning of the year to 18.5% at the close. The closing level of gearing reflects our view of the corporate action opportunities that the current sector rating presents, on which further comments are made elsewhere. Our facility with ING was not renewed in July 2024 as we were able to secure more competitive pricing elsewhere. In October 2024 we finalised a multicurrency facility of £30m with RBSI. This is in addition to the existing £60m facility from RBSI. The loans have been deliberately arranged as discreet loans with different maturity profiles. Our Euro loan note is due to mature in February 2026 and we are at the early stages of discussions for the refinancing of this. The interest rate environment is not as favourable as when we entered into this loan note and we expect to bear a meaningful increase in the existing 1.49% coupon. Importantly, there is now a reasonable depth to this market which will help us to minimise spreads. During the year we also increased the number of providers of contracts for difference (‘CFDs’). This enhances our flexibility and ensures pricing remains competitive. We retain the policy of accessing gearing through a range of methods: loan notes, revolving multicurrency credit facilities and CFDs, whilst maintaining relationships with a number of banks and providers. Pricing is important but flexibility is also a factor. The overall cost of debt has increased significantly over the last two years and in volatile markets the ability to move gearing levels quickly is increasingly valuable. Outlook In the Outlook section of the half year report I concluded that we would begin to see listed property companies taking advantage of their balance sheet strength and conservative ‘loan-to-value’ ratios to make earnings- accretive acquisitions as the interest rate downward cycle evolved. Headline examples include Landsec’s acquisition of Liverpool One and Klepierre’s purchase of RomaEst, both centres are coincidentally the sixth largest in their respective markets. I also suspected that this more benign environment could attract more private capital looking to snap up cheap assets and juice the returns of these lowly geared listed portfolios. This has indeed come to pass. As we go to press the outcome of the battle for Assura between privatisation (by KKR) or public-to-public merger (with PHP) remains undecided. What is clear is that M&A in our sector is set to continue reminding investors that discounted valuations of listed companies whose underlying assets are priced privately will deliver opportunities to make good returns. The Chairman’s Outlook referenced the level of gearing and our optimism. Given the weakness of our sector’s performance in the second half of our financial year this may well appear brave. The message is one of focus. Focusing on quality businesses which are correctly financed, exposed to markets and geographies which offer fundamental growth, with management teams that have a track record of delivery. Earnings growth is coming through indexation, reversion capture and development gains. The dry powder for investment within so many of our companies is a real opportunity when there are so many examples of supply/demand imbalances for the right quality assets. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 16 TR Property Investment Trust plc ### Responsible investment Introduction The Board recognises the importance of considering Environmental, Social and Governance ('ESG') factors when making investments and in acting as a responsible steward of capital. This covers the Company's own responsibilities on governance and reporting and through responsible ownership of the investments that are made on its behalf by its Portfolio Manager (the 'Manager'). 1. The Company's own approach to Corporate Governance and Reporting Maintaining a high level of governance and disclosure in the Company’s own operations and reporting is extremely important. Our Manager is encouraging and supporting this from the companies in which we invest and we cannot fall short of these standards ourselves. The Company’s compliance with the AIC Code of Corporate Governance is detailed in the Corporate Governance Report on page 49. Under Section 414 of the Companies Act 2006 there is a requirement to detail information about employee and human rights, including information about any policies in relation to these matters and the effectiveness of these policies. As the Company has no employees, this requirement does not apply. The Company is not within the scope of the UK Modern Slavery Act 2015 because it has not exceeded the turnover threshold and is therefore not obliged to make a slavery and human trafficking statement. The Directors are satisfied that, to the best of their knowledge, the Company’s principal suppliers, which are listed on page 116, comply with the provisions of the UK Modern Slavery Act 2015. These are principally professional advisers and service providers in the financial services industry, consequently the Board considers the Company to be low risk in relation to thismatter. The Board meets the FCA Listing Rules targets on diversity and inclusion. The Board’s diversity policy is outlined in more detail in the Corporate Governance Report. The activities of the Nomination & Remuneration Committee in relation to Board changes are referred to in the Nomination & Remuneration Committee Report on page 55. The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports Regulations 2013). It is exempt from reporting on its energy and carbon emissions under the Streamlined Energy and Carbon Reporting requirements. Investment trust companies are exempt from reporting against the Task Force on Climate-Related Financial Disclosures ('TCFD') 1 , however, the Financial Conduct Authority ('FCA') regulations require the Company’s AIFM, to report against TCFD at both the AIFM and product level. Therefore the AIFM has published a TCFD disclosure specific to the Company’s portfolio which is available on the Company's website. The AIFM has produced a report on its overall climate change approach, which is structured using the TCFD categories and is available on its website. 2. Our Portfolio Manager’s Approach to ESG Our Portfolio Manager’s primary duty is to pursue the objective set out at the beginning of this annual report, which is to invest in property and property related companies with the objective of exceeding the returns of our benchmark. The Company has not set out to be an investment fund with any ESG or sustainability characteristics. However, as a long-term investor, governance and sustainability considerations are embedded in our Manager’s investment process. ESG risk assessments and considerations are factors which can feed into the investment decisions taken by the Manager. This reflects the belief of our Manager that investee companies that have strong governance combined with a responsible approach to social obligations and the commitment to protect the environment can help enhance shareholder returns in the long term. LISTED EQUITY PORTFOLIO As a dedicated investor in the property sector our Manager does not have to consider some of the more controversial areas of what is ethical investment. However we are investing in buildings where construction and ongoing management have a direct impact on the environment. All property is in some way delivering a social purpose. Modern building practices are very much more focused on reducing energy consumption and efficiency than in the past. Properties have varying lifespans but are built for the long term. Older buildings which are less energy efficient than their modern counterparts are a fact of life and their replacement has wider environmental and social repercussions as well as huge cost implications. They are going to form part of the investible universe for the foreseeable future and their efficient improvement and management is just as important as ensuring new developments follow the highest possible environmental standards. Although older buildings will most likely show inferior "scores" to their more modern counterparts on a number of environmental measures, we are looking ¹ The TCFD was disbanded in December 2023, after its final status report was issued. However, companies continue to utilise its climate reporting framework. ![]() Annual Report & Accounts 2025 17 for demonstration of best efforts by issuers to improve these measures, recognising that there will be limitations on what can be achieved but wanting to see a positive direction of travel. There are two fundamental considerations to investment in property companies: the assets themselves and their management. The Manager seeks to invest in long-term assets which are managed by quality teams in a well governed corporate structure. As a result, there has been a long-standing and strong culture of stewardship in the Manager’s investment approach. The Manager believes that engaging with companies is best in the first instance, rather than simply divesting or excluding investment opportunities. However, there are instances where governance matters have driven a decision not to invest in a company. As one of the largest teams investing in pan- European real estate equities, our Manager meets with a significant number of management teams of investee and potential investee companies each year and has a robust record of engagement, with an agenda of reducing risk, improving performance and encouraging best practice. This is augmented by the strength of Columbia Threadneedle's Responsible Investment team and its broader engagement. Over the course of the year, our management team participated in 295 individual or group meetings with companies and their management teams. The Manager continues to incorporate new procedures and ways in which information is gathered and used to support their engagement with companies on ESG matters. Corporate Governance disclosure requirements have increased transparency enormously in recent years and enabled closer scrutiny and engagement on Governance issues for some years. Environmental measures are widely reported, with formal disclosure requirements being placed upon our investee companies, the Manager is more readily able to scrutinise other measures such as climate change and sustainability policies and outcomes. However, the Board and Manager are still of the view that the ESG rating industry and its approach and processes has significant limitations, making it difficult to draw true comparisons and make fully informed decisions. The assessments from the various data providers reach different conclusions as they do not all score in a consistent way. Some of the assessments are subjective and different data providers have different definitions and criteria. This may eventually converge into some form of consensus or standardisation but it still has a way to go. Conceptually, making ESG comparisons between companies and portfolios appears simple, but it is actually rather complex and it is important to ensure that valid comparisons are being made. As the shortcomings are being uncovered and the different approaches highlighted we hope that this will put pressure on the data providers to improve the quality and clarify the basis of their analysis. The data services are subscribed to so have to be fit for purpose. Our Manager's own company database covers financial and operational information together with extensive modelling. ESG data is being collated alongside this, having noted the shortfalls above allowing comparisons to be made between the various data sources for a single company and interrogated rather than relying on high level “scores”. Interactions with companies on ESG matters are noted and progress, or otherwise, can be tracked more efficiently. The Manager is dedicating direct resource to the analysis of the information available and also has the benefit of input from its Responsible Investment Team. This aims to improve the Manager’s ability to engage with investee companies on environmental matters and assist in the consideration of ESG factors as part of overall investment analysis. Governance Governance covers matters such as board structure; effectiveness, diversity and independence, executive pay and criteria, shareholder rights and financial and governance reporting and standards. Exercise of Voting Power and engagement The Manager has a corporate governance voting policy which, in its opinion, accords with current best practice whilst maintaining a primary focus on financial returns. The exercise of voting rights attached to the portfolio has been delegated to the Manager. Where practicable, all shareholdings were voted at all company meetings in the financial year in accordance with Columbia Threadneedle’s own corporate governance policies. This ensures that a strong, consistent approach is taken to proxy voting which backs up and reinforces engagement, takes a robust line on key governance issues such as executive pay and integrates consideration of environmental, social & diversity issues and sustainability practices into the voting process. Columbia Threadneedle’s Stewardship Report 2024 provides more information on its firm-level stewardship policies, as well as how these comply with the expectations of the UK Stewardship Code 2020 to which the Manager is a signatory. Its statement of compliance can be found on the website at https://www.columbiathreadneedle.com/en/. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 18 TR Property Investment Trust plc During the financial year, the Manager voted against, withheld and abstained on at least one management proposal at 46% of shareholder meetings. Votes against management were 8% of total items voted. Of the items voted against, the proposals can be broadly categorised as follows: 50% 13% 5% Compensation Capitalisation Director Election Director-related Strategic Transactions 26% 4% Non-routine Business 1% Where concerns arise regarding governance issues, the Manager is prepared to take a public stance if appropriate. An example of this is set out in the Manager’s Report on pages 13 to 14, detailing the actions around the initial management internalisation proposals from Urban Logistics REIT in February of this year. Social All buildings have a social function, providing places to live, work, eat, shop, store etc. Management of buildings needs to ensure any social obligations to the occupants are met in terms of health & safety, employee management and wellbeing and commitment to communities. Most of these obligations are the responsibility of the tenant but our investee companies are obliged to report on matters affecting their own employees and such statements are considered. Environmental Environmental policies in the property sector focus largely on sustainability and climate change. Climate change is one of the defining challenges of modern times. The management team have sourced data and research from several providers, including the Columbia Threadneedle Responsible Investment team and MSCI. The quantity and depth of data available in our sector varies greatly; the larger companies now have teams dedicated to providing environmental impact data and reporting. However many of our companies are small and do not currently have the resources to contribute data to the organisations providing analysis to the investor community. As a consequence, we see strong correlations between company size, maturity and overall scores. Since our investment strategy leads us to own focused mid-sized companies in preference to some of the larger diversified companies, the portfolio's overall ESG score might tend to be lower than the wider benchmark. The rigour of our process ensures that these companies receive scrutiny by the team. DIRECT PROPERTY PORTFOLIO Reducing the carbon emissions for the Company’s direct property portfolio has continued to be the central focus over the last 12 months. As detailed in the last Annual Report, the key challenge is ensuring all carbon reducing initiatives strike the right balance between being genuinely deliverable and commercially viable. Over the last year the relevance of this theme has become even more prominent and the Company’s ESG strategy has evolved to reflect this. We need to ensure that the Company invests in carbon efficient interventions which have the maximum impact towards meeting our goals. The core ESG priorities detailed in last year’s annual report, and set out below, continue to underpin the asset management strategy of the Company’s direct property portfolio. Through these priorities we have maintained a thorough and consistent approach which has helped us to refine our strategy and ensure that ESG continues to shape it. Alongside these core ESG priorities, social engagement into the wider community, within which our assets are located, has continued to be a key focus. Supporting the vibrant local communities surrounding our assets is critical to the success of the physical spaces we create. Our physical assets need to fit seamlessly within their communities and by supporting local events and charities we have been able to ensure this is achieved. Engagement with our occupiers and their community is also critical to achieving our goals. The Company’s direct property portfolio’s Sustainability and Social Responsibility Committee continues to provide the Governance structure for the ESG strategy. Our partnership with our property manager and data management consultant means we can monitor progress closely and quickly identify any actions which need to be taken to meet our goals. This structure maintains full transparency with all stakeholders. Responsible investment continued ![]() Annual Report & Accounts 2025 19 Core ESG Priorities Consumption Data Management Having a fully accessible dataset of the direct property portfolio’s carbon emissions is only possible through good consumption data management. This allows us to measure and monitor the carbon consumption of each asset accurately and therefore the carbon intensity of the direct portfolio. We use the Sierra+ platform to do this and it is through this platform that we can also model the impact of proposed decarbonisation interventions and their impact on the net zero pathway of a specific asset. Under Streamlined Energy and Carbon Reporting (SECR) the Company is defined as a low user company as directly procured consumption is below 40MWh. GRESB The Company’s second GRESB submission results were published in October 2024 with a 1 Star rating achieved. Whilst this was the same rating as the previous inaugural year, the overall score was much higher, being just 3 points from the 2 Star threshold. The data coverage of utility consumption has significantly increased to 92% of the portfolio, up from 34% last year, which had a positive impact on the scoring. From FY2025-2026 we will move away from GRESB in order to focus resource on a more targeted strategy to reduce carbon emissions from the direct portfolio. Further information is provided on page 22 where we detail the decarbonisation strategy for the portfolio. Renewable Energy Sources All energy supplies to landlord areas within the portfolio are procured only from renewable sources. This means that 100% of landlord electricity and gas supplies are contracted on certified green tariffs, backed by the Ofgem regulated Renewable Energy Guarantees of Origin (‘REGO’) scheme. Energy Performance Certificate ('EPC') and Minimum Energy Efficient Standards ('MEES') The EPC profile for the Company’s direct property portfolio as at 31 March 2025 is detailed below and includes the recent acquisitions of Launton Business Centre, Bicester and 14 Gambrel Road, Northampton. We continue to meet the current MEES requirements and the proportion of ratings B and above has improved significantly from 13% last year to 38%. EPC Ratings 2025 (ERV) A+: 15% (2024: 0%) B: 23% (2024: 13%) C: 25% (2024: 6%) E: 4% (2024: 18%) D: 33% (2024: 63%) The majority of D and E ratings relate to the units at Ferrier Street, Wandsworth which have not been refurbished. As the phased sustainability-led refurbishment progresses, these units will achieve A+ ratings, further strengthening the EPC profile of the portfolio. The Company is also identifying opportunities to improve the EPC for the other properties in the portfolio with PV solar panel feasibility studies ongoing and also identifying where gas supplies can be removed. Green Lease Clauses All new leases granted in the last year included “green lease” clauses. These clauses document the mutual agreement between landlord and occupier to collaborate on reducing the carbon emissions generated through their occupation, thereby improving the management of Scope 1 and 2 emissions. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 20 TR Property Investment Trust plc Responsible investment continued CASE STUDY: Ferrier Street refurbishment - implementation of our ESG priorities In April 2024 we commenced the first phase of the transformation of our ultra-urban industrial estate in Ferrier Street, Wandsworth. This sustainability-led project set out to provide premium grade specification and design alongside market leading sustainability characteristics. The key specifications of the refurbishment included: • A new, fully insulated roof with roof lights to maximise natural light whilst maintaining thermal efficiency • PV solar panels to provide onsite electricity generation • EV charging points • Best in class commuter facilities to promote health and wellbeing for occupiers • New energy efficient heating and cooling for the office space • Removal of all gas supplies • High quality design and finish Attention to detail and design was critical to achieve best in class units which stand out prominently from competing estates. The outcome of this detailed design approach is that we now have net zero in use, hybrid industrial workspaces designed to suit a variety of modern-day businesses across a range of sectors. ![]() Annual Report & Accounts 2025 21 The significant investment into the carbon-efficient interventions means that the units are future- proofed against potential future decarbonisation requirements. Following the completion of the work, the units were reassessed to update their EPCs and they both achieved an ‘A+’ EPC rating. This means the units are net zero in use and are future-proofed to meet the MEES requirements for commercial buildings. Phase 1 of the refurbishment was pre-let during the construction stage. This is testament to the quality of the product and the sustainability-focused specification played a significant role in achieving this. The new tenant took occupation of the units in October 2024 and is delighted with the space: #### “Moving to Ferrier Street Studios has been hugely positive. The sustainable credentials of the #### building played a significant role #### in our decision to take the space. #### The flexibility of the workspace has #### enabled us to adapt it to a number #### of uses central to the operation of our business. The variety of #### independent restaurants and shops in Wandsworth Town and the #### proximity to the station was also a key factor in our move. We are #### delighted to be here.” FOUNDER AND CEO, CONTEMPORARY LEISURE BRAND. Phase 2 comprised three further units and was completed in February 2025. All the units achieved an EPC A+ rating and the plans for subsequent phases are currently in progress. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 22 TR Property Investment Trust plc Community and Social Engagement The Company has continued to support the Wandsworth Foodbank by extending their occupation at Ferrier Street. Between 2024-2025 they provided 12,638 emergency food supplies to local people in hardship. Ferrier Street’s central location within the borough means it can serve all the foodbank centres efficiently, providing support to those facing hunger in Wandsworth. “The provision of this dedicated warehouse space in Wandsworth Town since January 2023 has played a vital part in enabling us to provide emergency food and support to thousands of local households during this time. We’re so grateful to TR Property for generously providing this warehouse space for our food bank for another year. This resource is a huge help to us as we help people and families facing hunger in Wandsworth.” Dan Frith, Wandsworth Foodbank Manager. Through our established relationship with the Wandsworth Town Business Improvement District the Company was one of the key sponsors of the Old York Road Unplugged event last summer. This free community music event was held in Wandsworth Town and included Ferrier Street as one of the central venues. We were delighted to support this successful event which welcomed the wider community to Ferrier Street. Governance Progress continues to be monitored by the Sustainability and Social Responsibility Committee on a quarterly basis. Given the evolving nature of our ESG priorities, it is critical that a proactive approach is taken by all key stakeholders, including senior decision makers within the Company, the asset managers and the property management team. This ensures all progress can be tracked and assessed in an open and transparent forum. Decarbonisation of the Direct Portfolio The principle objective of the Company’s ESG approach is to decarbonise the direct property portfolio by reducing reliance on fossil fuels and maximising exposure to renewable energy sources. Whilst there are a variety of ways in which we can report and benchmark the Company’s carbon emissions, it is becoming very clear to us that we should target our focus on actively reducing the carbon emissions. Before this can be done, a full understanding of live consumption within the portfolio, both on the landlord and tenant side, is critical to identifying opportunities to reduce these carbon emissions. For the last two years we have used GRESB to benchmark the direct property portfolio’s ESG performance against our peers. Whilst we have achieved a 1 star rating for both years, last year the Company’s score increased by 35% and was 3 points away from the 2 star threshold. This was in part helped by the fact that we were able to provide 92% data coverage for the portfolio, up from 34% last year. Whilst GRESB initially proved to be a helpful tool for the ESG measurement of our direct property portfolio, its emphasis on accreditations and ESG assessments has made it resource-intensive and costly for the Company’s relatively small exposure to direct assets. We are keen to continue to measure and improve the footprint of our properties and have concluded that we can provide a more accurate assessment of our ESG performance by setting hard and soft targets for ourselves against which our investors may measure our annual progress. By changing how we apply our ESG resource we aim to concentrate our focus on outcome rather than performance benchmarking, which seems dominated by consultants and reports. We do not believe that for our physical portfolio, GRESB is the most impactful way of implementing our strategy. Responsible investment continued ![]() Annual Report & Accounts 2025 23 In light of this, we have decided to move away from GRESB and concentrate on both the hard and soft aspects of our ESG strategy which target the decarbonisation of the direct property portfolio. To do this we need to focus on reducing our carbon emissions through positive interventions. The impact of these interventions can be monitored closely through data collection and analysis. Critically, this cannot be done unilaterally and occupier engagement will be fundamental to our success. Therefore, while more difficult to quantify, this occupier engagement is paramount to reaching our goals. We are, therefore, pleased to be sharing the Company’s new ESG Key Performance Indicators (‘KPIs’) which will be used to measure the progress of our decarbonisation strategy. We believe that by taking a more hands-on approach in managing the direct portfolio’s carbon emissions, these KPIs will enable us to be fully accountable for all asset management decisions made. These ambitious but achievable targets have been set to challenge the asset management team. Key Performance Indicator Matrix All reporting against KPIs will be on an annual ‘like for like’ basis. It is important to clarify that our ESG strategy has not changed. This is an evolution which will start to build the framework for future reporting cycles. We expect these KPIs to develop over time and they will be revised by the Board on an annual basis to make sure that they are relevant, ambitious and targeted towards meeting our goals. These KPIs have been split down to five key headline objectives with corresponding actions. 1) Data Collection: we are confident that we can meet 100% data collection for electricity. Gas supplies are primarily tenant controlled and therefore collecting this data is more challenging, highlighting the critical importance of occupier engagement. 2) Reduce Carbon Intensity by 7%: we are defining carbon intensity as all electricity and gas consumed by the direct property portfolio on both the landlord Objective Action KPI HARD 1) 100% Data Collection Collect consumption data (Landlord and Occupier) for o Electricity o Gas Monitor data and quality via data platform (Siera+) Target o Electricity 100% o Gas 75% Quarterly Data meeting. 2) Reduce Carbon Intensity by 7% o Electricity – Increase onsite generation via PV installations o Gas – Remove gas supplies from properties o Install 400 kWp of PV systems (subject to Grid Applications) o Decommission and remove 20%\* of gas supplies within the direct portfolio. \*at least 4 supplies 3) 2030 MEES Compliance Improve EPC exposure to B ratings and above 20% improvement in EPC B ratings and above SOFT 4) Occupier Engagement o Continue quarterly newsletters, occupier satisfaction and sustainability engagement survey and occupier events o Produceasustainabilityfit-outguide o Social engagement o Quarterly newsletters and occupier survey within Q1 o Engage with the local community at eachmulti-letasset 5) Governance o Quarterly sustainability committee meetings o Staff ESG Training o Data quality analysis through environmental consultant o Supply chain analysis o Maintain quarterly meetings o Regular sessions and updates throughout the year o Minimum quarterly data reviews o Review contractor tender documents Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 24 TR Property Investment Trust plc and tenant side. Most of the consumption is on the tenant side and therefore falls outside our direct control. We believe that targeting a 7% ‘like for like’ reduction is ambitious and we hope to achieve this through targeted interventions such as the removal of gas supplies and the installation of PV solar panels. 3) 2030 MEES compliance relates to the EPC for each unit in the portfolio. These are reviewed on a quarterly basis to ensure that they are up to date and all refurbishment projects must achieve a minimum ‘B’ EPC rating. This is very much a standard practice for the management of the portfolio, however it is important to formalise this target within our KPIs. 4&5) Occupier Engagement and Governance: these final two KPIs focus on how all stakeholders within the Company, our third-party partners and occupiers can work together to deliver the KPIs. Occupier engagement and collaboration is fundamental to this as our occupiers are responsible for the majority of carbon consumption within the portfolio. We also need to ensure everyone, from the key decision makers within the Company to our third-party service providers, are aligned to this ESG strategy and strive to meet these KPIs. Every action can impact our output. Although it is more difficult to measure these two KPIs, occupier engagement and governance are vital to achieving our goals. We will track our engagement with tenants and report in detail at the end of the year. The Company’s core ESG priorities will sit alongside these ESG KPIs and will continue to be fully integrated into the business plans for each asset, shaping its strategy: • Renewable Energy Sources: all energy across Landlord areas for the whole portfolio is solely procured from renewable sources and backed by the Ofgem regulated Renewal REGO scheme. • EnergyPerformanceCertificateandMinimumEnergy EfficiencyStandards: To ensure the direct property portfolio meets the required MEES, all refurbishment projects must achieve a minimum ‘B’ EPC rating. • Green Lease Clauses: It is standard practice that all new leases include these clauses. This assists in streamlining the management of Scope 1 and 2 emissions. These ambitious KPIs demonstrate the Company’s commitment to the decarbonisation of its direct property portfolio. As our decarbonisation journey progresses, we will report on these KPIs in 12 months’ time. ![]() Annual Report & Accounts 2025 25 ### Portfolio Distribution of Investments as at 31 March 2025 £’000 2025 % 2024 £’000 2024 % UK Securities¹ - quoted & unlisted 388,795 35.7 376,567 33.7 UK Investment Properties 61,519 5.7 38,388 3.4 UK Total 450,314 41.4 414,955 37.1 Continental Europe Securities - quoted 636,031 58.4 697,152 62.3 Investments held at fair value 1,086,345 99.8 1,112,107 99.4 - CFD debtor/(creditor)² 1,688 0.2 6,098 0.6 Total Investment Positions 1,088,033 100.0 1,118,205 100.0 Investment Exposure as at 31 March 2025 £’000 2025 % 2024 £’000 2024 % UK Securities - quoted & unlisted 388,795 31.9 376,567 30.5 - CFD exposure³ 42,698 3.5 38,874 3.2 UK Investment Properties 61,519 5.1 38,388 3.2 UK Total 493,012 40.5 453,829 36.9 Continental Europe Securities - quoted 636,031 52.1 697,152 56.5 - CFD exposure³ 89,810 7.4 81,675 6.6 Total investment exposure 4 1,218,853 100.0 1,232,656 100.0 Portfolio Summary as at 31 March 2025 2024 2023 2022 2021 Total investments £1,086m £1,112m £949m £1,555m £1,401m Net assets £1,038m £1,116m £968m £1,563m £1,326m UK quoted property shares 36% 34% 41% 33% 28% Overseas quoted property shares 58% 63% 51% 60% 66% Direct property (externally valued) 6% 3% 8% 6% 6% Net Currency Exposure as at 31 March 2025 Company % 2025 Benchmark % 2024 Company % 2024 Benchmark % GBP 31.1 31.2 32.6 32.8 EUR 42.4 41.9 42.0 41.9 CHF 11.1 11.2 9.1 8.9 SEK 15.3 15.2 16.2 16.1 NOK 0.1 0.5 0.1 0.3 ¹ UK securities includes no unlisted holdings (2024: 2 (0.2%)). ² Net unrealised gain/(loss) on CFD contracts held as balance sheet debtor/(creditor). ³ Gross value of CFD positions. 4 Total investments illustrating market exposure including the gross value of CFD positions. UK Securities UK Property Continental Europe Securities CFD Debtors/Creditors Securities UK Property 33.2% 6.1% 60.2% 94.9% 5.1% 35.7% 0.2% 5.7% 58.4% 94.9% 5.1% 35.7% 0.2% 5.7% 58.4% Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 26 TR Property Investment Trust plc ### Investment portfolio by country as at 31 March 2025 Market value £’000 % of total investments Austria CA Immobilien 465 - 465 - Belgium Warehouses De Pau 38,471 3.5 Aedifica 31,498 2.9 Montea 7,180 0.7 Shurgard Self Storage 2,514 0.2 79,663 7.3 Finland Kojamo 3,684 0.3 3,684 0.3 France Klepierre 55,594 5.1 Argan 45,207 4.2 Gecina 40,462 3.7 Covivio 10,278 1.0 Carmila 6,924 0.6 158,465 14.6 Germany TAG Immobilien 50,266 4.6 Vonovia 42,527 3.9 LEG Immobilien 31,583 2.9 124,376 11.4 Ireland Irish Residential Properties 12,793 1.2 12,793 1.2 Netherlands Eurocommercial Properties 23,227 2.1 Unibail-Rodamco-Westfield 22,359 2.1 CTP 14,723 1.4 Wereldhave 1,147 0.1 61,456 5.7 Spain Merlin Properties 3,458 0.3 Inmobiliaria Colonial 1,267 0.1 4,725 0.4 Market value £’000 % of total investments Sweden Fastighets Balder B 36,548 3.3 Wihlborgs 27,522 2.5 Nyfosa 13,264 1.2 Dios 8,457 0.8 Castellum 6,806 0.6 Catena 6,574 0.6 Platzer 6,135 0.6 Pandox 5,185 0.5 Cibus Nordic Real Estate 4,627 0.4 Samhallsbyggnadsbolaget 1,768 0.2 Intea 995 0.1 117,881 10.8 Switzerland Swiss Prime Site 36,926 3.4 PSP Swiss Property 35,597 3.3 72,523 6.7 United Kingdom LondonMetric Property 63,898 5.9 Unite Group 50,742 4.7 Picton Property Income 36,496 3.3 LandSec 33,699 3.1 Phoenix Spree Deutschland 27,167 2.5 Sirius Real Estate 23,825 2.2 Tritax Big Box REIT 22,944 2.1 Supermarket Income REIT 22,402 2.0 SEGRO 15,875 1.5 Shaftesbury Capital 14,037 1.3 Workspace 13,875 1.3 Urban Logistics 11,873 1.1 Primary Health Properties 9,117 0.8 Target Healthcare 8,875 0.8 Safestore 8,544 0.8 Schroder REIT 7,693 0.7 NewRiver REIT 7,650 0.7 Warehouse REIT 4,679 0.4 PRS REIT 2,665 0.2 Big Yellow Group 2,095 0.2 Empiric Student Property 644 0.1 388,795 35.7 Direct Property 61,519 5.7 CFD Positions (included in current assets and liabilities) 1,688 0.2 Total Investment Positions 1,088,033 100.0 Notes > Companies shown by country of listing. > The above positions are the physical holdings included in the investments held at fair value in the Balance Sheet. The CFD positions is the net of the profit or loss on the CFD contracts (i.e. not the investment exposure) included in the Balance Sheet current assets and liabilities. ![]() Annual Report & Accounts 2025 27 ### Twelve largest equity investments as at 31 March 2025 † Notes: > The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio. > The five-year total shareholder returns are the returns in the local currency of the holding. Klépierre is a French REIT, which owns, operates, and manages a portfolio of European shopping centres, spanning twelve countries. At the end of 2024, the company owned a portfolio of c.€20bn, with major exposures in France (c.38% of value), Italy (c.24%), the Nordics (c.12%), Iberia (c.12%), Germany/Netherlands (c.10%), and CEE markets (c.5%). The company, like all shopping centre owners, has reaped the benefits of a return to normality as social gatherings are permitted and travel restrictions have been lifted demonstrated in its strong rebound in footfall and tenant sales. While the ongoing shift towards e-commerce as a retail channel has continued, it has been at a slower rate, even retreating in certain markets, with digitally native retailers pivoting to physical by opening stores. On a relative basis, the company continues to benefit from its 100% focus on Continental Europe, without any exposure to weaker UK and US markets. Additionally, the company continues to benefit from the experience of the Chairman, David Simon, also Chairman and CEO of Simon Property Group, which owns a c.22% stake in Klépierre. In 2024, it observed rental growth of +6.3% year-over-year, benefitting from high indexation, positive reversion on releasing/ reletting and occupancy improvements. Meanwhile, it’s financial metrics remain conservative with a net debt to EBITDA of 7.1x and an EPRA LTV of c.43%. Its average cost of debt is low at just 1.50%, and is expected to remain low, as evidenced by its high hedging ratio of 86%, and weighted average loan maturity of 6.3 years. Given the consistent and robust financial metrics, Fitch and S&P upgraded its credit rating to A- (from BBB+) keeping their Stable outlooks. The five-year total shareholder return has been +142%. 2 31 March 2025 2024 Shareholding value £73.4m £67.4m % of investment portfolio † 6.01% 5.5% % of equity owned 2.0% 1.6% Share price 183p 203p 31 March 2025 2024 Shareholding value £63.1m £61.1m % of investment portfolio † 5.2% 5.0% % of equity owned 0.8% 1.0% Share price €30.92 €24.00 1 Following its transformational 2024 merger with LXI, London Metric Property has become the UK’s largest ‘triple net’ REIT (i.e. where its tenants, in addition to paying the rent, are responsible for all property costs). Along with long Weighted Average Unexpired Lease Term's (WAULTs) this structure creates a stable, dependable source of income across a diverse range of assets (including hotels, healthcare assets and bespoke leisure assets such as Alton Towers, Thorpe Park etc.), allowing the company to focus on compounding future income and dividend growth – an area where it now has an enviable track record. Its £6.2bn portfolio is broadly split 55% triple net 45% logistics, with the latter asset class helping to provide earnings and NTA growth kicker, as the company completes asset management initiatives and captures the reversion embedded in UK logistics assets. Management has historically shown an astute ability to rotate its assets and crystallise value for shareholders, as well as a drive and skill in taking advantage of mispriced public companies, consolidating the sector and growing both the asset base and more importantly the returns of the company. LondonMetric is therefore set up, in our view, to deliver strong income growth over an extended period, and we believe the shares are likely to continue to command a rating premium vs. the peer group given these inherent qualities. The five-year total shareholder return has been +32.0%. Unibail-Rodamco-Westfield is a French REIT, which owns, operates, and manages a portfolio of shopping centres spanning Europe, the UK and US. At the end of 2024, the company owned a portfolio of c.€50bn, with major exposures in France (c.35% of value), US (c.21%), CEE (c.11%), Iberia (c.8%), UK (c.7%), Germany (c.5%), the Nordics (c.5%) and other markets (c.7%). After several years of dividend suspensions as management preserved liquidity helping to improve its balance sheet and maintain its credit rating without the need for a dilutive equity raise. The company’s high-quality, flagship shopping centres observed rental growth of +6.7% year-over- year, benefitting from high indexation (in Europe), positive reversion on releasing/ reletting and occupancy improvements across the portfolio. The strong underlying fundamentals of the prime portfolio has permitted the company to right size the portfolio by selling non-core assets and improve margins, maintaining its credit rating while using a “capital light” approach to continue to drive earnings growth. As outlined at its recent capital markets day, management now expect consecutive multi-year dividend increases, supported by a return to topline growth. Specifically, management has outlined a plausible plan to leverage the Westfield brand and platform alongside its attractive digital market capabilities to drive efficiencies and new revenues channels for its own portfolio as well as third parties. The company continues to benefit from the advice and experience of board member, Xavier Niel, who alongside his family own a c.25% stake in Unibail and has been influential in their renewed strategic direction. The five-year total shareholder return has been +47.6%. 3 31 March 2025 2024 Shareholding value £59.0m £67.4m % of investment portfolio † 4.8% 2.8% % of equity owned 0.6% 0.4% Share price €77.90 €74.50 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 28 TR Property Investment Trust plc Twelve largest equity investments continued 31 March 2025 2024 Shareholding value £55.4m £39.4m % of investment portfolio † 4.5% 3.2% % of equity owned 14.4% 11.0% Share price 72p 65p Gecina is the largest French REIT and is one of the largest real estate companies in Continental Europe by market capitalisation. At the end of 2024, its portfolio was valued at c.€17bn, comprising of offices (c.79% of value), residential (c.18%), and student accommodation (c.3%). Gecina develops, manages, and owns the diversified portfolio, which is heavily skewed toward the Paris region (c.97%), and has been selling low-yielding, dry assets reducing debt and fundings to its attractive development pipeline, which has been earnings accretive in recent years. In 2024, Gecina continued to be a beneficiary of the much-debated, polarisation trend within, helped by its centrally located and high-quality office portfolio. As a result, Gecina saw solid rent increases driven by indexed-linked rents, positive reversion and a material increase in occupancy levels year-over-year, which all helped to drive 7% EPS growth year-over- year. The company remains one of a handful of European real estate companies with an A rating from Moody’s & S&P, given its conservative financial profile, operating with an EsPRA LTV of c.39%. The average cost of debt is low at just 1.20%, alongside a high hedging ratio of 100%, and a long weighted average loan maturity at 6.7 years permitting it to benefit from relatively more attractive funding costs than peers. The five-year total shareholder return has been -11%. 6 † Notes: > The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio. > The five-year total shareholder returns are the returns in the local currency of the holding. Picton is a diversified UK REIT with a weighting towards UK industrial. The c.£720m portfolio, as at September 2024, was 62% industrial, 27% offices (with 15.0% London and the South East) and 11% retail (of which 7% retail parks). Along with a high- quality portfolio (which we believe is under- appreciated by the stock market) where rental growth and capital value performance have repeatedly beaten relevant benchmarks, the company is run conservatively, taking very limited development risk as well as maintaining an impressively strong balance sheet. For example, the company’s LTV as at September 2024 was 25%, with long-dated debt maturity (c.8 years) and very limited near-term refinancing requirements. Management has repeatedly shown an ability to create value through both well executed asset management and skilful disposals, and we believe these actions do not get the credit they deserve in a stock market which at times only focuses on headline figures. For example, Picton has reduced its office exposure to a pro-forma 25% of the portfolio through the alternative use repositioning of Charlotte Terrace in London (having received planning consent for residential use for part of the asset), and the sale of Longcross Cardiff (where the value increased +17% over 6 months following the achievement of planning consent for student accommodation use). The five-year total shareholder return has been +0.4%. 4 31 March 2025 2024 Shareholding value £53.5m £22.2m % of investment portfolio † 4.4% 1.8% % of equity owned 1.3% 0.5% Share price 814p 978p Unite Group is the largest student accommodation provider in the UK with a portfolio of c.68,000 beds under management, valued at £6.0bn. We have been long-term advocates of the student accommodation sector, which remains fundamentally supported by a supply / demand imbalance given multiple students for each purpose-built student accommodation bed available. In our view Unite Group has an extremely strong position within this strong subsector given the quality of its assets and particularly its best-in-class operating platform. The company’s assets are aligned to the highest performing UK university cities (93% of assets aligned to Russell Group cities), 57% of beds are leased directly to universities through nomination agreements, and most recently Unite has been able to unlock joint venture opportunities working directly with universities because of its strong working relationships with those institutions. In our view these together gives UTG a clear competitive advantage and sets the company up to be able to continue to offer strong earnings and NTA growth, while the future value creation to come from its development pipeline is the highest it has been for some years (as at December 2024 the completed value of Unite’s committed developments was £1.4bn, equivalent to 23% of the company’s gross asset value). The five-year total shareholder return has been +13.9%. 5 31 March 2025 2024 Shareholding value £51.0m £52.6m % of investment portfolio † 4.2% 4.3% % of equity owned 0.9% 0.8% Share price €86.85 €94.65 ![]() Annual Report & Accounts 2025 29 Argan is a French company, created in 2000 by Jean-Claude Le Lan, which has been listed since 2007. The objective of the company has been to build a portfolio of premium logistic assets which guarantee a stable and high occupancy rate at c.100%. The company is vertically integrated and has full control of the entire value chain by identifying future needs of prospective and current tenants and developing high quality modern assets on their behalf. Therefore, Argan can capture the developer margin utilising its asset managers local knowledge, while having little to no risk on the letting side, given the strong underlying demand for high-quality space in the mark. In 2024, the portfolio value amounted to c.€3.9bn and is uniquely placed, with a 100% exposure to France (with a c.31% exposure to the Greater Paris region). It has continued to benefit from an attractive rental growth of +4.5% year-over- year, benefitting from the positive evolution of indexation, positive reversion on relettings and with the portfolio fully let which is unchanged over the course of the year. These operational results are supported by a tight market with limited vacancy especially in sought after locations, prompting the noteworthy increase in investment volume in the market. Among those acquiring logistics landbanks, standing assets and portfolios in France were European listed peers (such Montea, WDP and VGP) alongside US listed peer (Prologis) as well as a host of private equity firms. Additionally, the relatively low dividend payout at c.50-60% of distributable profit allows the company to retain cash and reinvest in new development projects while deleveraging and repaying debt as it seeks to reach its long-term target of an LTV of 30% by 2030. The management of the company has been assumed by its founder Jean Claude Le Lan who owns alongside family members c.36% of the share capital, which is a strong guarantee of alignment. The five-year total shareholder return has been +3%. 9 † Notes: > The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio. > The five-year total shareholder returns are the returns in the local currency of the holding. TAG is a German listed residential company, with a portfolio of c.€6.5bn, split between Germany (c.82% of value) and Poland (c.18%). It owns a high-yielding, residential portfolio focused on locations in Eastern Germany, with long-term rental growth potential. In recent years, it has entered the Polish residential market, via two landmark acquisitions helping it attain attractive development and standing assets. It acquired Vantage Development, a build-to-rent residential platform (in 2019), followed by the acquisition of Robyg, the largest housebuilder in Poland (in 2022) which bolstered its position in the market with exposure to several of the major cities. Despite German residential asset values coming under pressure over the past 18-24 months, management has proactively disposed of non-core assets, helping to keep its balance sheet in check and permitting the company to be the first among its peers to return to FFO growth of +2.0% year-over- year. Additionally, the portfolio continues to boast a robust operational performance with consecutive improvement observed in portfolio vacancy level which now sits at just 4.0% and a healthy rent growth of +3.0% year- on-year during 2024. This was supported by an ongoing supply demand imbalance in Germany coupled with the relatively strong fundamentals also observed in the Polish residential market. The five-year total shareholder return has been -21.8%. 7 31 March 2025 2024 Shareholding value £46.4m £14.5m % of investment portfolio † 3.8% 1.2% % of equity owned 1.0% 0.3% Share price €51.80 €46.76 Covivio a French REIT, which owns, operates, and manages a portfolio of diversified hotels, offices, and residential spanning several European countries. At the end of 2024, its portfolio was valued at c.€16bn, comprising of offices (c.50% of value), German residential (c.30%), and hotels (c.20%). The company has continued to evolve its three platforms via an accretive capital recycling programme over the past few years as it sought to improve its balance sheet via selective disposals. These disposals largely came from relatively low yielding offices coupled with ultra-low yielding privatisation in its German residential portfolio. Management has sensibly redeployed capital into the relatively higher-yielding Covivio Hotels portfolio, in which its now owns a majority stake as well as undertaking highly accretive redevelopment projects. This strategy has effectively enabled the company to continue to improve margins across its various hotel, office and residential platforms but also start to guide towards attractive earnings growth which should support future dividend growth too. Interestingly, the Del Vecchio family, who own the largest producer and retailer of glasses in the world (with brands such as Oakley and Ray-Ban), ranks as the largest shareholder, owning a c.23% in Covivio. The five-year total shareholder return has been +32.5%. 8 31 March 2025 2024 Shareholding value £50.3m £28.3m % of investment portfolio † 4.1% 2.3% % of equity owned 2.7% 1.5% Share price €12.58 €12.68 31 March 2025 2024 Shareholding value £45.2m £39.2m % of investment portfolio † 3.7% 3.2% % of equity owned 3.5% 2.4% Share price €61.40 €83.90 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 30 TR Property Investment Trust plc 31 March 2025 2024 Shareholding value £38.5m £19.4m % of investment portfolio † 3.2% 1.6% % of equity owned 0.9% 0.4% Share price €21.92 €26.46 † Notes: > The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio. > The five-year total shareholder returns are the returns in the local currency of the holding. Warehouses De Pauw develops, owns and operates warehouses for storage and distribution in Belgium and abroad. At the end of 2024, the company owned a portfolio of c.€7.7bn, primarily split between the Netherlands (c.39% of value), Belgium (c.31%) and Romania (c.20%). In recent years, management have bolstered their existing European platform by entering new geographies, such as France, Germany and the Nordics. It has announced a string of smaller acquisitions and developments in France and Germany as it seeks to scale these platforms and achieve critical mass. Whereas, it has taken a 10% strategic stake in listed peer, Catena and taken a board seat at the company, which specialises in logistics real estate in the Nordics. In 2024, WDP continued to be a beneficiary of structural tailwinds, such as nearshoring, onshoring alongside the continued growth in e-commerce, helped by its high-quality, grade A warehouse portfolio. As a result, WDP saw solid rent increases driven by indexed- linked rents, positive reversion and a broadly unchanged occupancy level, which all helped to drive 7% EPS growth year-over-year. The company continues to boast a supportive balance sheet, reflecting its conservative financial profile, operating with an EPRA LTV of c.39%. The average cost of debt is low at 1.90%, alongside a high hedging ratio of 89%, and a long weighted average loan maturity at 4.8 years permitting it to benefit from relatively more attractive funding costs than peers. Additionally, the company continues to benefit from the advice and experience of the Chairman, Tony De Pauw, who owns a c.21% stake in WDP. The five-year total shareholder return has been -6.7%. 11 Vonovia is a German listed residential company and the largest real estate company in Continental Europe by market capitalisation. At the end of 2024, the company owned a portfolio of c.€79bn, primarily split between Germany (c.88% of value), Sweden (c.8%) and Austria (c.4%). The portfolio has increased dramatically and now stands at 539,000 units, following a string of acquisitions, mostly of listed peers, such as Deutsche Wohnen, Hembla, Victoria Park, and BUWOG in recent years. Vonovia is involved in the whole value chain of the residential sector, via its rental business (c.91% of Adj. EBITDA), its value- add segment (energy, multimedia, and other services segment, c.6%), recurring sales segment (c.2%), and its third-party development segment (c.1%). The German residential sector remains heavily regulated, yet Vonovia has continually been able to generate solid and accelerating rental growth year-over-year (+4.1% in 2024), whilst also complying with regulations and assuming a social role, which permits them to benefit from critical political goodwill and partnerships (as observed by the 20,000- unit portfolio sale to the State of Berlin in 2021 and a string of other deals with public housing companies). Even as asset values came under pressure over the past 18-24 months, the business continues to perform strong operationally as seen by a record low vacancy level and healthy rent growth. Moreover, market evidence points to further upward revisions to rent growth estimates, as the supply demand imbalance in Germany persists with lagged positive impacts from rent table. The five-year total shareholder return has been -33%. 10 Swiss Prime Site is one largest real estate companies in Switzerland, with a diversified portfolio of real estate assets, coupled with a leading real estate investment (indirect) business. It owns a diversified real estate portfolio, which was valued at CHF13.1bn, comprising of offices (c.45% of value), retail (c.24%), logistics (c.9%), hotels (c.7%), with the residual c.15% of assets in land and other uses. Despite a slowdown in transactions, underlying property markets in Switzerland appear to be holding up well, as the handful of transactions that did take place appeared broadly supportive of existing asset values as investment volume continue to improve against a backdrop of 150bps of rate cuts to just 0.25% by the SNB since March 2024. While tenant demand remains healthy with polarisation observed benefiting the high-quality prime portfolios, which tend to be owned by the listed companies. Over the past 24-months, SPS has made significant strategic inroads (with the sale of Wincasa Group, a real estate services company), the exit of the retail business (Jelmoli), the acquisition of an asset manager (Fundamenta), and an opportunistic equity raise to fund acquisitions earlier this year. Meanwhile, the underlying business continues to perform well, with like-for-like rent growth of +3.3%, helped by strong indexation prints with portfolio vacancy in check (at just 3.8%). The reported LTV reduced by 130bps over the year to c.39%, helped by a slightly positive revaluation (+0.8%), some non-core disposals and a low cost of debt of just 1.10%. The five-year total shareholder return has been +45%. 12 31 March 2025 2024 Shareholding value £42.5m £83.6m % of investment portfolio † 3.5% 6.8% % of equity owned 0.2% 0.4% Share price €24.96 €27.40 31 March 2025 2024 Shareholding value £36.9m £43.6m % of investment portfolio † 3.0% 3.5% % of equity owned 0.5% 0.8% Share price CHF108.60 CHF85.05 Twelve largest equity investments continued ![]() Annual Report & Accounts 2025 31 Sector: Industrial\* Tenure: Freehold Size (sq ft): 36,000 Principal tenants: Lockdown Bakers Mosimanns Sector: Industrial Tenure: Freehold Size (sq ft): 63,000 Principal tenants: Infusion GB Site of just over an acre, 50 metres from Wandsworth Town railway station in an area that is predominantly residential. The estate comprises 16 small industrial units generally let to a mix of small to medium-sized private companies. A phased refurbishment of the estate is ongoing. \* The site contains one small ancillary retail unit. The IO Centre comprises six industrial units occupied by three tenants and sits on a 4.5-acre site. Gloucester Business Park is located to the east of Junction 11A of the M5 and one mile to the east of Gloucester City Centre. The property also has easy access to the A417 providing good links to the M4 via junction 15. ### Investment properties Inner London\* South East South West Midlands Total Investment Property 53.0 26.9 14.1 6.0 100.0 \* Inner London is defined as inside the North and South Circular. Spread of direct portfolio by location (%) as at 31 March 2025 Lease lengths within the direct property portfolio as at 31 March 2025 Contracted rent as at 31 March 2025 Value in excess of £10 million Value less than £10 million £2.1m £4.9m £3.3m Year 1 Year 2-5 Year 5+ 0 to 5 years 5 to 10 years Gross rental income 55.7% 44.3% 10 Centre, Gloucester Business Park, Gloucester, GL3Ferrier Street Industrial Estate, Wandsworth, London, SW18 Sector: Industrial Tenure: Freehold Size (sq ft): 120,000 Principal tenants: Cherwell Laboratories, Royal Mail, Euro Car Parts Sector: Industrial Tenure: Freehold Size (sq ft): 30,300 Principal tenants: DK Logistics (Motorsport) Limited This 10 unit multi-let industrial estate is in the heart of the central Bicester industrial area and at the core of the Oxford-Cambridge growth zone. The property has low site density and many options to add value through asset management. A single let, well specified unit with low site cover and easy access to the M1 via either Junction 15a or 16. The building has 5 dock level access doors and 2 level access doors providing a high specification and making the property attractive to a wide range of occupiers. The building also benefits from a photovoltaic array on the roof, generating electricity on site which is sold to the occupier under a separate arrangement. 12 Gambrel Road, Northampton, NN5Launton Business Centre, Bicester, OX26 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 32 TR Property Investment Trust plc Investment objective and benchmark The Company’s investment objective is to maximise shareholders’ total returns by investing in the shares and securities of property companies and property related businesses internationally and also in investment property located in the UK. The benchmark is the FTSE EPRA Nareit Developed Europe Capped Net Total Return Index in sterling. The index, calculated by FTSE, is free-float based and as at 31 March 2025 had 104 constituent companies. The index limits exposure to any one company to 10% and reweights the other constituents pro-rata. The benchmark website www.epra.com contains further details about the index and performance. Business Model The Company’s business model follows that of an externally managed investment trust company. The Company has no employees. Its wholly non- executive Board of Directors retains responsibility for corporate strategy; corporate governance; risk management and internal control; the overall investment and dividend policies; setting limits on gearing and asset allocation and monitoring investment performance. The Board has appointed Columbia Threadneedle Investment Business Limited as the Company’s Alternative Investment Fund Manager (‘AIFM’) with portfolio management delegated to Thames River Capital LLP. Marcus Phayre-Mudge acts as Fund Manager to the Company on behalf of Thames River Capital LLP and Alban Lhonneur is Deputy Fund Manager. George Gay is the Direct Property Manager and Joanne Elliott the Finance Manager. They are supported by a team of equity and portfolio analysts. Further information in relation to the Board and the arrangements under the Investment Management Agreement can be found in the Report of the Directors on pages 49 and 50. In accordance with the Alternative Investment Fund Managers Directive (‘AIFMD’), BNP Paribas has been appointed as Depositary to the Company. BNP Paribas also provides custodial and administrative services to the Company. Company Secretarial services are provided by Columbia Threadneedle Investment Business Limited. A summary of the terms of the Investment Management Agreement are set out on pages 56 and 57. 32 TR Property Investment Trust plc ![]() Annual Report & Accounts 2025 33 The investment selection process seeks to identify well managed companies of all sizes. The Manager generally regards future growth and capital appreciation potential more highly than immediate yield or discount to asset value. Although the investment objective allows for investment on an international basis, the Company’s benchmark is a pan-European Index and the majority of the investments will be located in that geographical area. Direct property investments are located in the UK only. As a dedicated investor in the property sector the Company cannot offer diversification outside that sector, however, within the portfolio there are limitations, as set out below, on the size of individual investments held to ensure that there is diversification within the portfolio. Asset allocation guidelines The maximum holding in the stock of any one issuer or of a single asset is limited to 15% of the portfolio at the point of acquisition. In addition, any holdings in excess of 5% of the portfolio must not in aggregate exceed 40% of the portfolio. The Manager currently applies the following guidelines for asset allocation: The asset allocation guideline for Direct Property is 5-15%. This reflects the Board's view that the exposure should be greater than 5% of the total portfolio to be meaningful and that the optimal level is approximately 10%. Following the sale of the Colonnades in 2024, the allocation to direct property was below the guideline level at 31 March 2024. Assets have been acquired since that date. When the relative values between the direct and indirect markets favour it, further additions to the property portfolio are expected to be made. Gearing The Company may employ levels of gearing from time to time with the aim of enhancing returns, subject to an overall maximum of 25% of the portfolio value. In certain market conditions the Manager may consider it prudent not to employ gearing at all, and to hold part of the portfolio in cash. The current asset allocation guideline is 10% net cash to 25% net gearing (as a percentage of portfolio value). Property valuation Investment properties are valued every six months by an external independent valuer. Valuations of all the Group’s properties as at 31 March 2025 have been carried out on a ‘RICS Red Book’ basis and these valuations have been adopted in the accounts. Allocation of costs between revenue & capital The Group has charged 75% of annual base management fees and finance costs to capital, in line with the Board’s expected long-term split of returns in the form of capital gains and income. All performance fees are charged to capital. The Board reviews its policy on the allocation of expenses between revenue and capital each year. The latest review showed that, in recent years, an increasing proportion of the Company’s returns have been generated from the capital account. Therefore, with effect from 1 April 2025, 80% of the Company’s management fees and finance costs will be allocated to the capital account and 20% to the revenue account. Holdings in investment companies It is the Board’s current intention to hold no more than 15% of the portfolio in listed closed-ended investment companies. Some companies investing in commercial or residential property are structured as listed externally managed closed-ended investment companies and therefore form part of our investment universe. Although this is not a model usually favoured by our Fund Manager, some investments are made in these structures in order to access a particular sector of the market or where the management team is regarded as especially strong. If those companies grow and become a larger part of our investment universe and/ or new companies come to the market in this format the Fund Manager may wish to increase exposure to those vehicles. If the Manager wishes to increase investment to over 15%, the Company will make an announcement accordingly. ### Strategy and investment policies UK listed equities 25 – 60% Continental European listed equities 45 – 75% Direct Property – UK 5 – 15% Other listed equities 0 – 5% Listed bonds 0 – 5% Unquoted investments 0 – 5% Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 34 TR Property Investment Trust plc ### Key Performance Indicators #### The Board assesses the performance of the Manager in meeting the Company’s objective against the following Key Performance Indicators ('KPIs'): KPI The Directors regard the out-performance of the Company’s net asset value total return relative to the benchmark as being an overall measure of value delivered to the shareholders’ over the longer term. KPI The principal objective of the Company is a total return objective, however, the Fund Manager also aims to deliver a reliable dividend with growth over the longer term. KPI Whilst expectation of investment performance is a key driver of the share price discount or premium to the Net Asset Value of an investment trust company over the longer term, there are periods when the discount can widen. The Board is aware of the vulnerability of a sector- specialist to a change of investor sentiment towards that sector, or to periods of wider market uncertainty and the impact that can have on the discount. Board monitoring The Board reviews the performance in detail at each meeting and discusses the results and outlook with the Manager. Board monitoring The Board reviews statements on income received to date and income forecasts at each meeting. Recent high inflation levels led to the annual growth rate of the Company's dividend falling behind RPI on both a one and a five year basis. However, a growing dividend has been delivered in the current and previous 14 years. Over the longer term, the dividend growth rate has comfortably exceeded RPI on an annualised basis (10years: 7.5% vs 4.4% and 20 years: 9.0% vs 3.7%). Board monitoring The Board takes powers at each AGM to issue and repurchase shares. When considering the merits of share issuance or buy backs the Board looks at a number of factors, in addition to the short and longer-term premium or discount to NAV, to assess whether action would be beneficial to shareholders overall. Particular attention is paid to the current market sentiment, the potential impact of any share issuance or repurchases on the liquidity of the shares and on the Company's Ongoing Charges Ratio over the longer term. Taking these factors into account, the Board did not buy back any shares in the financial year. Net Asset Value Total Return relative to the benchmark Delivering a reliable dividend which is growing over the longer term The discount or premium to Net Asset Value at which the Company’s shares trade 1 year 5 years NAV Total Return\* -2.5% +11.5% Benchmark Total Return -3.8% -4.8% \* The NAV Total Return is calculated by assuming dividends paid by the Company are reinvested in the assets of the Company on the relevant ex- dividend date. The benchmark total return assumes dividends are re-invested on the relevant ex-dividend dates. 1 year 5 years Compound Annual Dividend Growth\* +1.3% +2.6% Compound Annual RPI +3.2% +6.2% \* The final dividend in the time series divided by the initial dividend in the period raised to the power of 1 divided by the number of years in the series. 1 year 5 years Average discount\* 7.5% 6.9% Total number of shares repurchased nil nil \* Average daily discount throughout the period of share price to NAV with income. Source: Bloomberg. Outcome Outcome Outcome The NAV Total Return has exceeded the benchmark over both a one and five year period. Varying sentiment towards the sector due to changing interest rate expectations, a feature of the prior year, continued through the year under review. The Company’s share price discount to NAV widened over the financial year, from 7.5% at the start of the year to end the year at 10.1%. The widening of the discount over the period detracted from the share price total return. Over the year the discount ranged from 2.9% to 10.8% and the average discount of 7.5% was wider than the long-term average. ![]() Annual Report & Accounts 2025 35 KPI The Board is conscious of expenses and aims to deliver a balance between excellent service and costs. The AIC definition of Ongoing Charges includes any direct property costs in addition to the management fees and all other expenses incurred in running a publicly listed company. As no other investment trust companies hold part of their portfolio in direct property (they either hold 100% of their portfolio as property securities or as direct property), in addition to Ongoing Charges as defined by the AIC, this statistic is shown without direct property costs in order to allow a clearer comparison of overall administration costs with those of other funds investing in securities. KPI The Company must continue to meet the requirements of Section 1158 of the Corporation Tax Act 2010 ('Section 1158'). Board monitoring The Board monitors the Company’s Ongoing Charges, in comparison to a range of other investment trust companies of similar size, both property sector specialists and other sector specialists. The broker provides a list of companies it believes is a reasonable comparison. Note there is no other Investment Trust specialising in property related equities. Expenses are budgeted for each financial year and the Board reviews reports on actual and forecast expenses during the year. Board monitoring The Board reviews financial information and forecasts at each meeting which set out the requirements outlined in Section 1158. Level of Ongoing Charges Investment Trust Status The Company’s Ongoing Charges are competitive when compared to the peer group. Outcome The KPIs are considered to be Alternative Performance Measures as defined on pages 104 and 105. Outcome The Directors believe that the conditions and ongoing requirements have been met in respect of the year to 31March 2025 and that the Company will continue to meet the requirements. 1 year 5 years Ongoing charges excluding performance fees 0.78% 0.72% Ongoing charges excluding performance fees and direct property costs 0.76% 0.68% Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 36 TR Property Investment Trust plc ### Principal and emerging risks In delivering long-term returns to shareholders, the Board must also identify and monitor the risks that have been taken in order to achieve those returns. It has included below details of the principal and emerging risks facing the Company and the appropriate measures taken in order to mitigate those risks as far as practicable. In 2023 interest rates rose sharply in response to inflationary pressures created by the impact of increased energy and commodity prices. Inflation has been slow to reduce and therefore central banks have been slow in reducing interest rates. This provides an ongoing challenge for the property sector which is particularly sensitive to interest rates. Risk identified Board monitoring and mitigation Share price performs poorly in comparison to the underlying NAV The shares of the Company are listed on the London Stock Exchange and the share price is determined by supply and demand. The shares may trade at a discount or premium to the Company’s underlying NAV and this discount or premium may fluctuate over time. The Board monitors the level of discount or premium at which the shares are trading over the short and longer term. The Board encourages engagement with the shareholders. The Board receives reports at each meeting on the activity of the Company’s brokers, PR agent and meetings and events attended by the Fund Manager. The Company’s shares are available through the Columbia Threadneedle savings schemes and the Company participates in the active marketing of those schemes. The shares are also widely available on investor platforms and can be bought via a broker and held directly on the Company’s main register. The Board takes the powers to issue and to buy back shares at each AGM. Investment performance risk The Company’s portfolio is actively managed. Sub-optimal implementation of the investment strategy, for example through poor stock selection, inappropriate asset allocation, currency exposure or use of gearing may result in the Company underperforming its benchmark. It may also impact its dividend paying capacity. In addition to investment securities, the Company also invests in commercial property and accordingly, the portfolio does not track the return of the benchmark. The Manager’s objective is to outperform the benchmark. The Board regularly reviews the Company’s long-term strategy and investment guidelines. The Board has appointed a Manager with the capability and resources to manage the Company’s assets through asset allocation, stock selection, risk management and the use of gearing. The performance of the Company relative to its benchmark is a KPI that is monitored by the Board on an ongoing basis. Detailed reports that include information on stock selection, asset allocation and gearing decisions as well as revenue forecasts, are provided by the Manager and reviewed by the Board at each of its meetings. The Management Engagement Committee reviews the Manager’s performance annually. The Board has the power to change the Manager if deemed appropriate. ![]() Annual Report & Accounts 2025 37 Risk identified Board monitoring and mitigation Market and geopolitical risk Both share prices and exchange rates may move rapidly and can adversely impact the value of the Company’s portfolio. Although the portfolio is diversified across a number of geographical regions, the investment mandate is focused on a single sector and therefore the portfolio will be sensitive towards the property sector, as well as global equity markets more generally. Property companies are subject to many factors which can adversely affect their investment performance. They include the general economic and financial environment in which their tenants operate, interest rates, availability of investment and development finance and regulations issued by governments and authorities. Rising interest rates have an impact on both capital values and distributions of property companies. Higher interest rates depress capital values as investors demand a margin over an increased risk-free rate of return. Conflict in Ukraine and the Middle East, the ongoing market volatility as a result of the actions of the recently elected US administration and general political uncertainty more widely could impact economic growth, commodity prices, inflation and interest rate stability. An element of working from home became part of working life following the Covid-19 pandemic. This was most pronounced in cities with longer commuting times but there has been, for the majority of workers, a return to the office for a substantial part of the working week, with employers increasingly seeking to reduce working from home hours, therefore the impact on occupation rates is reducing. Any strengthening or weakening of sterling will have a direct impact as a proportion of our balance sheet is held in non-sterling denominated currencies. The currency exposure is maintained in line with the benchmark and will change over time. As at 31 March 2025, 68.9% of the Company’s exposure was to currencies other than sterling. The Manager has appropriate staff and controls in place to enable ongoing monitoring of, and efficient response to, financial/market crises. The Board receives and considers a regular report from the Manager detailing asset allocation, investment decisions, currency exposures, gearing levels and rationale in relation to the prevailing market conditions. The report considers the impact of a range of current issues and sets out the Manager’s response in positioning the portfolio and the ongoing implications for the property market, valuations overall and by each sector. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 38 TR Property Investment Trust plc Principal and emerging risks continued Risk identified Board monitoring and mitigation The Company is unable to maintain dividend growth Lower earnings in the underlying portfolio putting pressure on the Company’s ability to grow the dividend could result from a number of factors: • Following interest rate increases through the year to 31 March 2023 some companies announced a reduction or suspension of dividends, in particular in Germany and Scandinavia. Although most companies have now recommenced dividend payments, the timing and level for some remains uncertain; • prolonged vacancies in the direct property portfolio and lease or rental renegotiations; • strengthening of sterling reducing the value of overseas dividend receipts in sterling terms. The Company saw a material increase in the level of earnings in the years leading up to the Covid-19 pandemic. A significant factor in this was the weakening of sterling following Brexit. Although this has now passed, the value of sterling may continue to fluctuate in the near or medium term due to a number of geopolitical and economic uncertainties. This could lead to currency volatility. Strengthening of sterling would lead to a fall in earnings; • adverse changes in the tax treatment of dividends or other income received by the Company; • changes in the timing of dividend receipts from investee companies; • legacy impact of Covid-19 on working practices and resulting changes in workspace demand; and • negative outlook leading to a reduction in gearing levels in order to protect capital has an adverse effect on earnings. The Board receives and considers regular income forecasts. Income forecast sensitivity to changes in foreign exchange rates is also monitored. The Company has substantial revenue reserves which are drawn upon when required. The Board continues to monitor the impact of interest rates, and a wide range of economic and geopolitical factors and the long-term implications for income generation. Accounting and operational risks Disruption or failure of systems and processes underpinning the services provided by third parties and the risk that those suppliers provide a sub- standard service. Third-party service providers produce periodic reports to the Board on their control environments and business continuation provisions on a regular basis. The Management Engagement Committee considers the performance of each of the service providers on a regular basis and considers their ongoing appointment and terms and conditions. The Custodian and Depositary are responsible for the safeguarding of assets. In the event of a loss of assets the Depositary must return assets of an identical type or corresponding value unless it is able to demonstrate that the loss was the result of an event beyond its reasonable control. ![]() Annual Report & Accounts 2025 39 Risk identified Board monitoring and mitigation Loss of Investment Trust status The Company has been accepted by HM Revenue & Customs as an investment trust company, subject to continuing to meet the relevant eligibility conditions. Assuch the Company is exempt from capital gains tax on the profits realised from the sale of investments. Any breach of the relevant eligibility conditions could lead to the Company losing investment trust status and being subject to corporation tax on capital gains realised within the Company’s portfolio. The Investment Manager monitors the investment portfolio, income and proposed dividend levels to ensure that the provisions of CTA 2010 are not breached. The results are reported to the Board at each meeting. Income forecasts are reviewed by the Company’s tax advisor through the year who also reports to the Board on the year-end tax position and on CTA 2010 compliance. Legal, regulatory and reporting risks Failure to comply with the London Stock Exchange Listing Rules and Disclosure Guidance and Transparency Rules; failure to meet the requirements of the Alternative Investment Fund Managers Regulations, the provisions of the Companies Act 2006 and other UK, European and overseas legislation affecting UK companies. Failure to meet the required accounting standards or make appropriate disclosures in the Half Year and Annual Reports. The Board receives regular regulatory updates from the Manager, Company Secretary, legal advisers and the Auditor. The Board considers those reports and recommendations and takes action accordingly. The Board receives an annual report and update from the Depositary. Internal checklists and review procedures are in place at service providers. Inappropriate use of gearing Gearing, either through the use of bank debt or derivatives, may be utilised from time to time. Whilst the use of gearing is intended to enhance the NAV total return, it will have the opposite effect when the return of the Company’s investment portfolio is negative or where the cost of debt is higher than the return from the portfolio. The Board receives regular reports from the Manager on the levels of gearing in the portfolio. These are considered against the gearing limits set out in the Board’s Investment Guidelines and also in the context of current market conditions and sentiment. The cost of debt is monitored and a balance sought between term, cost and flexibility. Other Financial risks The Company’s investment activities expose it to a variety of financial risks which include counterparty credit risk, liquidity risk and the valuation of financial instruments. Details of these risks together with the policies for managing them are found in the Notes to the Financial Statements. Personnel changes at Investment Manager Loss of portfolio manager or other key staff. The Chairman conducts regular meetings with the Fund Management team. The fee basis protects the core infrastructure and depth and quality of resources. The fee structure incentivises outperformance and is fundamental in the ability to retain key staff. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 40 TR Property Investment Trust plc ### Long-term viability In accordance with the UK Corporate Governance Code and the AIC Code of Corporate Governance which require the Board to assess the prospects of the Company over a longer period than the 12 months required by the Going Concern provision, the Directors have assessed the prospects of the Group and Company over the coming three years. This period is used by the Board during the strategic planning process as it considers this period of time to be appropriate for a business of the Company’s nature and size. This assessment takes account of the Group and Company’s current position and the policies and processes for managing the principal and emerging risks set out on pages 36 to 39 and the Group and Company’s ability to continue in operation and to meet its liabilities as they fall due over the period of assessment. In making this statement the Board carried out a robust assessment of the principal and emerging risks facing the Company, including those that might threaten its business model, future performance, solvency and liquidity. In reaching their conclusions the Directors have reviewed three year forecasts for the Group and Company with sensitivity analysis to a number of assumptions: investee company dividend growth, interest rates, foreign exchange rates, tax rates and asset value growth. In assessing of the viability of the Group and Company the Directors have noted that: • The Company has a long-term investment strategy under which it invests mainly in readily realisable, publicly listed securities and which restricts the level of borrowings. • Of the current equity portfolio, 66% could be liquidated within five trading days and 82% within 10trading days. • On a Group and Company basis, current liabilities exceed current assets at the Balance Sheet Date. This is due to the €50 million loan notes falling due for repayment within one year. Discussions are underway regarding refinancing these loan notes however the liquidity of the current equity portfolio could enable investments to be realised within one trading day to make a repayment. • The Company invests in real estate related companies which hold real estate assets and invests in commercial real estate directly. These investments provide cash receipts in the form of dividends, property income distributions and rental income. • The Company is able to take advantage of its closed- end investment trust company structure to hold a proportion of its portfolio in less liquid, direct property and the less liquid securities of smaller companies with a view to long-term outperformance. • At the Balance Sheet date the Company had £23million undrawn on its revolving loan facilities. • The structure has also enabled the Company to secure long-term financing. The €50 million loan notes issued in 2016 are due to mature at par in 2026 and the £15 million loan notes issued on the same date are due to mature at par in 2031. • The result of this is that of our own debt, 39% has fixed interest rates (assuming all loans are fully drawn). The flexible structure allows debt levels to be rapidly increased and reduced as needed. • The impact of increasing interest rates through 2023 led to a number of companies suspending or reducing their dividends. The majority of companies have now returned to paying dividends, although some at lower levels than previously. Our revenue earnings in the year under review were higher than the prior year but did not cover the full year dividend. However, the Company's revenue reserve has been utilised to support the increased dividend and its capital reserve can also be utilised if necessary. • The direct property portfolio is focused on the industrial sector where the supply and demand dynamics remain positive from an occupational standpoint. • The expenses of the Company are largely predictable and modest in comparison with the assets. Regular and robust monitoring of revenue and expenditure forecasts are undertaken throughout the year. Analysis has shown that the Company could suffer a reduction in earnings of 63.5% and still be able to meet its liabilities from revenue cashflow as they fell due. Expenses could be met entirely from capital if required due to the liquid nature of the portfolio. ![]() Annual Report & Accounts 2025 41 • Index linked income will benefit from the higher interest rates. • Global interest rate increases have adversely affected the property sector and the resulting increase in the cost of debt has had an impact on earnings. • Some companies' fixed debt for the medium term so, for these companies, the impact of current rates will not be felt for a while. • The Company has no employees and consequently does not have redundancy or other employment related liabilities or responsibilities. • The Company retains title to its assets held by the Custodian which are subject to further safeguards imposed on the Depositary. • The impact of a range of factors have been considered in terms of the potential effect on sterling. Approximately 69% of the portfolio is exposed to currencies other than sterling. The following assumptions have been made in assessing the longer-term viability: • Real Estate will continue to be an investible sector of international stock markets and investors will continue to wish to have exposure to that sector. • Closed-end investment trust companies will continue to be in demand by investors and regulation or tax legislation will not change to an extent to make the structure unattractive in comparison to other investment products. • The performance of the Company will continue to be satisfactory. Should the Board deem that performance is less than satisfactory, it has the appropriate powers to replace the Investment Manager. The Company’s business model, capital structure and strategy have enabled it to operate over many decades and the Board expects this to continue into the future. The Directors confirm therefore that they have a reasonable expectation that the Group and Company will continue in operation and meet its liabilities in full over the coming three years to 31March 2028. By order of the Board Kate Bolsover Chairman 10 June 2025 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 42 TR Property Investment Trust plc # Governance ![]() Annual Report & Accounts 2025 43 ### Directors Kate Bolsover Chairman Experience: Kate previously worked for Cazenove Group and J.P. Morgan Cazenove between 1995 and 2005 where she was Managing Director of the mutual fund business and latterly Director of Corporate Communications. Prior to that, she worked extensively in the investment fund industry and was Managing Director of Baring’s mutual funds group. Kate was previously a Non-Executive Director and Chairman of a number of other investment trust companies and Chairman and Trustee of Tomorrow’s People. Skills and contribution to the Board: From her executive experience, Kate contributes significant and relevant skills of the investment industry. Her role on various boards also gives her the relevant experience in shareholder and investor engagement. Other appointments: Kate is currently a Non-Executive Director of Baillie Gifford & Co Ltd and Chairman of Bellevue Healthcare Trust. Appointed: October 2019 Tim Gillbanks Senior Independent Director Experience: Tim is a Chartered Accountant, with 30years’ experience in the financial services and investment industry. He spent 13 years at Columbia Threadneedle Investments, initially as Chief Financial Officer, then Chief Operating Officer and finally as interim Chief Executive Officer. Skills and contribution to the Board: Tim brings a wide experience, particularly in financial services and investment management. Other appointments: Tim is currently a Non-Executive Director of Brown Shipley & Co Limited, Janus Henderson (UK) Investors Limited and Janus Henderson Group Holdings Limited. Appointed: January 2018 Busola Sodeinde Chairman of the Audit Committee Experience: Busola is a Chartered Management Accountant who has spent most of her executive career in Financial Services. Until 2019 she was a Managing Director/Chief Financial Officer at State Street Global Markets EMEA, prior to which she was Finance Director to the Corporate Finance team of Deutsche Bank Capital Markets. Busola is the founder of a digital publishing firm focused on literacy and is also a supporter of women-led ventures. Skills and contribution to the Board: Busola has considerable experience in the financial services sector and from her non-executive career has gained expertise in audit and risk. She also has experience in digital (social) media and consumer engagement. Other appointments: Busola is a Non-Executive Director of Railpen and a Trustee of the Church Commissioners for England, where she sits on the Audit & Risk Committee. Appointed: January 2023 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 44 TR Property Investment Trust plc Sarah-Jane Curtis Non-Executive Director Andrew Vaughan Non-Executive Director Experience: Sarah-Jane is a Member of the Royal Institution of Chartered Surveyors. She was previously Business Director at Bicester Village for Value Retail. Prior to that, Sarah-Jane was a director of Covent Garden for Capital and Counties PLC. She has also worked for Grosvenor for 24 years, including as London Estate Director (retail/residential) and Fund Manager forLiverpoolONE. Skills and contribution to the Board: Sarah-Jane has gained extensive experience during her varied career, particularly in the retail and experience sectors and in fund and investment management activities. Other appointments: Sarah-Jane is currently Property Director of Bicester Motion. Experience: Andrew joined Redevco UK in 2000 as Managing Director and was appointed Chief Executive Officer in 2011. He began his career at Friends Provident where he was a Fund Manager. Andrew spent three years at Moorfield Group as an Investment Specialist before joining Redevco. He has a BSc in Urban Estate Surveying. Skills and contribution to the Board: Andrew brings deep experience as a pan-European direct property investor. Other appointments: Andrew retired as Chief Executive Officer of Redevco B.V. in 2023. Appointed: January 2020 Appointed: August 2022 Directors continued ![]() Annual Report & Accounts 2025 45 ### Managers Marcus Phayre-Mudge Fund Manager Marcus Phayre-Mudge joined the management team for the Company at Henderson Global Investors in January 1997, initially managing the Company’s direct property portfolio and latterly focusing on real estate equities, managing a number of UK and pan-European real estate equity funds in addition to activities in the Company. Marcus moved to Thames River Capital in October 2004. He is also fund manager of Thames River Property Growth & Income Fund Limited. He was appointed Fund Manager of the Company in 2011. Prior to joining Henderson, Marcus was an investment surveyor at Knight Frank. He qualified as a Chartered Surveyor in 1992 and has a BSc (Hons) in Land Management from Reading University. George Gay Direct Property Fund Manager George Gay has been the Direct Property Fund Manager since 2008. He joined Thames River Capital in 2005 as assistant direct property manager and qualified as a Chartered Surveyor in 2006. George was previously at niche City investment agent, Morgan Pepper where as an investment graduate he gained considerable industry experience. He has an MA in Property Valuation and Law from City University. Jo Elliott Finance Manager Jo Elliott has been Finance Manager since 1995, first at Henderson Global Investors then, since January 2005, at Thames River Capital, when she joined as CFO for the property team. She joined Henderson Global Investors in 1995, where she most recently held the position of Director of Property, Finance & Operations, Europe. Previously she was Corporate Finance Manager with London and Edinburgh Trust plc and prior to that was an investment/treasury analyst with Heron Corporation plc. Jo has a BSc (Hons) in Zoology from the University of Nottingham and qualified as a Chartered Accountant with Ernst & Young in 1988. Alban Lhonneur Deputy Fund Manager Alban Lhonneur, Deputy Fund Manager, joined Thames River Capital in August 2008. He was previously at Citigroup Global Markets as an Equity Research analyst focusing on Continental European Real Estate. Prior to that he was at Societe Generale Securities, where he focused on transport equity research. He has a BSc in Business and Management from the ESC Toulouse including one year at Brunel University, London. He also attended CERAM Nice High Business School. In 2005 he obtained a post-graduate Specialised Master in Finance in 2005 from ESCP-EAP. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 46 TR Property Investment Trust plc ### Report of the Directors The Directors present the audited financial statements of the Group and the Company and their Strategic Report and Report of Directors for the year ended 31 March 2025. The Group comprises TR Property Investment Trust plc and its wholly owned subsidiaries. As permitted by legislation, some matters normally included in the Report of the Directors have been included in the Strategic Report because the Board considers them to be of strategic importance. Therefore, the review of the business of the Company, recent events and outlook can be found on pages 4 to 41. The Corporate Governance report on page 49 forms part of the Directors' Report. Status The Company is an investment company, as defined in Section 833 of the Companies Act 2006 and operates as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010. The Company has a single share class, Ordinary shares, with a nominal value of 25p each which are listed on the London Stock Exchange. The Company has received confirmation from HM Revenue & Customs that it has been accepted as an approved investment trust for accounting periods commencing on or after 1 April 2012 subject to the Company continuing to meet the eligibility conditions of Section 1158 Corporation Tax Act 2010 and the ongoing requirements for approved companies in Chapter 3 of Part 2 Investment Trust (Approved Company) (Tax) Regulations 2011 (Statutory Instrument 2011/2999). The Directors are of the opinion that the Company has conducted, and will continue to conduct, its affairs so as to maintain investment trust status. The Company has also conducted its affairs, and will continue to conduct its affairs, in such a way as to comply with the Individual Savings Accounts Regulations. The Company's ordinary shares can be held in Individual Savings Accounts ('ISAs'). Results and dividends At 31 March 2025 the net assets of the Company amounted to £1,038 million (2024: £1,116 million), equivalent on a per share basis to 327.16p (2024: 351.50p). Revenue earnings per share for the year amounted to 12.98p (2024: 12.04p) and the Directors recommend the payment of a final dividend of 10.25p (2024: 10.05p) per share bringing the total dividend for the year to 15.90p (2024: 15.70p). In arriving at their dividend proposal, the Board also reviewed the income forecast for the year to March2026. Performance details are set out in the Financial Highlights on page 2 and the outcome of what the Directors consider to be the Key Performance Indicators on pages 34 and 35. The Chairman’s Statement and the Manager’s Report give full details and analysis of the results for the year. Share capital and buy-back activity At 31 March 2025 the Company had 317,350,980 (2024: 317,350,980) ordinary shares in issue. At the AGM in 2024 the Directors were given power to buy back up to 47,570,911 ordinary shares. Since that AGM the Directors have not bought back any ordinary shares under that authority, which will expire at the 2025 AGM. The Board will seek to renew the authority to make market purchases of the Company’s ordinary shares at this year’s AGM. Since 1 April 2025 to the date of this report, the Company has made no market purchases of its ordinary shares for cancellation or to be held in treasury. The Board has not set a specific discount at which shares will be repurchased. Management arrangements and fees Details of the management arrangements and fees are set out in the Report of the Management Engagement Committee beginning on page 56. Total fees paid to the Manager in any one year (Management and Performance Fees) may not exceed 4.99% of Group Equity Shareholders’ Funds. Total fees payable for the year to 31 March 2025 amount to 0.67% (2024: 1.4%) of Group Equity Shareholders’ Funds. A performance fee of £644,000 was earned in the year ended 31 March 2025 (2024: £10,082,000). Basis of accounting and IFRS The Group and Company financial statements for the year ended 31 March 2025 have been prepared on a going concern basis in accordance with UK-adopted International Accounting Standards and in conformity with the requirement of the Companies Act 2006. The financial statements have also been prepared in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('SORP') published by the Association of Investment Companies to the extent that it is consistent with UK adopted International Accounting Standards. The accounting policies are set out in note 1 to the Financial Statements on pages 78 to 102. ![]() Annual Report & Accounts 2025 47 Financial instruments The Company’s financial instruments comprise its investment portfolio, cash balances, borrowings and receivables and payables that arise directly from its operations such as sales and purchases awaiting settlement, profit or loss balances on derivative instruments and accrued income and expenses. The financial risk management objectives and policies arising from its financial instruments and exposure of the Company to risk are disclosed in note 11 to the financial statements. Risk management and internal control The Board has overall responsibility for the Group’s system of risk management and internal control and for reviewing its effectiveness. The Portfolio Manager is responsible for the day to day investment management decisions on behalf of the Group. Accounting and Company Secretarial services are both provided by the Manager, Columbia Threadneedle Investment Business Limited. The system of risk management and internal control aims to ensure that the assets of the Group are safeguarded, proper accounting records are maintained, and the financial information used within the business and for publication is reliable. Control of the risks identified, covering financial, operational, compliance and risk management, is embedded in the controls of the Group by a series of regular investment performance and attribution statements, financial and risk analyses, AIFM and Portfolio Manager reports and quarterly control reports. Key risks have been identified and controls put in place to mitigate them, including those not directly the responsibility of the AIFM or Portfolio Manager. The key risks are explained in more detail in the Strategic Report on pages 36 to 39. The effectiveness of each third-party provider’s internal controls is assessed on an ongoing basis by the Compliance and Risk departments of the AIFM and Portfolio Manager, the Administrator and the Company Secretary. Each maintains its own system of risk management and internal control and the Board and Audit Committee receive regular reports from them. The Company's system of risk management and internal control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss and to manage, rather than eliminate, risk of failure to achieve objectives. As the Company has no employees and its operational functions are undertaken by third parties, the Audit Committee relies on internal control reports received from its principal service providers to satisfy itself as to the controls in place. The Board has established a process for identifying, evaluating and managing the major risks faced by the Group. It undertakes an annual review of the Group’s system of risk management and internal control in line with relevant guidance. Business risks have also been analysed by the Board and recorded in a risk map that is reviewed regularly. Each quarter the Board receives a formal report from each of the AIFM, Portfolio Manager and the Administrator detailing any identified internal control failures or errors. The Board considers the flow of information and the interaction between the third-party service providers and the controls in place to ensure accuracy and completeness of the recording of assets and income. The Board receives a report from the Portfolio Manager setting out the key controls in operation. The Board has direct access to the Company Secretarial advice and services provided by Columbia Threadneedle Investment Business Limited which, through its nominated representative, is responsible for ensuring that the Board and Committee procedures are followed and that applicable regulations are complied with. These controls have been in place throughout the year under review and up to the date of signing the accounts. Key risks relating to financial reporting identified by the Auditor are considered by the Audit Committee to ensure robust internal controls and monitoring procedures are in place in respect of these risks on an ongoing basis. Annual General Meeting (the ‘AGM’) The Company’s AGM will be held at the Royal Automobile Club, 89/91 Pall Mall, London SW1Y 5HS on Wednesday 23 July 2025 at 2.30pm. The Notice of AGM is set out on pages 108 to 112 and explanatory notes follow on pages 113 and 114. Material interests There were no contracts subsisting during or at the end of the year in which a Director of the Company is or was materially interested and which is or was significant in relation to the Company’s business. No Director has a contract of service with the Company. Details regarding the Directors' appointment letters can be found on page 55. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 48 TR Property Investment Trust plc Listing Rule 9.8.4R The Company confirms that there are no items which require disclosure under Listing Rule 9.8.4R in respect of the year ended 31 March 2025. Voting interests Rights and Obligations Attaching to Shares Subject to applicable statutes and other shareholders’ rights, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution or so far as it does not make specific provision) as the Board may decide. Subject to the Articles of Association (the 'Articles'), the Companies Act 2006 and other shareholders’ rights, unissued shares are at the disposal of the Board. Voting At a general meeting of the Company, when voting is undertaken by way of a poll, each share affords its ownerone vote. Restrictions on Voting No member shall be entitled to vote if he has been served with a restriction notice (as defined in the Articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act 2006. Deadlines for Voting Rights Votes are exercisable at a general meeting of the Company in respect of which the business being voted upon is being heard. Votes may be exercised in person, by proxy, or in relation to corporate members, by corporate representatives. The Articles provide a deadline for submission of proxy forms of not less than 48 hours (or such shorter time as the Board may determine) before the meeting (not excluding non-working days). Transfer of Shares Any shares in the Company may be held in uncertificated form and, subject to the Articles, title to uncertificated shares may be transferred by means of a relevant system. Subject to the Articles, any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Board may approve. Significant Voting Rights As at 31 March 2025, the following shareholders had notified that they held over 3% of the voting rights in the Company on a non- discretionary basis: Shareholder % of voting rights\* Brewin Dolphin Ltd 9.8% Interactive Investor Share Dealing Services 8.4% Hargreaves Lansdown Asset Management Ltd 5.5% Rathbone Investment Management Ltd 4.9% Integrafin Holdings plc 3.8% Quilter Cheviot Investment Management Ltd 3.7% Investec Wealth & Investment Ltd 3.6% Charles Stanley Group plc 3.2% Evelyn Partners 3.0% \* See above for further information on the voting rights of Ordinary shares. Since 31 March 2025 the Company has not received any further notifications. Articles of Association The Company may only adopt new Articles of Association by a special resolution passed by shareholders at a general meeting. New articles were last adopted at the 2021 AGM and are available to view on the Company’s website. Report of the Directors continued ![]() Annual Report & Accounts 2025 49 ### Corporate Governance report The Board of Directors is accountable to shareholders for the governance of the Company’s affairs. This statement describes how the principles of the 2018 UK Corporate Governance Code (the 'Code') issued by the Financial Reporting Council (the ‘FRC’) have been applied to the affairs of the Company. The Code can be viewed at www.frc.org.uk. Application of the AIC Code’s Principles In applying the principles of the Code, the Directors have also taken account of the 2019 Code of Corporate Governance published by the AIC (the ‘AIC Code’), of which the Company is a member. The AIC Code establishes the framework of best practice specifically for the Boards of investment trust companies. Furthermore, the AIC Code has full endorsement of the FRC, which means that AIC members who report against the AIC Code meet their obligations under the Code and the related disclosure requirements contained in the Listing Rules. The AIC Code can be viewed at www.theaic.co.uk. The Directors believe that during the year under review the Company has complied with the main principles and relevant provisions of the Code, insofar as they apply to the Company’s business, and with the provisions of the AIC Code. Compliance Statement The Directors note that the Company did not comply with the following provisions of the Code in the year ended 31 March 2025: Provision 9. Due to the nature and structure of the Company the Board of non-executive directors does not feel it is appropriate to appoint a chief executive officer. Provision 24. The Board believes that all Directors, including the Chairman, should sit on all of the Board’s Committees. Provision 26. As the Company has no employees and its operational functions are undertaken by third parties, the Audit Committee does not consider it appropriate for the Company to establish its own internal audit function. The Company’s service providers provide assurance of their effective system of risk management and internal control. Provision 32. The Board does not have a separate Remuneration Committee. The functions of a Remuneration Committee are carried out by the Nomination & Remuneration Committee. Composition and Independence of the Board The Board currently consists of five Directors, all of whom are non-executive. The Board’s independence, including that of the Chairman, has been considered and all of the Directors are deemed to be independent in character and have no relationships or circumstances which are likely to affect their judgement. The Board subscribes to the view expressed in the AIC Code that long-serving Directors should not be prevented from forming part of an independent majority. It does not consider that the length of a Director’s tenure, in isolation, reduces their ability to act independently. The Board’s policy on tenure is that continuity and experience add significantly to the strength of the Board, although it believes in the merits of an ongoing and progressive refreshment of its composition. Diversity The Board recognises the benefit of diversity and as at the date of this report it comprises two men and three women, including one from a mixed/multiple ethnic group. Diversity is taken into account as part of the recruitment, appointment and succession planning process. The Board is committed to appointing the most appropriate candidate, regardless of gender or other forms of diversity and therefore no targets have been set against which to report. In accordance with Listing Rule 6.6.6R (9) the Board has provided the following information in relation to its diversity: Board Gender as at 31 March 2025 (1) Number of Board members Percentage of the Board Number of senior positions on the Board (2) Men 2 40% 1 Women 3 60% (3) 2 (4) (1) The Company does not disclose the number of Directors in executive management as this is not applicable for an investment trust company. (2) The three senior positions are: Chairman of the Board, Senior Independent Director and Chairman of the Audit Committee. Note: the position of the Chairman of the Audit Committee is not currently defined as a senior position under the Listing Rules, however the Board believes that, for an investment trust company, it should be regarded as such as it is broadly equivalent to the Chief Financial Officer of a trading company. (3) This exceeds the Listing Rules target of 40%. (4) This exceeds the Listing Rules target of 1. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 50 TR Property Investment Trust plc Board Ethnic Background as at 31 March 2025 (1) Number of Board members Percentage of the Board Number of senior positions on the Board (2) White British or other White (including minority- white groups) 4 80% 2 Mixed/Multiple Ethnic Groups 1 20% 1 (1) The Company does not disclose the number of Directors in executive management as this is not applicable for an investment trust company. (2) The three senior positions are: Chairman of the Board, Senior Independent Director and Chairman of the Audit Committee. The information included in the above tables has been obtained through questionnaires completed by the individual Directors. Powers of the Directors Subject to the Company’s Articles of Association, the Companies Act 2006 and any directions given by special resolution, the business of the Company is managed by the Board who may exercise all the powers of the Company, whether relating to the management of the business of the Company or not. In particular, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge any of its undertakings, property, assets and uncalled capital and to issue debentures and other securities and to give security for any debt, liability or obligation of the Company to any third party. There are no contracts or arrangements with third parties which affect, alter or terminate upon a change of control of the Company. Directors There have been no changes to the Board of Directors during the year under review. The Directors’ biographies are set out on pages 43 and 44. All Directors will stand for re-election by shareholders at the forthcoming AGMin accordance with the Code. Board committees The Board has established an Audit Committee, a Nomination & Remuneration Committee and a Management Engagement Committee. All the Directors of the Company are non-executive and serve on each Committee of the Board, as it is the Board’s policy to include all Directors on all Committees. This encourages unity, clear communication and avoids duplication of discussion between the Board and its Committees. The roles and responsibilities of each Committee are set out in the individual Committee reports which follow. Each Committee has written terms of reference which clearly define its responsibilities and duties. These can be found on the Company’s website, are available on request and will also be available for inspection at the AGM. Board meetings The number of meetings of the Board and Committees held during the year under review, and the attendance of individual Directors, are shown below: Board Audit MEC Nomination & Remuneration Attended Eligible Attended Eligible Attended Eligible Attended Eligible Kate Bolsover 6 6 2 2 1 1 1 1 Sarah-Jane Curtis 6 6 2 2 1 1 1 1 Tim Gillbanks 6 6 2 2 1 1 1 1 Busola Sodeinde 6 6 2 2 1 1 1 1 Andrew Vaughan 6 6 2 2 1 1 1 1 In addition to formal Board and Committee meetings, the Directors attended a separate meeting devoted to the Company's strategy and also attend ad hoc meetings which are convened as and when necessary. Corporate Governance report continued ![]() Annual Report & Accounts 2025 51 The Board The Board is responsible for the effective stewardship of the Company’s affairs. Certain strategic issues are monitored by the Board at meetings against a framework which has been agreed with the Manager. Additional meetings may be arranged as required. The Board has a formal schedule of matters specifically reserved for its decision, which are categorised under various headings, including strategy, management, structure, capital, financial reporting, internal controls, gearing, asset allocation, share price discount, contracts, investment policy, finance, risk, investment restrictions, performance, corporate governance and Board membership and appointments. In order to enable them to discharge their responsibilities, all Directors have full and timely access to relevant information. At each meeting, the Board reviews the Company’s investment performance and considers financial analyses and other reports of an operational nature. The Board monitors compliance with the Company’s objectives and is responsible for setting asset allocation and investment and gearing limits within which the Portfolio Manager has discretion to act and thus supervises the management of the investment portfolio, which is contractually delegated to the Portfolio Manager. The Board has responsibility for the approval of investments in unquoted investments and any investments in funds managed or advised by the Portfolio Manager. It has also adopted a procedure for Directors, in the furtherance of their duties, to take independent professional advice at the expense of the Company. Conflicts of interest In line with the Companies Act 2006, the Board has the power to authorise any potential conflicts of interest that may arise and impose such limits or conditions as it thinks fit. A register of potential conflicts is maintained and is reviewed at every Board meeting to ensure all details are kept up-to-date. Appropriate authorisation will be sought prior to the appointment of any new Director or if any new conflicts arise. Relations with shareholders Shareholder relations are given high priority by the Board, the AIFM and the Portfolio Manager. The prime medium by which the Company communicates with shareholders is through the Half Year and Annual Reports which aim to provide shareholders with a clear understanding of the Company’s activities and their results. This information is supplemented by the daily calculation of the Net Asset Value of the Company’s ordinary shares which is published on the London Stock Exchange. This information is also available on the Company’s website, www.trproperty.com, together with a monthly factsheet and Manager commentary. The Annual Report and Accounts and Notice of the AGM are issued to shareholders so as to provide at least twenty working days’ notice of the AGM, in accordance with corporate governance best practice. Shareholders wishing to lodge questions in advance of the AGM, or to contact the Board at any other time, are invited to do so by writing to the Company Secretary at the registered address given on page 116. General presentations are given to both shareholders and analysts following the publication of the annual results. All meetings between the Manager and shareholders are reported to the Board. The Chairman is available to meet with shareholders and has had a number of such meetings since her appointment in July 2023. Section 172 Companies Act 2006 Section 172 of the Companies Act 2006 requires directors to act in good faith and in a way that is the most likely to promote the success of the Company. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, below, the Company explains how the Directors have discharged their duty under section 172 during the year. Fulfilling this duty naturally supports the Company in achieving its Investment Objective and helps to ensure that all decisions are made in a responsible and sustainable way. On appointment, Directors’ are provided with a detailed induction outlining their duties, legally and regulatory, as a Director of a UK public limited company and continue to receive regular relevant technical updates and training. The Directors also have access to the advice and services of the Company Secretary and, when deemed necessary, they have the opportunity to seek independent professional advice in the furtherance of their duties as a Director, at the Company’s expense. Decision making The Board considers the impact that any material decision will have on all relevant stakeholders to ensure that it is making a decision that promotes the long-term success of the Company, whether this be, for example, in relation to dividends, new investment opportunities or the Company’s future strategy. In addition, the Board, together with the Manager, holds a meeting focused on strategy on an annual basis to look ahead in the market and anticipate potential scenarios and how this may impact the Company’s stakeholders. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 52 TR Property Investment Trust plc Stakeholder Group and why they are important Board engagement Shareholders Shareholder support is essential to the existence of the Company and delivery of the long-term strategy of the business. The Company has over 3,000 shareholders, including institutional and retail investors. TheBoard is committed to maintaining open channels of communication and to engage with shareholders in a manner they find most meaningful in order to gain an understanding of their views. These include the channels below: • Annual General Meeting – the Company welcomes and encourages attendance and participation from shareholders at its AGM. The Manager gives a presentation at the AGMon the Company’s performance and the future outlook. Shareholders have the opportunity to meet the Directors and Manager and to address questions to them directly. The Company values any feedback and questions it receives from shareholders ahead of and during the AGM and takes action or makes changes if and when appropriate. • Publications – the annual and half year reports are made available on the Company's website and sent to shareholders. These publications provide information on the Company and its portfolio of investments and a better understanding of the Company’s financial position. This is supplemented by daily publication of the NAV on the London Stock Exchange and monthly factsheets on the Company’s website. The Company is open to feedback from shareholders to improve its publications. • Shareholder meetings – the Manager meets with shareholders regularly and their feedback is shared with the Board. • Working with the Brokers – the Manager and Brokers work together to maintain dialogue with shareholders and prospective investors. The Board is provided with regular updates at meetings and outside of meetings if required. • Marketing and PR – this includes the use of social media – specifically LinkedIn – to engage with shareholders by providing timely updates on investment activity and Company news; sharing factsheets and financial reports; and highlighting key market developments. Through LinkedIn, the Company aims to ensure transparent and engaging communication with shareholders, while raising the profile of the TR Property brand. • Shareholder concerns – in the event that shareholders wish to raise issues or concerns with the Board, they are welcome to do so at any time by writing to the Chairman at the registered office. The Senior Independent Director is also available to shareholders if they have concerns that contact through the normal channel of the Chairman has failed to resolve or for which such contact is inappropriate. The Manager Holding the Company’s shares offers investors a liquid investment vehicle through which they can obtain exposure to the Company’s diversified portfolio. The Investment Manager’s performance is critical for the Company to deliver successfully its investment strategy and meet its objective. Maintaining a close and constructive working relationship with the Manager is crucial, as the Board and the Manager both aim to continue to achieve consistent, long-term returns in line with the Company’s investment objective. Important components in the collaboration with the Manager, representative of the Company’s culture include those listed below. • Encouraging open, honest and collaborative discussions at all levels, allowing time and space for original and innovative thinking. • Ensuring that the impact on the Manager is considered fully and understood before any business decision is made. • Ensuring that any potential conflicts of interest are avoided or managed effectively. The Board holds detailed discussions with the Manager on all key strategic and operational topics on an ongoing basis. In addition, the Chairman regularly meets with the Manager to ensure ongoing dialogue is maintained. Stakeholders The Board recognises the needs and importance of the Company’s stakeholders and ensures that they are considered during all its discussions and as part of its decision making. Since the Company is an investment trust company that is externally managed, the Company does not have any employees (the Directors have a Letter of Appointment and are not employees of the Company), nor does it have a direct impact on the community or environment in the conventional sense. The Board recognises its key stakeholders and explains below why these stakeholders are considered important to the Company and the actions taken to ensure that their interests are taken into account. Corporate Governance report continued ![]() Annual Report & Accounts 2025 53 Stakeholder Group and why they are important Board engagement External Service Providers, particularly the Company Secretary, the Administrator, the Registrar, the Depository and the Broker A range of advisers enables the Company to function and ensure that it meets its relevant obligations as an investment trust company and a constituent of the FTSE 250. The Board maintains regular contact with its key external providers and receives regular reporting from them through Board and committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views, are routinely taken into account. The Management Engagement Committee formally assesses their performance, fees and continuing appointment at least annually to ensure that the key service providers continue to function at the required level and are appropriately remunerated to deliver the expected level of service. The Audit Committee reviews and evaluates the control environment in place at each service provider as appropriate. Lenders Availability of funding and liquidity are crucial to the Company’s ability to take advantage of investment opportunities as they arise. The Board needs to demonstrate to lenders that it is a well-managed business, capable of delivering long-term returns consistently. Regulators The Company can only operate with the approval of its regulators who have a legitimate interest in how the Company operates in the market and treats its shareholders. The Board regularly considers how it and the Company meet the various regulatory and statutory obligations and follows voluntary and best-practice guidance, including how any governance decisions it makes can have an impact on its stakeholders, both in the shorter and in the longer term. Investee Companies Portfolio companies are ultimately shareholders’ assets and the Board recognises the importance of good stewardship and communication with investee companies in meeting the Company’s investment objective and strategy. The Manager communicates regularly with portfolio companies and is an engaged shareholder (on behalf of the Company). The Board monitors the Manager’s stewardship arrangements and receives regular feedback on meetings with the management of portfolio companies and voting at their general meetings. The Board is always mindful of the requirement to act in the best interests of shareholders as a whole and to have regard to the other requirements of section 172 which form part of Board’s decision-making process. The following key decisions taken by the Board during the year ended 31 March 2025 are examples of this: Gearing During the financial year, the Company continued to utilise its existing revolving loan facilities and undertook a review of the available options as renewals fell due throughout the year. A facility with ING was not renewed on maturity in July 2024. Instead a new agreement for a further revolving credit facility (one year £30 million multicurrency) with Royal Bank of Scotland International (RBSI) was entered in to in October 2024. This is in addition to an existing £60 million facility with RBSI but on a different maturity cycle. These facilities provide flexibility and complement the longer-term private placement fixed term debt that is in place. In addition, the use of CFDs introduces gearing. Dividends Subject to shareholder approval of the proposed final dividend, the Company will pay a total dividend of 15.90p for the financial year, representing an increase of 1.3% on the previous year. Although earnings increased in the year under review, this year’s dividend is not fully covered by earnings. Therefore the Company's revenue reserve has been utilised once again to support the dividend payment. Initial forecasts for the financial year to 31March 2026 indicate that revenue may not be sufficient to cover fully the dividend in the forthcoming financial year and the revenue reserve may be utilised further. The Board recognises the importance of dividends to shareholders and, subject to careful review of the Company’s revenue forecasts and reserves together with the investment outlook, it remains prepared to continue to use the revenue reserve to support the dividends paid to shareholders over periods of income shortfall or volatility for identified reasons. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 54 TR Property Investment Trust plc Portfolio management During the year the Board continued to focus on the performance of the Manager in achieving the Company’s investment objective within an appropriate risk framework. The Board continued to consider the impact on the Company (including portfolio activity, risks and opportunities, gearing, revenue forecasts and the operations of other third party providers) of a number of events through the financial year to ensure that the portfolio had sufficient resilience together with the Company’s operational structure to meet the unprecedented circumstances. Culture and business conduct The Board believes that having a good corporate culture, particularly in its engagement with the Manager, shareholders and other key stakeholders, aids delivery of its long-term strategy. In line with this purpose, the Board promotes a culture of openness, debate and integrity through ongoing engagement with the Manager and with its other service providers. The Directors agree that establishing and maintaining a healthy corporate culture within the Board and in its interaction with the Manager, shareholders and other stakeholders will support the delivery of its purpose, values and strategy. The Board strives to ensure that its culture is in line with the Company’s purpose, values and strategy. The Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity, Directors’ conflicts of interest and Directors’ dealings in the Company’s shares. The Board assesses and monitors compliance with these policies as well as the general culture of the Board regularly through Board meetings and in particular during the annual evaluation process (for more information see the Board evaluation section on page 55). The Board seeks to appoint the best possible service providers and evaluates their service on a regular basis as described on page 56. The Board considers the culture of the Manager and other service providers, including their policies, practices and behaviour, through regular reporting from those stakeholders and in particular during the annual review of the performance and continuing appointment of all service providers. Employee, social impact and wider community The Board recognises the requirement under the Companies Act 2006 to detail information about human rights, employees and community issues, including information about any policies it has in relation to those matters and the effectiveness of those policies. These requirements, practically, are not applicable to the Company as it has no employees, all the Directors are non-executive and it has outsourced all operational functions to third-party service providers. Therefore, the Company has not reported further in respect of these provisions. Directors’ indemnity Directors’ and Officers’ liability insurance cover is in place in respect of the Directors. The Company’s Articles of Association allow it, to the extent permitted by the Companies Act 2006, to indemnify the Directors against any liability. The Company has entered into deeds of indemnity for the benefit of each Director of the Company in respect of liabilities which may attach to them in their capacity as Directors of the Company. These provisions, which are qualifying third party indemnity provisions as defined by section 234 of the Companies Act 2006, were introduced in January 2007 and currently remain in force. Directors’ statement as to disclosure of information to the Auditor The Directors who were members of the Board at the time of approving the Directors’ Report are listed on pages 43 and 44. Having made enquiries of fellow Directors and of the Company’s Auditor, each of the Directors confirms that: • so far as they are aware, there is no information of which the Company’s Auditor is unaware; and • each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. This information is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. By order of the Board, Columbia Threadneedle Investment Business Limited, Company Secretary 10 June 2025 Corporate Governance report continued ![]() Annual Report & Accounts 2025 55 ### Report of the Nomination & Remuneration Committee Key responsibilities • Review the Board and its Committees and make recommendations to the Board in relation to structure, size and composition, the balance of knowledge, experience and skill ranges; • Consider succession planning and tenure policy and oversee the development of a diverse pipeline; • Consider the re-election of Directors; • Review the outcome of the Board evaluation process; and • Review the level of Directors' fees and make recommendations to the Board as appropriate. The Directors' Remuneration Report can be found on page 61. The Nomination & Remuneration Committee meets at least annually, and more frequently as and when required. It last met in March 2025. Activity during the year The Committee discussed succession planning of the Board, its tenure and diversity policies. It reviews annually the size and structure of the Board and will continue to review succession planning and further recruitment, taking into account the recommendations of Board evaluations. Board evaluation Following the engagement of Stephenson & Co to facilitate an independent, external evaluation of the effectiveness of the Board, its committees and the performance of each Director for the financial year ended 31 March 2023, the annual evaluation for the year ended 31 March 2025 was carried out internally. This took the form of questionnaires followed by discussions to identify the effectiveness of the Board’s activities, including its Committees. The Chairman also reviewed with each Director their individual performance, contribution and commitment. The appraisal of the Chairman followed the same format and was led by TimGillbanks, the Senior Independent Director. The evaluation was considered by the Committee to be constructive in terms of analysing Board composition and providing recommendations on Board succession planning. There were no significant actions arising from the evaluation process and it was agreed that the current composition of the Board and its Committees reflected a suitable mix of skills and experience, and that the Board as a whole, the individual Directors and its Committees were functioning effectively. In light of the performance evaluation, the Board confirms that the performance of each Director continues to be effective and that each Director demonstrates commitment to their role. Therefore all Directors will offer themselves for re-election at the forthcoming AGM. Further information on each Director’s skills, experience and their contribution to the Board are outlined in the biographies on pages 43 and 44. In accordance with the provisions of the Code, it is the intention of the Board to engage an external facilitator to assist with the performance evaluation every three years and the next external evaluation will be carried out during the year ending 31 March 2026. Board’s policy on tenure Provision 24 of the AIC Code of Corporate Governance allows a different approach to tenure in relation to investment companies, reflecting how they differ to operating companies in not having a chief executive. The Board took into consideration the approach when it adopted its ‘Policy Governing Board Members’ Tenure and Reappointment’. This policy outlines the Board’s approach to tenure and reappointment of non-executive directors. It states its belief that the value brought through continuity and experience of Directors with longer periods of service is not only desirable, but essential in an investment company. The Board does not believe that it is appropriate to set a specific tenure limit for individual Directors or the Chairman of the Board or its committees however, Directors will not normally stand for re-election at the AGM after they have served on the Board for nine years. Directors’ training On appointment, new Directors are offered training to suit their needs. Directors are also provided with key information on the Company’s activities on a regular basis, including regulatory and statutory requirements and internal controls. Changes affecting Directors’ responsibilities are advised to the Board as they arise. Directors ensure that they are updated on regulatory, statutory and industry matters. Letters of appointment No Director has a contract of employment with the Company. Directors’ terms and conditions for appointment are set out in letters of appointment which are available for inspection at the registered office of the Company and at the AGM. Kate Bolsover Chairman of the Nomination & Remuneration Committee 10 June 2025 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 56 TR Property Investment Trust plc ### Report of the Management Engagement Committee ### (the 'MEC') Key responsibilities • Monitor and review the performance of the AIFM and Portfolio Manager; • Review the terms of the Investment Management Agreement; and • Annually review the contracts and performance of each external third-party service provider. In addition to investment management, the Board has delegated to external third parties the depositary and custodial services functions (which include the safeguarding of assets), the day to day accounting, company secretarial, administration and share registration services. Each of these contracts was entered into after full and proper consideration of the quality of the services offered, including the control systems in operation insofar as they relate to the affairs of the Company. The MEC meets at least annually, towards the end of the financial year and last met in March 2025. Activity during the year At the meeting held in March 2025, the MEC reviewed the performance of the AIFM and Portfolio Manager and considered both the appropriateness of the Manager’s appointment and the contractual arrangements (including the structure and level of remuneration) with the Manager. In addition to the reviews by the MEC, the Board reviewed and considered performance reports from the Portfolio Manager at each Board meeting. The Board also received regular reports from the Administrator and Company Secretary. The Board believes that the Manager’s track record and performance remains outstanding. As a result, the MEC confirmed that the AIFM and Portfolio Manager should be retained for the financial year ending 31 March 2026, being in the best interests of all shareholders. Asummary of the significant terms of the Investment Management Agreement and the third-party service providers who support the Company are set out below. During the year, the MEC also reviewed the performance of all the Company's third party service providers, including BNP Paribas, Computershare, Columbia Threadneedle Investments acting as Company Secretary, both firms of corporate brokers (Panmure Gordon and Stifel) and PwC (as tax advisors). The Portfolio Manager provides regular updates on the performance of all third-party providers during the year and attended this part of the MEC Meeting. The MEC confirmed that it was satisfied with the level of services delivered by each third party provider. Management arrangements and fees Columbia Threadneedle Investment Business Limited acts as the Company’s Alternative Investment Fund Manager in accordance with the Alternative Investment Fund Managers Directive, with portfolio management delegated to the Investment Manager, Thames River Capital LLP. The significant terms of the Investment Management Agreement with the Manager are as follows: Notice period The Investment Management Agreement (‘IMA’) provides for termination of the agreement by either party without compensation on the provision of not less than 12 months’ written notice. Management fees The fee for the period under review was a fixed fee of £4,180,000 plus an ad valorem fee of 0.20% pa based on the net asset value (determined in accordance with the AIC method of valuation) on the last day of March, June, September and December, payable quarterly in advance. The fee arrangements have been reviewed by the Board for the year to 31 March 2026 and the fixed element of the fee will increase to £4,320,000, whilst the ad valorem rate will remain unchanged. The Board continues to consider that the fee structure aligns the interests of the shareholder and the Manager as well as being highly competitive. The fee arrangements will continue to be reviewed on an annual basis. Performance fees In addition to the management fees, the Board has agreed to pay the Manager performance related fees in respect of an accounting period if certain performance objectives are achieved. ![]() Annual Report & Accounts 2025 57 A performance fee is payable if the total return of adjusted net assets (after deduction of all Base Management Fees and other expenses), as defined in the IMA, at 31 March each year outperforms the total return of the Company’s benchmark plus 1% (the ‘hurdle rate’); this outperformance (expressed as a percentage) is known as the ‘percentage outperformance’. Any fee payable will be the amount equivalent to the adjusted net assets at 31 March each year multiplied by the percentage outperformance, then multiplied by 15%. The maximum performance fee payable for a period is capped at 1.5% of the adjusted net assets. However, if the adjusted net assets at the end of any period are less than at the beginning of the period, the maximum performance fee payable will be limited to 1% of the adjusted net assets. ‘Adjusted Net Assets’ means the Net Asset Value after (i) excluding any increases or decreases in Net Asset Value attributable to the issue or repurchase of any Ordinary Shares; (ii) adding back the aggregate amount of any dividends paid or distributions made in respect of any Ordinary Shares; and (iii) excluding the amount of any Performance Fee accrued for theperiod. If the total return of shareholders’ funds for any performance period is less than the benchmark for the relevant performance period, such underperformance (expressed as a percentage) will be carried forward to future performance periods. If any fee exceeds the cap, such excess performance (expressed as a percentage) will be carried forward and applied to offset any percentage underperformance in future performance periods. In the event that the benchmark is exceeded but the hurdle is not, that outperformance of the benchmark can be used to offset past or future underperformance. These amounts can be used for offset purposes only and therefore cannot have the effect of creating a fee in a year where a fee would not otherwise be payable or increasing the fee in that year. The carry forward of outperformance at 31March 2025 is 0.4% (2024:0.4%). Depositary arrangements and fees BNP Paribas acts as the Company's Depositary, in accordance with the AIFMD. The Depositary’s responsibilities include: cash monitoring; segregation and safe keeping of the Company’s financial instruments; and monitoring the Company’s compliance with investment and leverage requirements. The Depositary receives for its services a fee of 2.0 basis points per annum on the first £150million of the Company’s assets, 1.4 basis points per annum on assets above £150 million and below £500 million and 0.75 basis points on assets above £500 million. Review of third party service providers fees Custody and Administration Services are provided by BNP Paribas and Company Secretarial Services by Columbia Threadneedle Investment Business Limited. The fees for these services are charged directly to the Company and are disclosed within other administrative expenses disclosed in notes to the accounts. Kate Bolsover Chairman of the Management Engagement Committee 10 June 2025 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 58 TR Property Investment Trust plc ### Report of the Audit Committee Key responsibilities • Review accounting policies and significant financial reporting judgements; • Consider and recommend to the Board for approval the contents of the draft Half year and Annual Reports; • Review the findings of the audit with the external auditor; • Monitor, together with the Manager, the Company’s compliance with financial reporting, maintenance of Investment Trust status and regulatory requirements; • Review the adequacy and effectiveness of the Company’s system of risk management and internal control; • Review internal controls reports from key third party service providers; and • Consider the impact of providing non-audit services on the external Auditor’s independence and objectivity. Representatives of the Manager’s Internal Audit and Compliance departments may attend Committee meetings at the Committee Chairman’s request. Representatives of the Company’s Auditor attend the Committee meetings at which the draft Half Year and Annual Report and Accounts are reviewed and are given the opportunity to speak to the Committee members without the presence of the representatives of the Manager. The Board recognises the requirement for at least one Committee member to have recent and relevant financial experience and for the Audit Committee as a whole to have competence relevant to the sector. The Committee Chairman, Ms Sodeinde and Mr Gillbanks are qualified accountants with extensive and recent experience in the Financial Services Industry. The other members of the Committee have a combination of property, financial, investment and business experience through senior positions held throughout their careers. Activity during the year During the year the Committee met twice with all members at each meeting and considered the following: • Consideration of the Risk Map: any changes to the likelihood or impact of risks and consequential changes required to Board Monitoring and mitigation procedures. Consideration of any new or emerging risks and inclusion in the Risk Map if appropriate. This has included consideration of the impact of inflationary and interest rate increases, and political unrest and military activity in various parts of the world across a range of risk categories, • The Group’s Internal Controls and consideration of the Reports thereon; • The ISAE/AAF reports or their equivalent from Columbia Threadneedle and BNP Paribas; • Whether the Company should have its own internal audit function; • The external Auditor’s planning memorandum setting out the scope of the annual audit and proposed key areas of focus; • The reports from the Auditor concerning its audit of the Financial Statements of the Company and Consideration of Significant issues in relation to the Financial Statements; • The appropriateness of, and any changes to, the accounting policies of the Company, including the reasonableness of any judgements required by such policies; • The Long-Term Viability statement and consideration of the preparation of the Financial Statements on a Going Concern basis, taking account of forward looking income forecasts, the liquidity of the investment portfolio and debt profile; • The financial and other disclosures in the Financial Statements; • The information presented in the Half Year and Annual Reports to assess whether, taken as a whole, they are fair, balanced and understandable and the information presented will enable shareholders to assess the Company’s position, performance, business model and strategy; • The performance of the external auditor, to approve their audit fees and consider the assessment of independence; • The review and subsequent proposal to the Board of the interim and final dividends; and • The reviewal of the Committee’s terms of reference, ensuring they remain appropriate and compliant with the UK Corporate Governance Code. ![]() Annual Report & Accounts 2025 59 Going concern In assessing whether it continues to be appropriate to prepare the Accounts on a Going Concern basis, the Committee has made a detailed assessment of the ability of the Company and Group to meet its liabilities as they fall due, including stress and liquidity tests which considered the effects of substantial falls in investment valuations, substantial reductions in revenue received and reductions in market liquidity. In light of the testing carried out, the overall levels of the investment liquidity held by the Company and the significant net asset position, the Parent Company and Group, the Directors confirm that they are satisfied that the Company and the Group have adequate financial resources to continue in operation for at least the next 12months following the signing of the financial statements and therefore it is appropriate to continue to adopt the Going Concern basis of accounting. The long-term viability of the Company and the Group was also assessed as set out on pages 40 and 41. Risk management and internal control The Board has overall responsibility for the Group’s system of Risk Management and Internal Control and for reviewing their effectiveness. Key risks relating to financial reporting identified by the Auditor are considered by the Audit Committee to ensure that robust internal controls and monitoring procedures in respect of these are in place on an ongoing basis. Further details can be found on page 47. The Audit Committee received and considered reports on Internal Controls from the key service providers. No areas of concern were highlighted. The Company’s risk map was considered to identify any emerging risks and whether any adjustments were required to existing risks, and the controls and mitigation measures in place in respect of those risks. Based on the processes and controls in place within Columbia Threadneedle Investments and other significant service providers, the Board has concurred that there is no current need for the Company to have its own internal audit function. The Chairman of the Audit Committee met with Columbia Threadneedle's head of Internal Audit in April 2025 to obtain an update on their internal audit programme. No points of concern were raised. Significant issues in relation to the financial statements The Committee has considered this report and financial statements and the Long-Term Viability statement on pages 40 and 41. The Committee considered the Auditor’s assessment of risk of material misstatement and reviewed the internal controls in place in respect of the key areas identified and the process by which the Board monitors each of the procedures to give the Committee comfort on those risks on an ongoing basis. Those risks are also highlighted in the Committee’s Risk Map. • Carrying amount of listed investments (Group and Parent Company) – the Group’s investments are priced for the daily NAV by BNP Paribas. The quoted assets are priced by the Administrator’s Global Pricing Platform which uses independent external pricing sources. The control process surrounding this is set out in the BNP Paribas AAF 01/06 Internal Controls Report and testing by the reporting accountant for the period reported to 30 September 2024 which did not reveal any significant exceptions. The quarterly control report to the Board from BNP Paribas covering the period up to 31 March 2025 disclosed no significant issues to report. In addition, on each business day, the Manager estimates the NAV using an alternative pricing source as an independent check. The Auditor agreed 100% of the listed investments of the portfolio to externally quoted prices and independently received third-party confirmations from investment custodians and found the carrying value of listed investments to be acceptable. • Valuation of Direct Property Investments (Group and Parent Company) – the physical property portfolio is valued every six months by professional independent valuers. Knight Frank LLP value the portfolio on the basis of Fair Value in accordance with the RICS Valuation – Professional Standards VPS4 (1.5) Fair Value and VPGA 1 Valuations for Inclusion in Financial Statements, which apply the definition of Fair Value adopted by the International Financial Reporting Standards. IFRS 13 defines Fair Value as: ‘The amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm’s length transaction.’ Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 60 TR Property Investment Trust plc In undertaking their valuation of each property, Knight Frank make their assessment on the basis of a collation and analysis of appropriate comparable investments, rental and sale transactions, together with evidence of demand within the vicinity of each property. This information is then applied to the properties, taking into account size, location, terms, covenant and other material factors. The Board has reviewed reports from the Manager and the external valuer and determined the valuation to be reasonable. The Auditor has set out their detailed testing and procedures in respect of the direct property valuation and concluded that they found the Company’s valuation of investment properties to be acceptable. There has been nothing brought to the Committee’s attention in respect of the financial statements for the year ended 31 March 2025 that was material or significant or that the Committee felt should be brought to shareholders’ attention. Auditor assessment and independence The Company’s external auditor, KPMG LLP ('KPMG') was appointed as the Company’s auditor at the 2016 AGM. The Committee undertook a review during 2021 to ensure that shareholders were receiving the best services and value for money. A number of firms were invited to express interest and respond on a small number of key points. The decision was made for the audit to remain with KPMG. Their first Audit Partner rotated off the Company's account in 2021. Following his third year as the Company’s Audit Partner, in 2024 Phillip Merchant moved to a new role within KPMG and he has been succeeded by Craig Steven-Jennings. The Committee expects to repeat a tender process no later than 2026 in respect of the audit for the following 31 March year end, in line with the current audit regulations. At the half year meeting of the Committee, KPMG presented their audit plan for the year end and the Committee considered the audit process and fee proposal. The Committee also reviewed KPMG’s independence policies and procedures, including quality assurance procedures. It was considered that those policies are fit for purpose and the Directors are satisfied that KPMG is independent. Total fees payable to the Auditor in respect of the audit for the year to 31 March 2025 were £121,500 (2024: £114,000), which were approved by the Audit Committee. The Committee has approved and implemented a policy on the engagement of the Auditor to supply non-audit services, taking into account the recommendations of the Accounting Practices Board with a view to ensuring that the external Auditor does not provide non-audit services that have the potential to impair or appear to impair the independence of their audit role. In addition, the Committee reviewed the actions put in place by the Auditor to ensure there was a clear separation between audit and advisory services. The Committee does not believe there to be any impediment to the Auditor’s objectivity and independence. Full details of the Auditor’s fees are provided in note 6 to the accounts on page 83. The fees for non-audit services for the year to 31 March 2025 were nil (2024: nil). Following each audit, the Committee reviews the audit process and considers its effectiveness and the quality of the services provided to the Company. Within this process, the Committee takes into consideration their own assessment, the self-evaluation of the auditor and the Audit Quality Review Report produced by the FRC in order to monitor the progress of the Auditor’s performance comparable with its peers and the targets set by the FRC. The review following the completion of the 2025 audit concluded that the Committee was satisfied with the Auditor’s effectiveness and performance. The Committee felt that KPMG had run an effective and efficient audit process with appropriate challenge. A resolution to re-appoint KPMG LLP as the Company’s Auditor will be put to shareholders at the forthcomingAGM. Busola Sodeinde Chairman of the Audit Committee 10 June 2025 Report of the Audit Committee continued ![]() Annual Report & Accounts 2025 61 ### Directors’ Remuneration Report Introduction The Board has prepared this report and the Directors’ Remuneration Policy, in accordance with the requirements of Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2013. An ordinary resolution for the approval of this report will be put to the members at the forthcoming Annual General Meeting. The law requires the Company’s Auditor, KPMG LLP, to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in the ‘Independent Auditor’s Report’. Annual statement from the chairman ofthecommittee The Nomination & Remuneration Committee met in March 2025 and considered the results and feedback from the Board evaluation. It was agreed that the Directors’ fees would be increased, with effect from 1April 2025, to the following levels: Chairman £78,300; Audit Committee Chairman £46,900; Senior Independent Director £46,900; and other Directors £40,200. Directors’ remuneration policy The Company’s policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company’s affairs and the responsibilities borne by the Directors and should be sufficient to enable candidates of high calibre to be recruited. The policy is for the Chairman of the Board, the chairman of the Audit Committee and the Senior Independent Director to be paid higher fees than the other Directors in recognition of their more onerous roles. This policy was approved by the members at the 2023 AGM, and the Directors’ intention is that this will continue for the year ending 31 March 2026. In accordance with the regulations, an ordinary resolution to approve the Directors’ remuneration policy will next be put to shareholders at the AGM on to be held in 2026. The Directors are paid in the form of fees, payable monthly in arrears, to the Director personally or to a third party specified by that Director. There are no long-term incentive schemes, share option schemes or pension arrangements and the fees are not specifically related to the Directors’ performance, either individually or collectively. The Board comprises entirely of non-executive Directors, whose appointments are reviewed formally every year. None of the Directors have a contract of service and a Director may resign by notice in writing to the Board at any time; there are no notice periods and no payments made for loss of office. The terms of their appointment are detailed in an appointment letter when they join the Board. As the Directors do not have service contracts, the Company does not have a policy on termination payments. The Company’s Articles of Association currently limit the total aggregate fees payable to the Board to £300,000 per annum. A resolution proposing that this limit be increased to £400,000 will be put to shareholders at the forthcoming AGM. Any shareholders’ views in respect of Directors’ remuneration are communicated at the Company’s AGM and are taken into account in formulating the Directors remuneration policy. At the 2024 AGM, 99.7% ofshareholders’ votes cast were in favour of the resolution approving the Directors’ Remuneration Report, with 0.3%against, showing very significant shareholder support. The components of the remuneration package for Non-executive Directors, which are comprised in the Directors’ remuneration policy of the Company are set out overleaf, with a description and approach to determination. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 62 TR Property Investment Trust plc Directors’ Remuneration report continued Remuneration Type Fixed Fees Additional Fees Expenses Other The aggregate limit for the fees for the Board as a whole is currently £300,000 per annum which, in accordance with the Articles of Association, is divided between the Directors as they deem appropriate. Fees are set to reflect the role of each Board member and the time commitment required to carry out their duties and are reviewed with reference to the fees paid to Directors of similar investment companies. Additional fees may be paid to any Director who fulfils the role of the Chairman, who chairs any committee of the Board or who is appointed as the Senior Independent Director. These fees are set at a competitive level to reflect experience and time commitment. The Directors are entitled to be paid all reasonable expenses properly incurred by them attending meetings with shareholders or other Directors or otherwise in connection with the discharge of their duties as Directors. Board members are not eligible for bonuses, pension benefits, share options, long-term incentive schemed or other non-cash benefits or taxable expenses. Annual remuneration report For the year ended 31 March 2025, Directors’ fees were paid at the annual rates of Chairman: £76,000 (2024: £73,000) and all other Directors: £39,000 (2024: £37,000). An additional £6,500 (2024: £6,000) was paid per annum for the roles of Audit Committee Chairman and Senior Independent Director. The actual amounts paid to the Directors during the financial year under review are as shown below. Single total figure table (audited) The fees payable in respect of each of the Directors who served during the financial year were as follows: 31 March 2025 £ 31 March 2024 £ Kate Bolsover (1) 76,000 64,000 Tim Gillbanks (2) 45,500 43,000 Busola Sodeinde (3) 45,500 40,000 Sarah-Jane Curtis 39,000 37,000 Andrew Vaughan 39,000 37,000 David Watson (4) n/a 22,000 Total 245,000 243,000 All fees are at a fixed rate and there is no variable remuneration. Fees are pro-rated where a change takes place during a financial year There were no payments to third parties included in the fees referred to in the table above There are no further fees to disclose as the Company has no employees, chief executive or executive directors. (1) appointed Chairman on 20 July 2023 (2) appointed Senior Independent Director on 1 October 2023 (3) appointed Audit Committee Chairman on 1 October 2023 (4) resigned from the Board on 20 July 2023 ![]() Annual Report & Accounts 2025 63 Directors’ shareholdings (audited) The interests of the Directors who held office at the year end in the shares of the Company were as follows: Ordinary shares of 25 pence 31 March 2025 or as at date of appointment 31 March 2024 or as at date of appointment Kate Bolsover 20,746 16,063 Sarah-Jane Curtis 16,787 16,787 Tim Gillbanks 10,000 5,000 Busola Sodeinde 1,478 – Andrew Vaughan 65,494 52,819 Since 31 March 2025 to the date of this report, there have been no changes to the Directors’ interests in the shares of the Company. Annual percentage change in Directors' Fees The following table sets out the annual percentage change in Directors’ fees for the years to 31 March 2021, 2022, 2023, 2024 and 2025 where Directors have served for a full year in each of the two years and therefore fees can be compared on a like-for-like basis: Director % change from 2024 to 2025 (audited) % % change from 2023 to 2024 (audited) % % change from 2022 to 2023 (audited) % % change from 2021 to 2022 (audited) % % change from 2020 to 2021 (audited) % Kate Bolsover (1) +18.8 +59.7 +14.5 0.0 n/a Tim Gillbanks +5.8 +2.4 +5.0 0.0 0.0 Busola Sodeinde (2) +13.8 n/a n/a n/a n/a Sarah-Jane Curtis (3) +5.4 +2.8 +2.9 0.0 n/a Andrew Vaughan (4) +5.4 n/a n/a n/a n/a (1) Appointed as a non-executive Director on 1 October 2019, as Senior Independent Director on 26 July 2022 and as Chairman on 20 July 2023. (2) Appointed as a non-executive Director on 24 January 2023 and as Audit Committee Chairman on 1 October 2023. (3) Appointed as a non-executive Director on 28 January 2020. (4) Appointed as a non-executive Director on 1 August 2022. The following table shows the total remuneration for the Chairman over the fiveyears ended 31 March 2025: Year ended 31 March Fees £'000s 2025 76.0 2024 73.0 2023 72.0 2022 70.0 2021 70.0 The table below is shown to enable shareholders to assess the relative importance of spend on remuneration. It compares the remuneration, excluding taxable benefits, against the shareholder distribution of dividends. Actual expenditure 2025 £’000 2024 £’000 Change Dividends paid 49,825 49,190 +1.30% Directors’ fees 245 243 +0.82% £800 £1,000 £1,200 £1,400 £1,600 £1,800 £2,000 Mar-22 Mar-23Mar-21Mar-20Mar-19Mar-18Mar-17Mar-16Mar-15 Mar-24 Benchmark Total Return TR Property Share Price Total Return Mar-25 Company performance The graph below compares, for the ten years ended 31 March 2025, the percentage change over each period in the share price total return to shareholders compared to the share price total return of benchmark, which the Board considers to be the most appropriate benchmark for investment performance measurement purposes. An explanation of the performance of the Company is given in the Chairman’s Statement and Manager’s Report. Source: Refinitiv Eikon and Thames River Capital Total Return assuming £1,000 investment on 31 March 2015, with dividends reinvested For and on behalf of the Board Kate Bolsover Chairman 10 June 2025 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 64 TR Property Investment Trust plc ### Statement of Directors’ responsibilities in relation ### to the Group financial statements The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Directors are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the Parent Company financial statements on the same basis. 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 Group and Parent Company and of the Group’s profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to: • select suitable accounting policies and apply them consistently; • make judgements and estimates that are reasonable, relevant and reliable; • state whether they have been prepared in accordance with UK-adopted international accounting standards. • assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. In accordance with Disclosure Guidance and Transparency Rule ('DTR') 4.1.16R, the financial statements will form part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these financial statements provides no assurance over whether the annual financial report has been prepared in accordance with those requirements. Responsibility statement of the Directors in respect of the annual financial report Each of the Directors confirms that to the best of their knowledge: • the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Parent Company and the undertakings included in the consolidation taken as a whole; and • the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. By order of the Board Kate Bolsover Chairman 10 June 2025 ![]() Annual Report & Accounts 2025 65 ### Independent auditor’s report #### to the members of TR Property Investment Trust Plc 1. Our opinion is unmodified We have audited the financial statements of TR Property Investment Trust plc (the ‘Company’) for the year ended 31 March 2025, which comprise the Group Statement of Comprehensive Income, Group and Company Statements of Changes in Equity, Group and Company Balance Sheets, Group and Company Cash Flow Statements and the related notes, including the accounting policies in note 1. In our opinion the financial statements: • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2025 and of the Group’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; • the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Overview Materiality: Group financial statements as a whole £11.6m (2024: £11.9m) 1% (2024: 1%) of Total Assets Key audit matters vs 2024 Recurring risks Valuation of investment properties Carrying amount of level 1 investments Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. We were first appointed as auditor by the Directors on 2 November 2016. The period of total uninterrupted engagement is for the nine financial years ended 31 March 2025. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. 2. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from 2024), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and our findings from those procedures in order that the Company's members, as a body, may better understand the process by which we arrived at our audit opinion. These matters were addressed, and our findings are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 66 TR Property Investment Trust plc Independent auditor’s report continued 2. Key audit matters: our assessment of risks of material misstatement continued The risk Our response Valuation of investment properties (£61.5 million; 2024: £38.4 million) Refer to pages 58 to 60 (Audit Committee Report), pages 79 and 80 (accounting policy) and note 10 on pages 87 to 90 (financial disclosures). Subjective valuation: 5.3% (2024: 3.2%) of the Group’s, and 5.1% (2024: 3.1%) of the Parent Company’s, total assets (by value) are held in investment properties. The fair value of each property requires significant estimation using subjective assumptions such as the estimated rental value and yields. These assumptions are impacted by several factors including the quality and condition of the properties and tenant financial strength. The effect of these matters is that, as part of our risk assessment for audit planning purposes, we determined that the valuation of investment properties had a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole. In conducting our final audit work, we concluded that reasonably possible changes to the key assumptions in the valuation of investment properties would not be expected to result in material change. We performed the detailed tests below, rather than seeking to rely on any of the Group’s controls, because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our procedures included: • Assessing valuer’s credentials: Using our own property valuation specialist, we evaluated the competence, experience and independence of the Group’s external valuer; • Tests of detail: We compared the information provided by the Group to its external property valuer for a selection of properties, such as rental income and tenancy data, against supporting documents, including lease agreements; • Methodology choice: Using our own property valuation specialist, we critically assessed whether the valuation methodology adopted by the Group's external valuer was in accordance with the RICS Valuation Professional Standards ‘the Red Book’ and IFRS; • Benchmarking assumptions: Using our own property valuation specialist, we compared the key assumptions used by the Group's external valuer, including the estimated rental value and yield for a sample of properties, against industry benchmarks; • Assessing transparency: We considered the adequacy of the Group’s disclosures about the degree of estimation and sensitivity to key assumptions made when valuing the investment properties. Our Findings • We found the Group’s and Parent Company’s valuation of investment properties to be balanced (2024: balanced). We have considered the associated disclosures to be proportionate (2024: proportionate). ![]() Annual Report & Accounts 2025 67 The risk Our response Carrying amount of Level 1 investments (£1,024.8 million; 2024: £1,070.8 million) Refer to pages 58 to 60 (Audit Committee Report), page 80 (accounting policy), and note 10 on pages 87 to 90 (financial disclosures). Low risk, high value: The portfolio of level 1 listed equity investments makes up 88.0% (2024: 90.0%) of the Group’s, and 85.3% (2024: 87.3%) of the Parent Company’s, total assets (by value) and is one of the key drivers of results. We do not consider these investments to be at a high risk of material misstatement, or to be subject to a significant level of judgement because they comprise liquid, quoted investments. However, due to their materiality in the context of the financial statements, they are considered to be one of the areas which had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our audit and are therefore considered to be a Key Audit Matter. We performed the detailed tests below rather than seeking to rely on any of the Group’s controls, because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our procedures included: • Test of detail: Using our valuation specialists, we agreed the valuation of 100% of level 1 listed equity investments in the portfolio to externally quoted prices; and • Enquiry of custodians: Agreed 100% of level 1 listed equity investment holdings in the portfolio to independently received third party confirmations from investment custodians. Ourfindings • We found no differences (2024: no differences) from third party holdings confirmations nor from the externally quoted prices of a size to require reporting to the Audit Committee. 3. Our application of materiality and an overview of the scope of our audit Our application of materiality Materiality for the Group financial statements was set at £11.6m (2024: £11.9m), determined with reference to a benchmark of total assets, of which it represents 1.0% (2024: 1.0%). Materiality for the Parent Company financial statements was set at £11.0m (2024: £11.3m), which is the component materiality for the Parent Company determined for the purposes of our Group audit. This is lower than the materiality we would otherwise have determined with reference to Parent Company total assets, of which it represents 0.92% (2024: 0.92%). In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 75% (2024: 75%) of materiality for the financial statements, which equates to £8.7m (2024: £8.9m) for the Group and £8.3m (2024: £8.5m) for the Parent Company. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £0.58m (2024: £0.60m) for the Group and exceeding £0.55m (2024: £0.57m) for the Parent Company, in addition to other identified misstatements that warranted reporting on qualitative grounds. Overview of the scope of our audit This year we applied the revised group auditing standard in our audit of the Group financial statements. The revised group auditing standard changes how an auditor approaches the identification of components, and how the audit procedures are planned and executed across components. In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement (’RMMs’). We identified the Group as a whole to be a single Group materiality £11.6m (2024: £11.9m) £11.6m Whole financial statements materiality (2024: £11.9m) £11.0m Parent Company Materiality (2024: £11.9m) £8.7m Whole financial statements performance materiality (2024: £8.9m) £0.58m Misstatements reported to the audit committee (2024: £0.60m) Total Assets £1,165m (2024: £1,190m) Total Assets Group Materiality Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 68 TR Property Investment Trust plc Independent auditor’s report continued component, having considered our evaluation of the Group’s operational structure, the Group’s legal structure, the existence of common information systems, and our ability to perform audit procedures centrally. The audit of the Group and Parent Company was performed using the materiality levels set out above and was performed by a single audit team. Impact of controls on our audit As disclosed on page 57, administrative operations of the Company are provided by BNP Paribas (the ‘Administrator’). We therefore identified that the financial reporting system operated by the Company’s Administrator to be the main IT system relevant to our audit. We obtained and read the Administrator’s type 2 service organisation controls report to assist us in evaluating the design of the general IT controls of the main finance system. We took a fully substantive approach in all areas of our audit, consistent with our approach noted within the Key Audit Matters in section 2 of our report, as we consider this to be a more efficient and effective approach to gaining the appropriate audit evidence. We did not plan to rely on any of the Company’s controls in relation to any areas of our audit, because the nature of most of the Group and Company’s balances (including cash, loans and dividend income) is such that we would expect to obtain audit evidence primarily from external confirmations (for cash and loans) and data analytical procedures (for dividend income) based on the investment portfolio confirmed by the custodian and external market data. 4. The impact of climate change on our audit We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 listed investments make up 88.0% of the Group’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the investment property portfolio, for which the valuation assumptions and estimates may be impacted by physical and policy or legal climate risks, such as flooding or an increase in climate related compliance expenditure. We assessed that, whilst climate change posed a risk to the determination of investment property valuations in the current year, this risk was not significant when considering both the nature and domicile of the properties and the tenure of unexpired leases. Therefore, there was no significant impact of climate change on our key audit matters. We have read the disclosure of climate related information in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations and as they have concluded that the Group’s and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (the ‘going concern period’). We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group or Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group or Company’s available financial resources and its ability to operate over this period were: • The impact of a significant reduction in the valuation of investments and the implications for the Group or Company’s debt covenants; • The liquidity of the investment portfolio and its ability to meet the liabilities of the Group as and when they fall due; and • The operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Group or Company’s current and projected cash and liquid investment position (and the results of their reverse stress testing). We considered whether the going concern disclosure in note 1 to the financial statements gives a full and accurate description of the Directors’ assessment of going concern, including the identified risks and related sensitivities. Our conclusions based on this work: • we consider that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; ![]() Annual Report & Accounts 2025 69 • we have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or Company's ability to continue as a going concern for the going concern period; • we have nothing material to add or draw attention to in relation to the Directors’ statement in note 1 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 1 to be acceptable; and • the related statement under the UK Listing Rules set out on page 59 is materially consistent with the financial statements and our audit knowledge. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation. 6. Fraud and breaches of laws and regulations – ability to detect Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: • Enquiring of Directors as to the Group’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud; • Assessing the segregation of duties in place between the Directors, the Administrator and the Group’s Investment Manager; and • Reading Board and Audit Committee minutes. We communicated identified fraud risk throughout the audit team and remained alert to any indications of fraud throughout the audit. As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates such as the valuation of investment property. We evaluated the design of relevant controls over journal entries, and other adjustments, including the segregation of duties between the Directors and the Administrator, and made inquiries of the Administrator as to whether they were aware of any inappropriate or unusual activity relating to the processing of journal entries and other adjustments. Based on these risk assessment procedures, we assessed the opportunities for management override of controls in the context of this Group. We compared all material post-closing entries and, to incorporate an element of unpredictability, a haphazard selection of other entries to supporting documentation. We assessed whether the judgements made in making accounting estimates are indicative of a potential bias. On this audit we have rebutted the fraud risk related to revenue recognition because the revenue is non- judgemental and straightforward, with limited opportunity for manipulation. We did not identify any significant unusual transactions or additional fraud risks. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the Directors, the Investment Manager and the Administrator (as required by auditing standards) and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. As the Parent Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and its qualification as an investment trust under UK taxation legislation, any breach of which could lead to the Group losing various deductions and exemptions from UK corporation tax, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 70 TR Property Investment Trust plc Independent auditor’s report continued 6. Fraud and breaches of laws and regulations – ability to detect continued We assessed the legality of the distributions made by the Company in the year based on comparing the dividends paid to the distributable reserves prior to each distribution. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: money laundering, data protection, bribery and corruption legislation and certain aspects of company legislation recognising the financial nature of the Group’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and the Administrator and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non- compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non- compliance with all laws and regulations. 7. We have nothing to report on the other information in the Annual Report The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Strategic Report and Directors’ Report Based solely on our work on the other information: • we have not identified material misstatements in the Strategic Report or the Directors’ Report; • in our opinion the information given in those reports for the financial year is consistent with the financial statements; and • in our opinion those reports have been prepared in accordance with the Companies Act 2006. Directors’ Remuneration Report In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and longer- term viability We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: • the Directors’ confirmation within the Long-Term Viability statement on page 40 that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; • the Principal and Emerging Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and • the Directors’ explanation in the Long-Term Viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue ![]() Annual Report & Accounts 2025 71 in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We are also required to review the Long-Term Viability statement, set out on pages 40 and 41 under the UK Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and Company’s longer-term viability. Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance disclosures and the financial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge: • the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy; • the section of the annual report describing the work of the Audit Committee, including the significant issues that it considered in relation to the financial statements, and how these issues were addressed; and • the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control systems. We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified by the UK Listing Rules for our review. We have nothing to report in this respect. 8. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent Company 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. We have nothing to report in these respects. 9. Respective responsibilities Directors’ responsibilities As explained more fully in their statement set out on page 64, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 72 TR Property Investment Trust plc Independent auditor’s report continued A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/ auditorsresponsibilities. The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with those requirements. 10. The purpose of our audit work and to whom we owe our responsibilities 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 and the terms of our engagement by the Company. 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 the further matters we are required to state to them in accordance with the terms agreed with the Company, 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. Craig Steven-Jennings (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 15 Canada Square London E14 5GL 10 June 2025 ![]() Annual Report & Accounts 2025 73 # Financial # statements Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc74 ### Group statement of comprehensive income for the year ended 31 March 2025 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Year ended 31 March 2025 | | | Year ended 31 March 2024 | | | | | | Revenue | Capital | | Revenue | Capital | | | | | Return | Return | Total | Return | Return | Total | | | Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Income | | | | | | | | | Investment income | 2 | 44,666 | - | 44,666 | 39,956 | - | 39, 956 | | Rental income | 3 | 1,896 | - | 1,896 | 3,471 | - | 3,471 | | Other operating income | 4 | 626 | - | 626 | 877 | - | 877 | | (Losses)/gains on Investments | | | | | | | | | held at Fair Value | 10 | - | (67,339) | (67,339) | - | 160,791 | 160,791 | | Net movement on foreign | | | | | | | | | exchange; investments and loan | | | | | | | | | notes | | - | 1,635 | 1,635 | - | (1,195) | (1,195) | | Net movement on foreign | | | | | | | | | exchange; cash and cash | | | | | | | | | equivalents | | - | (1,289) | (1,289) | - | (2,755) | (2,755) | | Net returns on contracts for difference | 2, 10 | 6,156 | 4,997 | 11,153 | 6,522 | 16,719 | 23,241 | | Total Income | | 53,344 | (61,996) | (8,652) | 50,826 | 173,560 | 224,386 | | Expenses | | | | | | | | | Management and performance | | | | | | | | | fees | 5 | (1,588) | (5,408) | (6,996) | (1,513) | (14,622) | (16,135) | | Direct property expenses, rent | | | | | | | | | payable and service charge costs | 3 | (324) | - | (324) | (673) | - | (673) | | Other administrative expenses | 6 | (1,450) | (585) | (2,035) | (1,336) | (575) | (1,911) | | Total operating expenses | | (3,362) | (5,993) | (9,355) | (3,522) | (15,197) | (18,719) | | Operating profit/(loss) | | 49,982 | (67,989) | (18,007) | 47,304 | 158,363 | 205,667 | | Finance costs | 7 | (1,873) | (5,622) | (7,495) | (1,771) | (5,315) | (7,086) | | Profit/(loss) from operations | | | | | | | | | before tax | | 48,109 | (73,611) | (25,502) | 45,533 | 153,048 | 198,581 | | Taxation | 8 | (6,907) | 4,968 | (1,939) | (7,322) | 5,088 | (2,234) | | Total comprehensive income | | 41,202 | (68,643) | (27,441) | 38,211 | 158,136 | 196,347 | | Earnings/(loss) per Ordinary | | | | | | | | | share | 9 | 12.98p | (21.63)p | (8.65)p | 12.04p | 49.83p | 61.87p | The Total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with UK-adopted International Accounting Standards. The Revenue Return and Capital Return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations. The Group does not have any other income or expense that is not included in the above statement therefore “Total comprehensive income” is also the profit/(loss) for the year. As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The net profit loss after taxation of the Company dealt with in the accounts of the Group was £27,441,000 loss (2024: £196,347,000 profit). All income is attributable to the shareholders of the parent company. The notes from pages 78 to 102 form part of these Financial Statements. ![]() Annual Report & Accounts 2025 75 Group | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | Share | Capital | | | | | | Share | Premium | Redemption | Retained | | | | | Capital | Account | Reserve | Earnings | Total | | For the year ended 31 March 2025 | Notes | £'000 | £'000 | £'000 | £'000 | £'000 | | At 31 March 2024 | | 79,338 | 43,162 | 43,971 | 949,032 | 1,115,503 | | Total comprehensive income | | - | - | - | (27,441) | (27,441) | | Dividends paid | 17 | - | - | - | (49,825) | (49,825) | | At 31 March 2025 | | 79,338 | 43,162 | 43,971 | 871,766 | 1,038,237 | Company For the year ended 31 March 2025 Notes Share Capital £'000 Share Premium Account £'000 Capital Redemption Reserve £'000 Retained Earnings £'000 Total £'000 At 31 March 2024 79,338 43,162 43,971 949,032 1,115,503 Total comprehensive income - - - (27,441) (27,441) Dividends paid 17 - - - (49,825) (49,825) At 31 March 2025 79,338 43,162 43,971 871,766 1,038,237 Group | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | Share | Capital | | | | | | Share | Premium | Redemption | Retained | | | | | Capital | Account | Reserve | Earnings | Total | | For the year ended 31 March 2024 | Notes | £'000 | £'000 | £'000 | £'000 | £'000 | | At 31 March 2023 | | 79,338 | 43,162 | 43,971 | 801,875 | 968,346 | | Total comprehensive income | | - | - | - | 196,347 | 196,347 | | Dividends paid | 17 | - | - | - | (49,190) | (49,190) | | At 31 March 2024 | | 79,338 | 43,162 | 43,971 | 949,032 | 1,115,503 | Company For the year ended 31 March 2024 Notes Share Capital £'000 Share Premium Account £'000 Capital Redemption Reserve £'000 Retained Earnings £'000 Total £'000 At 31 March 2023 79,338 43,162 43,971 801,875 968,346 Total comprehensive income - - - 196,347 196,347 Dividends paid 17 - - - (49,190) (49,190) At 31 March 2024 79,338 43,162 43,971 949,032 1,115,503 The notes from pages 78 to 102 form part of these Financial Statements. ### Group and Company statement of changes in equity Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc76 | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Group | Company | Group | Company | | | | 2025 | 2025 | 2024\* | 2024\* | | | Notes | £'000 | £'000 | £'000 | £'000 | | Non-current assets | | | | | | | Investments held at fair value | 10 | 1,024,826 | 1,024,826 | 1,073,719 | 1,073,719 | | Investment properties | 10 | 61, 519 | 61,519 | 38,388 | 38,388 | | Investments in subsidiaries | 10 | - | 36,260 | - | 36,276 | | | | 1,086,345 | 1,122,605 | 1,112,107 | 1,148,383 | | Deferred taxation asset | 8 | 1,809 | 1,809 | 903 | 903 | | | | 1,088,154 | 1,124,414 | 1,113,010 | 1,149,286 | | Current assets | | | | | | | Other receivables | 12 | 65,003 | 65,008 | 58,212 | 58,217 | | Cash and cash equivalents | | 11,676 | 11,674 | 19,145 | 19,143 | | | | 76,679 | 76,682 | 77,357 | 77,360 | | Current liabilities | 13 | (111,596) | (147,859) | (17,116) | (53,395) | | Net current (liabilities)/assets | | (34,917) | (71,177) | 60,241 | 23,965 | | Total assets less current | | | | | | | liabilities | | 1,053,237 | 1,053,237 | 1,173,251 | 1,173,251 | | Non-current liabilities | 13 | (15,000) | (15,000) | (57,748) | (57,748) | | Net assets | | 1,038,237 | 1,038,237 | 1,115,503 | 1,115,503 | | Capital and reserves | | | | | | | Called up share capital | 14 | 79,338 | 79,338 | 79,338 | 79,338 | | Share premium account | 15 | 43,162 | 43,162 | 43,162 | 43,162 | | Capital redemption reserve | 15 | 43,971 | 43,971 | 43,971 | 43,971 | | Retained earnings | 16 | 871,766 | 871,766 | 949,032 | 949,032 | | Equity shareholders’ funds | | 1,038,237 | 1,038,237 | 1,115,503 | 1,115,503 | | Net Asset Value per: | | | | | | | Ordinary share | 19 | 327.16p | 327.16p | 351.50p | 351.50p | These financial statements were approved by the directors of TR Property Investment Trust plc (Company No:84492) and authorised for issue on 10 June 2025. ### Group and Company balance sheets as at 31 March 2025 K Bolsover Director The notes from pages 78 to 102 form part of these Financial Statements. \* In the current year, Investments held at fair value have been disaggregated to separately disclose Investment property and Equity Investments held at fair value. ![]() Annual Report & Accounts 2025 77 ### Group and Company cash flow statements for the year ended 31 March 2025 | | | | | | | --- | --- | --- | --- | --- | | | Group | Company | Group | Company | | | 2025 | 2025 | 2024 | 2024 | | | £'000 | £'000 | £'000 | £'000 | | Reconciliation of profit from operations | | | | | | before tax to net cash flows from operating activities | | | | | | (Loss)/profit from operations before tax | (25,502) | (25,502) | 198,581 | 198,581 | | Finance costs | 7,495 | 7,495 | 7,086 | 7,086 | | Losses/(gains) on investments and derivatives held at fair value through profit | | | | | | or loss | 62,342 | 62,358 | (177,510) | (177,494) | | Net movement on foreign exchange; cash | | | | | | and cash equivalents and loan notes | 209 | 209 | 1,570 | 1,570 | | Scrip dividends included in investment | | | | | | income and net returns on contracts for difference | (6,981) | (6,981) | (5,928) | (5,928) | | Accrued income in the prior year received | | | | | | as a scrip dividend | (1,686) | (1,686) | (1,557) | (1,557) | | Sale of investments (see note 10) | 559,336 | 559,336 | 455,539 | 455,539 | | Purchase of investments (see note 10) | (582,839) | (582,839) | (435,415) | (435,415) | | (Decrease)/increase in prepayments and accrued income | (382) | (382) | 888 | 888 | | Decrease/(increase) in sales settlement | | | | | | receivables | 2,891 | 2,891 | (152) | (152) | | Decrease in purchase settlement payables | (4,222) | (4,222) | (2,975) | (2,975) | | (Increase)/decrease in other receivables | (13,223) | (13,223) | 7,379 | 7,380 | | (Decrease)/increase in other payables | (9,797) | (9,813) | 7,615 | 7,598 | | Net cash flows from operating activities | | | | | | before interest and taxation | (12,359) | (12,359) | 55,121 | 55,121 | | Interest paid | (7,495) | (7,495) | (7,086) | (7,086) | | Taxation paid | (3,624) | (3,624) | (3,016) | (3,016) | | Net cash flows from operating activities | (23,478) | (23,478) | 45,019 | 45,019 | | Financing activities | | | | | | Equity dividends paid | (49,825) | (49,825) | (49,190) | (49,190) | | Drawdown of loans | 115,356 | 115,356 | – | – | | Repayment of loans | (48,233) | (48,233) | (10,000) | (10,000) | | Net cash flows from financing activities | 17,298 | 17,298 | (59,190) | (59,190) | | Decrease in cash | (6,180) | (6,180) | (14,171) | (14,171) | | Cash and cash equivalents at start of year | 19,145 | 19,143 | 36,071 | 36,069 | | Net movement on foreign exchange; cash | | | | | | and cash equivalents | (1,289) | (1,289) | (2,755) | (2,755) | | Cash and cash equivalents at end of year | 11,676 | 11,674 | 19,145 | 19,143 | The notes from pages 78 to 102 form part of these Financial Statements. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc78 ### Notes to the financial statements 01 Accounting policies The financial statements for the year ended 31 March 2025 have been prepared on a going concern basis, in accordance with UK-adopted International Accounting Standards and in conformity with the requirements of the Companies Act 2006. The financial statements have also been prepared in accordance with the Statement of Recommended Practice, "Financial Statements of Investment Trust Companies and Venture Capital Trusts." ('SORP'), to the extent that it is consistent with UK-adopted International Accounting Standards. The Group and Company financial statements are expressed in sterling which is their functional and presentational currency. Sterling is the functional currency because it is the currency of the primary economic environment in which the group operates. Values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated. Going concern In assessing Going Concern the Board has made a detailed assessment of the ability of the Company and the Group to meet its liabilities as they fall due, including stress and liquidity tests which considered the effects of substantial falls in investment valuations, revenues received and market liquidity as the global economy continues to suffer disruption due to political and inflationary pressures, the war in Ukraine and the conflict in the Middle East. In light of the testing carried out, the liquidity of the level 1 assets held by the Company and the significant net asset value of the Group and Company taking account of the net current liability position, the Directors are satisfied that the Company and Group have adequate financial resources to continue in operation for at least the next 12 months following the signing of the financial statements and therefore it is appropriate to adopt the going concern basis of accounting. Key estimates and judgements The preparation of the financial statements necessarily requires the exercise of judgement, both in application of accounting policies, which are set out below, and in the selection of assumptions used in the calculation of estimates. These estimates and judgements are reviewed on an ongoing basis and are continually evaluated based on historical experience and other factors. However, actual results may differ from these estimates. The only key estimate is considered to be the valuation of investment properties. See section (f) of this note. There are not considered to be any key judgements. a) Basis of consolidation The Group financial statements consolidate the financial statements of the Company and its subsidiaries to 31 March 2025. All the subsidiaries of the Company have been consolidated in these financial statements. In accordance with IFRS10 the Company has been designated as an investment entity on the basis that: • It obtains funds from investors and provides those investors with investment management services; • It commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation and investment income; and • It measures and evaluates performance of substantially all of its investments on a fair value basis. Each of the subsidiaries of the Company was established for the sole purpose of operating or supporting the investment operations of the Company (including raising additional financing) and is not itself an investment entity. IFRS 10 sets out that in the case of controlled entities that support the investment activity of the investment entity, those entities should be consolidated rather than presented as investments at fair value. Accordingly the Company has consolidated the results and financial positions of those subsidiaries. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of subsidiaries used in the preparation of the consolidated financial statements are based on consistent accounting policies. All intra-group balances and transactions, including unrealised profits arising therefrom, are eliminated. b) Income Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available, dividends receivable on or before the year end are treated as revenue for the year. Provision is made for any dividends not expected to be received. Where the Group has elected to receive these dividends in the form of additional shares rather than cash the amount of cash dividend foregone is recognised as income. Differences between the value of shares received and the cash dividend foregone are recognised in the capital returns of the Group Statement of Comprehensive Income. The fixed returns on debt securities are recognised on a time apportionment basis so as to reflect the effective yield on each such security. Interest receivable from cash and short- term deposits is accrued to the end of the year. Stock lending income is recognised on an accruals basis. Underwriting commission is taken to revenue, unless any shares underwritten are required to be taken up, in which case the proportionate commission received is deducted from the cost of the investment. Recognition of property rental income is set out in section (f) of this note. Recognition of income from contracts of difference is set out in section (g) of this note. ![]() Annual Report & Accounts 2025 79 c) Expenses All expenses and finance costs are accounted for on an accrual’s basis. An analysis of retained earnings broken down into revenue and capital items is given in note 16. In arriving at this breakdown, expenses have been presented as revenue items except as follows: • Expenses which are incidental to the acquisition or disposal of an investment; • Expenses are presented as capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated; this includes irrecoverable VAT incurred on costs relating to the extension of residential leases as premiums received for extending or terminating leases are recognised in the capital account. • 25% of the base management fee is charged to revenue, with 75% allocated to capital return to reflect the Board's expectations of long-term investment returns. All performance fees are charged to capital return; • The fund administration, depositary, custody and company secretarial services are charged directly to the Company and are included within 'Other administrative expenses' in note 6. These expenses are charged on the same basis as the base management fee; 25% to income and 75% to capital. d) Finance costs The finance cost in respect of capital instruments other than equity shares is calculated so as to give a constant rate of return on the outstanding balance. 25% of the finance cost is charged to revenue and 75% to capital return. Recognition of financing costs from contracts for difference is set out in section (g) of this note. e) Taxation Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date. Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise income tax is recognised in the Group Statement of Comprehensive Income. The tax effect of different items of expenditure is allocated between capital and revenue using the expense allocation basis mentioned in note 1c above. The charge for taxation is based on the profit for the year and takes into account taxation deferred because of temporary differences between the treatment of certain items for taxation and accounting purposes. In accordance with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the “marginal basis”. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital column. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the computation of taxable profit and, is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The Company is an investment trust under s.1158 of the Corporation Tax Act 2010 and, as such, is not liable for tax on capital gains. Capital gains arising in subsidiary companies are subject to capital gains tax. f) Investment property Investment property is measured initially at cost including transaction costs. Transaction costs include transfer taxes, professional fees for legal services and initial leasing commissions to bring the property to the condition necessary for it to be capable of operating. The carrying amount also includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met. The purchase and sale of properties is recognised to be effected on the date unconditional contracts are exchanged. Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair values are included in the Group Statement of Comprehensive Income in the year in which they arise. Investment property is derecognised when it has been disposed of or permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of investment property are recognised in the Group Statement of Comprehensive Income in the year of disposal. Gains or losses on the disposal of investment property are determined as the difference between net disposal proceeds and the carrying value of the asset at the date of disposal. Revaluation of investment properties The Group carries its investment properties at fair value in accordance with IFRS 13, revalued twice a year, with changes in fair values being recognised in the Group Statement of Comprehensive Income. The Group engaged Knight Frank as independent valuation specialists to determine fair value as at 31 March 2025. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc80 Notes to the financial statements continued 01 Accounting policies continued Valuations of investment properties Determination of the fair value of investment properties has been prepared on the basis defined by the RICS Valuation - Global Standards (The Red Book Global Standards) as follows: The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The valuation takes into account future cash flow from assets (such as lettings, tenants’ profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and discount rates applicable to those assets. These assumptions are based on local market conditions existing at the balance sheet date. In arriving at their estimates of fair values as at 31 March 2025, the valuers have used their market knowledge and professional judgement and have not only relied solely on historical transactional comparables. Examples of inputs to the valuation can be seen in the sensitivity analysis disclosed in note 10 (e). Held for sale investment are presented separately on the face of the Balance Sheet. Rental income Rental income receivable under operating leases is recognised on a straight-line basis over the term of the lease, except for contingent rental income which is recognised when it arises. Incentives for lessees to enter into lease agreements or other negotiated rent-free periods agreed are spread evenly over the lease term, even if the payments are not made on such a basis. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the directors are reasonably certain that the tenant will exercise that option. Premiums received to terminate or extend leases are recognised in the capital account of the Group Statement of Comprehensive Income when they arise. Service charges and expenses recoverable from tenants Income arising from expenses recharged to tenants is recognised in the period in which the expense can be contractually recovered. Service charges and other such receipts are included gross of the related costs in revenue as the directors consider that the Group acts as principal in this respect. g) Investments When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date. All the Group’s investments are defined under IFRS as investments designated as fair value through profit or loss but are also described in these financial statements as investments held at fair value. All investments are designated upon initial recognition as held at fair value and, are measured at subsequent reporting dates at fair value, which, for quoted investments, is deemed to be closing prices for stocks sourced from European stock exchanges and for SETS stocks sourced from the London Stock Exchange. SETS is the London Stock Exchange electronic trading service covering most of the market including all the FTSE All -Share and the most liquid AIM constituents. Unquoted investments or investments for which there is only an inactive market are held at fair value which is based on valuations made by the directors in accordance with IPEVCA guidelines and using current market prices, trading conditions and the general economic climate. In its financial statements the Company recognises the fair value of its investments in subsidiaries as being the adjusted net asset value. The subsidiaries have historically been holding vehicles for direct property investment or financing vehicles. No assets are currently held through the subsidiary structure and all financing instruments are directly held by the Company. Changes in the fair value are recognised in the Group Statement of Comprehensive Income. On disposal, realised gains and losses are also recognised in the Group Statement of Comprehensive Income. Derivatives Derivatives are held at fair value based on traded prices. Gains and losses on derivative transactions are recognised in the Group Statement of Comprehensive Income. Gains and losses on contracts for difference ('CFDs') resulting from movements in the price of the underlying stock are treated as capital. Dividends from the underlying investment and financing costs of CFDs are treated as revenue/capital expenses. Gains and losses on forward currency contracts used for capital hedging purposes are treated as capital. CFDs are synthetic equities and are valued by reference to the investments' underlying market values. The sources of the returns under the derivative contract (e.g. notional dividends, financing costs, interest returns and capital changes) are allocated to the revenue and capital accounts in alignment with the nature of the underlying source of income and in accordance with the guidance given in the AIC SORP. Notional dividend income or expenses arising on long or short positions are apportioned wholly to the revenue account. Notional interest expense on long positions is apportioned between revenue and capital in accordance with the Board’s long term expected returns of the Company (currently determined to be 25% to the revenue account and 75% to capital reserves). Changes in value relating to underlying price movements of securities in relation to CFD exposures are allocated wholly to capital reserves. ![]() Annual Report & Accounts 2025 81 Finance costs in relation to CFDs are presented net of interest received on related collateral pledged in line with provisions in IAS1 to offset returns to better reflect the substance of the transactions. h) Borrowings, loan notes and debentures All loans and debentures are initially recognised at the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on settlement. The costs of arranging any interest-bearing loans are capitalised and amortised over the life of the loan on an effective interest rate basis. i) Foreign currency translation Transactions involving foreign currencies are converted at the rate ruling at the date of the transaction. Foreign currency monetary assets and liabilities are translated into Sterling at the rate ruling on the balance sheet date. Foreign exchange differences are recognised in the Group Statement of Comprehensive Income. j) Cash and cash equivalents Cash and cash equivalents are measured at amortised cost and comprise cash in hand and demand deposits. k) Dividends payable to shareholders Interim dividends are recognised in the period in which they are paid, and final dividends are recognised when approved by shareholders. I) Adoption of new and revised Standards Standards and Interpretations effective in the current period The accounting policies applied throughout the year ended 31 March 2025 are consistent with previous financial statements except the following amended standards and interpretations adopted during the year, however the Board does not expect the following changes to have an effect on the Group and Company accounts: IAS 1 Amendments - Classification of Liabilities as Current or Non-Current (effective date amended to 1 January 2024). The amendments specify the requirements for classifying liabilities as current or non-current. IAS 1 Amendments - Non-current Liabilities with Covenants (effective 1 January 2024). The amendments require disclose of information when there is a right to defer settlement of a liability for at least twelve months. IFRS 16 Amendments - Lease Liability in a Sale and Leaseback (effective 1 January 2024). The amendment requires additional explanation of the accounting treatment in a sale and leaseback after the date of the transaction. Standards and interpretations issued but not effective The standards issued before the reporting date that become effective after 31 March 2025 are not expected to have a material effect on the Group's financial statements for the subsequent period. The Group has not early adopted any new International Financial Reporting Standard or Interpretation. Standards, amendments and interpretations issued but not yet effective up to the date of issuance of the Group's financial statements are listed below: IAS 21 Amendments - Lack of Exchangeability (effective 1 January 2025). The amendment applies a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the disclosures to provide. Annual Improvements 2023-24 - Minor amendments to IFRS 1, 7, 9, 10, and IAS 7 (effective 1 January 2026) The amendments clarify, simplify, or correct various standards including IFRS 1: Hedge accounting by a first-time adopter; IFRS 7: Gain or loss on derecognition; IFRS 7: Disclosure of deferred difference between fair value and transaction price; IFRS 7: Introduction and credit risk disclosures; IFRS 9: Lessee derecognition of lease liabilities; IFRS 9: Transaction price; IFRS 10: Determination of a ‘de facto agent’; IAS 7: Cost method. IFRS 7 and 9 Amendments - Classification and Measurement of Financial Instruments (effective 1 January 2026) The amendments enhances the disclosure requirements in IFRS 7 'Financial Instruments: Disclosures' for: (a) new disclosures for certain instruments with contractual terms that can change cash flows, including those with features linked to environment, social and governance targets; and (b) disclosures for equity instruments designated at fair value through other comprehensive income; and enhances the classification and measurement requirements in IFRS 9 'Financial Instruments' including clarification for: (a) new exception for some financial liabilities settled through an electronic cash transfer system; and (a) assessment of a financial asset meets the solely payments of principal and interest criterion. IFRS 7 and 9 Amendments - Contracts Referencing Nature-dependent Electricity (Effective 1 January 2026) The amendments improve the reporting of the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements, or PPAs, and enhance the disclosure requirements in IFRS 7 'Financial Instruments: Disclosures' by adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows, and enhances the classification and measurement requirements in IFRS 9 'Financial Instruments' including clarification for: (a) clarifying the application of the ‘own-use’ requirements; and (b) permitting hedge accounting if these contracts are used as hedging instruments. IFRS 18 Presentation and Disclosure in Financial Statements and IAS 7 Amendments (effective 1 January 2027). The new Standard gives investors more transparent and comparable information about companies’ financial performance, thereby enabling better investment decisions, together with minor changes to other Standards. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc82 Notes to the financial statements continued 02 Investment income The following tables present the Company’s Investment and Rental income for the year split by income type and location for the purpose of Business and Geographical Segmental Reporting: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £'000 | £'000 | | Dividends from UK listed investments | 4,191 | 2,029 | | Dividends from UK unlisted investments | 798 | 577 | | Scrip dividends from UK listed investments | – | 914 | | Property income distributions from UK listed investments | 13,578 | 13,031 | | Dividends from overseas listed investments | 18,819 | 17,897 | | Scrip dividends from overseas listed investments | 6,981 | 5,014 | | Property income distributions from overseas listed investments | 299 | 494 | | Total equity investment income | 44,666 | 39,956 | Contracts for difference | | | | | --- | --- | --- | | | 2025 | 2024 | | | £'000 | £'000 | | Dividends from UK contracts for difference (1) | 1,012 | 3,980 | | Dividends from overseas contracts for difference (1) | 5,144 | 2,542 | | Total contracts for difference income | 6,156 | 6,522 | (1) Gross revenue for contracts for difference relates to dividends receivable, on an ex dividend basis, on the underlying positions held. 03 Rental income | | | | | --- | --- | --- | | | 2025 | 2024 | | | £'000 | £'000 | | Gross rental income from UK property | 1,783 | 3,155 | | Service charge income from UK property | 113 | 316 | | Total rental income | 1,896 | 3,471 | | Direct property expenses, rent payable and service charge costs | (324) | (673) | | Total net rental income | 1,572 | 2,798 | Operating leases The Group has entered into commercial leases on its property portfolio. Commercial property leases typically have lease terms between 5 and 15 years and include clauses to enable periodic upward revision of the rental charge according to prevailing market conditions. Some leases contain options to break before the end of the lease term. Future minimum rentals under non-cancellable operating leases as at 31 March are as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £'000 | £’000 | | Year 1 | 2,060 | 1,100 | | Year 2 | 1,452 | 854 | | Year 3 | 1,142 | 410 | | Year 4 | 1,142 | 318 | | Year 5 | 1,124 | 318 | | More than 5 years | 3,340 | 700 | | | 10,260 | 3,700 | ![]() Annual Report & Accounts 2025 83 04 Other operating income | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Interest on cash and cash | | | | | | | | equivalents | 569 | - | 569 | 877 | - | 877 | | Interest on withholding tax | | | | | | | | reclaims | 57 | - | 57 | - | - | - | | | 626 | - | 626 | 877 | - | 877 | 05 Management and performance fees | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Management fee | 1,588 | 4,764 | 6,352 | 1,513 | 4,540 | 6,053 | | Performance fee | - | 644 | 644 | - | 10,082 | 10,082 | | | 1,588 | 5,408 | 6,996 | 1,513 | 14,622 | 16,135 | A summary of the terms of the management agreement is given in the Report of the Management Engagement Committee on pages 56 and 57. Under the terms of this agreement the manager was entitled to a performance fee for the year to 31 March 2025 of £644,000 (2024: £10,082,000). 06 Other administrative expenses | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Directors' fees (Directors' | | | | | | | | Remuneration Report on pages 61 | | | | | | | | to 63) | 245 | - | 245 | 243 | - | 243 | | Auditor's remuneration: | | | | | | | | – for audit of the consolidated | | | | | | | | and parent company financial | | | | | | | | statements | 122 | - | 122 | 114 | - | 114 | | Legal fees | 38 | - | 38 | 19 | - | 19 | | Taxation fees | 131 | - | 131 | 98 | - | 98 | | Other administrative expenses | 195 | 585 | 780 | 192 | 575 | 767 | | Other expenses | 571 | - | 571 | 701 | - | 701 | | Irrecoverable VAT | 148 | - | 148 | (31) | - | (31) | | | 1,450 | 585 | 2,035 | 1,336 | 575 | 1,911 | Other administrative expenses include depositary, custody and company secretarial services. These expenses are charged on the same basis as the base management fee; 25% to income and 75% to capital. Other expenses include broker fees, marketing and PR costs, Directors' national insurance and recruitment, registrars and listing fees, and annual report and other publication printing and distribution costs. These expenses are charged solely to the revenue account. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc84 Notes to the financial statements continued 07 Finance costs | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Loan notes, bank loans and overdrafts repayable within 1 year | 787 | 2,362 | 3,149 | 418 | 1,256 | 1,674 | | Loan notes repayable between 1-5 | | | | | | | | years | 5 | 16 | 21 | 211 | 635 | 846 | | Loan notes repayable after 5 years | 136 | 410 | 546 | 137 | 409 | 546 | | Contracts for difference (1) | 945 | 2,834 | 3,779 | 1,005 | 3,015 | 4,020 | | | 1,873 | 5,622 | 7,495 | 1,771 | 5,315 | 7,086 | (1) Finance costs on contracts for difference of £3,779,000 (2024: 4,020,000) is presented net and comprises interest paid on contracts for difference of £5,479,000 (2024: £5,820,000) and interest received from related collateral pledged of £1,700,000 (2024: £1,800,000). 08 Taxation a) Analysis of charge in the year | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | UK corporation tax at 25% | | | | | | | | (2024: 25%) | 4,546 | (4,062) | 484 | 5,268 | (5,268) | - | | Overseas taxation | 2,361 | - | 2,361 | 2,006 | 180 | 2,186 | | | 6,907 | (4,062) | 2,845 | 7,274 | (5,088) | 2,186 | | Under provision in respect of prior | | | | | | | | years | - | - | - | 48 | - | 48 | | Deferred tax | - | (906) | (906) | - | - | - | | Current tax charge for the year | 6,907 | (4,968) | 1,939 | 7,322 | (5,088) | 2,234 | ![]() Annual Report & Accounts 2025 85 08 Taxation continued b) Factors affecting total tax charge for the year The tax assessed for the year is lower (2024: lower) than the standard rate of corporation tax in the UK for a large company of 25% (2024: 25%). The difference is explained below: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Net profit/(loss) on ordinary | | | | | | | | activities before taxation | 48,109 | (73,611) | (25,502) | 45,533 | 153,048 | 198,581 | | Corporation tax charge at 25% | | | | | | | | (2024:25%) | 12,027 | (18,403) | (6,376) | 11,383 | 38,262 | 49,645 | | Effects of: | | | | | | | | Non taxable losses/(gains) on investments | - | 16,835 | 16,835 | - | (40,198) | (40,198) | | Currency movements not taxable | - | (87) | (87) | - | 988 | 988 | | Tax relief on expenses charged to capital | - | (1,158) | (1,158) | - | (140) | (140) | | Non-taxable contracts for difference | - | (1,249) | (1,249) | - | (4,180) | (4,180) | | Non-taxable UK dividends | (1,247) | - | (1,247) | (652) | - | (652) | | Non-taxable overseas dividends | (6,450) | - | (6,450) | (5,728) | - | (5,728) | | Overseas withholding taxes | 2,361 | - | 2,361 | 2,006 | 180 | 2,186 | | Under provision in respect of prior | | | | | | | | years | - | - | - | 48 | | 48 | | Disallowable expenses | 25 | - | 25 | - | - | - | | Deferred tax not provided | 191 | - | 191 | 265 | - | 265 | | Movement in deferred tax asset | - | (906) | (906) | - | - | - | | | 6,907 | (4,968) | 1,939 | 7,322 | (5,088) | 2,234 | c) Provision for deferred taxation The amounts for deferred taxation provided at 25% (2024: 25%) comprise: Group | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Unutilised losses carried forward | - | (1,809) | (1,809) | - | (903) | (903) | | Shown as: | | | | | | | | Deferred tax asset | - | (1,809) | (1,809) | - | (903) | (903) | Company | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Unutilised losses carried forward | - | (1,809) | (1,809) | - | (903) | (903) | | Shown as: | | | | | | | | Deferred tax asset | - | (1,809) | (1,809) | - | (903) | (903) | Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc86 Notes to the financial statements continued 08 Taxation continued The movement in provision in the year is as follows: Group | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Deferred tax assets brought | | | | | | | | forward | - | (903) | (903) | - | (903) | (903) | | Movement in deferred tax on unutilised losses | - | (906) | (906) | - | - | - | | Deferred tax assets carried | | | | | | | | forward | - | (1,809) | (1,809) | - | (903) | (903) | Company | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Deferred tax assets brought | | | | | | | | forward | - | (903) | (903) | - | (903) | (903) | | Movement in deferred tax on unutilised losses | - | (906) | (906) | - | - | - | | Deferred tax assets carried | | | | | | | | forward | - | (1,809) | (1,809) | - | (903) | (903) | The Group has not recognised deferred tax assets of £3,917,535 (2024: £5,810,489) arising as a result of losses carried forward. It is considered too uncertain that the Group will generate profits in the relevant companies that the losses would be available to offset against and, on this basis, the deferred tax asset in respect of these expenses has not been recognised. Due to the Company's status as an Investment Trust, and the intention to continue meeting the conditions required to obtain approval for the foreseeable future, the Company has not provided deferred tax on any capital gains arising on the revaluation or disposal of investments. 09 Earnings/(loss) per share | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Total comprehensive income (£'000) | 41,202 | (68,643) | (27,441) | 38,211 | 158,136 | 196,347 | | Earnings/(loss) per share - pence | 12.98 | (21.63) | (8.65) | 12.04 | 49.83 | 61.87 | Both revenue and capital earnings per share are based on a weighted average of 317,350,980 Ordinary shares in issue during the year (2024: 317,350,980). The Group has no securities in issue that could dilute the earnings per Ordinary share, therefore the basic and diluted earnings per Ordinary share are the same. ![]() Annual Report & Accounts 2025 87 10 Investments a) Analysis of investments | | | | | | | --- | --- | --- | --- | --- | | | Group | Company | Group | Company | | | 2025 | 2025 | 2024 | 2024 | | | £’000 | £’000 | £’000 | £’000 | | Listed in the United Kingdom | 388,795 | 388,795 | 373,675 | 373,675 | | Unlisted in the United Kingdom | - | - | 2,892 | 2,892 | | Listed Overseas | 636,031 | 636,031 | 697,152 | 697,152 | | Investment properties | 61,519 | 61,519 | 38,388 | 38,388 | | Investments in subsidiaries held at fair value | - | 36,260 | - | 36,276 | | | 1,086,345 | 1,122,605 | 1,112,107 | 1,148,383 | | Contracts for difference (1) | 1,688 | 1,688 | 6,098 | 6,098 | | | 1,088,033 | 1,124,293 | 1,118,205 | 1,154,481 | (1) Contracts for difference net position Amounts receivable (£1,854,000) (2024: £6,099,000) and payable (£166,000) (2024: £1,000) on CFD contracts are shown in Other receivables (note 12) and Current and non-current Liabilities (note 13) respectively. The Balance Sheet amounts do not represent the investment exposure of positions in contracts for difference, refer to Market Price Risk (note 11.1) for the exposure. b) Business segment reporting | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Movement | | | | | | | Realised | in unrealised | | | | Valuation | | | (losses)/ | (depreciation)/ | Valuation | | | 31 March | | | gains | appreciation | 31 March | | | 2024 | Additions (1) | Disposals | in the year | at year end | 2025 | | | £’000 | £’000 | £'000 | £'000 | £'000 | £'000 | | Listed investments | 1,070,827 | 569,574 | (548,870) | (3,919) | (62,786) | 1,024,826 | | Unlisted investments | 2,892 | - | (1,059) | 1,059 | (2,892) | - | | Contracts for difference (2) | 6,098 | - | (9,407) | 9,407 | (4,410) | 1,688 | | Total investments segment | 1,079,817 | 569,574 | (559,336) | 6,547 | (70,088) | 1,026,514 | | Direct property segment | 38,388 | 21,932 | - | (9) | 1,208 | 61,519 | | | 1,118,205 | 591,506 | (559,336) | 6,538 | (68,880) | 1,088,033 | | | | | --- | --- | | (Losses)/gains on investments and direct property | £'000 | | Realised losses on listed and unlisted investments and direct property sold in the year | (2,869) | | Movement in unrealised gains on listed and unlisted investments and direct property held at the year end | (64,470) | | Losses on investments held at fair value | (67,339) | | Realised gains on contracts for difference sold in the year | 9,407 | | Movement in unrealised gains on contracts for difference held at the year end | (4,410) | | Net returns on contracts for difference | 4,997 | | Total losses on investments and direct property in the year | (62,342) | (1) The total additions above (£591,506,000) includes scrip dividends included in investment income of £6,981,000 and accrued income in the prior year received as scrip dividends of £1,686,000. The total additions net of scrip dividends is £582,839,000. (2) Disposals on Contracts for difference is the net amounts (received)/paid on the closure of the CFD contracts. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc88 Notes to the financial statements continued 10 Investments held at fair value continued In seeking to achieve its investment objective, the Company invests in the shares and securities of property companies and property related businesses internationally and also in investment property located in the UK. The Company therefore considers that there are two distinct reporting segments, investments and direct property, which are used for evaluating performance and allocation of resources. Contracts for difference are used to gain long exposure to listed property companies, the net receivable or payable position is therefore regarded as part of the investments reporting segment. To enable the board to monitor the performance of the portfolio, it receives information on the two segments on a regular basis. Whilst income streams and direct property costs can be attributed to the reporting segments, general administrative expenses cannot be split to allow a profit for each segment to be determined. The assets for each segment are shown on page 87 and revenues in notes 2 and 3. The Company received £559,336,000 (2024: £455,539,000) from physical investments. The book cost of these investments when they were purchased was £552,798,000 (2024: £434,762,000). Included in the additions and disposals of investments figures are transaction costs, including stamp duty and commission, of £1,409,000 (2024: £881,000) on the purchase of investments, transaction costs on the sale of investments of £286,000 (2024: £245,000), and within the additions of direct property, costs of £297,000 associated with the purchase of new properties in the year and on-going capital expenditure of £1,377,000 (2024: £667,000). Movement in unrealised appreciation/(depreciation) at the year end includes amounts in respect of rent free periods. 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. Included within disposals are net amounts received of £9,407,000 (2024: received £15,283,000) on CFD positions closed during the year. The appreciation/(depreciation) in contracts for difference relates to the movement in fair value in the year. c) Geographical segment reporting | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Movement in | | | | | | | Realised | unrealised | | | | Valuation | | | gains/ | (depreciation)/ | Valuation | | | 31 March | | | (losses) | appreciation | 31 March | | | 2024 | Additions (1) | Disposals | in the year | at year end | 2025 | | | £’000 | £’000 | £’000 | £'000 | £'000 | £’000 | | UK listed equities | 373,675 | 207,604 | (164,302) | 10,366 | (38,548) | 388,795 | | UK unlisted equities | 2,892 | - | (1,059) | 1,059 | (2,892) | - | | UK direct property | 38,388 | 21,932 | - | (9) | 1,208 | 61,519 | | UK contracts for difference (2) | 2,361 | - | (1,430) | 1,430 | (1,851) | 510 | | | 417,316 | 229,536 | (166,791) | 12,846 | (42,083) | 450,824 | | Continental European listed equities | 697,152 | 361,970 | (384,568) | (14,285) | (24,238) | 636,031 | | European contracts for difference (2) | 3,737 | - | (7,977) | 7,977 | (2,559) | 1,178 | | | 1,118,205 | 591,506 | (559,336) | 6,538 | (68,880) | 1,088,033 | (1) The total additions above (£591,506,000) includes scrip dividends included in investment income of £6,981,000 and accrued income in the prior year received as scrip dividends of £1,686,000. The total additions net of scrip dividends is £582,839,000. (2) Disposals on the Contracts for difference is the net amounts (received)/paid on the closure of the CFD contracts. d) Substantial share interests The Group held interests in 3% or more of any class of capital in five companies (2024: five companies) in which it invests. None of these investments are considered significant in the context of these financial statements. See note 20 on pages 101 and 102 for further details of subsidiary investments. e) Fair value of financial assets and liabilities Financial assets and financial liabilities are carried in the Balance Sheet either at their fair value (investments) or the balance sheet amount is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals and cash at bank). ![]() Annual Report & Accounts 2025 89 Fair value hierarchy disclosures Accounting standards recognise a hierarchy of fair value measurements for financial instruments 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). The classification of financial instruments and investment properties depends on the lowest significant applicable input, as follows: Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities, including investments listed on recognised exchanges. Level 2 – other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly, including forward foreign exchange trades, Contracts for Difference, and equity investments with no recent trading history. Level 3 – techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data, including direct property and unlisted investments. The valuation techniques used by the Group are explained in the accounting policies in notes 1(f) and 1(g). The table below sets out fair value measurements using IFRS 13 fair value hierarchy, including investment property to show the fair value of the complete investment portfolio. Financial assets/(liabilities) at fair value through profit or loss | | | | | | | --- | --- | --- | --- | --- | | | Level 1 | Level 2 | Level 3 | Total | | At 31 March 2025 | £'000 | £'000 | £'000 | £'000 | | Equity investments | 1,024,826 | - | - | 1,024,826 | | Investment properties | - | - | 61,519 | 61,519 | | | 1,024,826 | - | 61,519 | 1,086,345 | | Contracts for difference | - | 1,688 | - | 1,688 | | | 1,024,826 | 1,688 | 61,519 | 1,088,033 | | Foreign exchange forward contracts | - | 80 | - | 80 | | | 1,024,826 | 1,768 | 61,519 | 1,088,113 | | | | | | | | --- | --- | --- | --- | --- | | | Level 1 | Level 2 | Level 3 | Total | | At 31 March 2024 | £’000 | £’000 | £’000 | £’000 | | Equity investments | 1,070,827 | - | 2,892 | 1,073,719 | | Investment properties | - | - | 38,388 | 38,388 | | | 1,070,827 | - | 41,280 | 1,112,107 | | Contracts for difference | - | 6,098 | - | 6,098 | | | 1,070,827 | 6,098 | 41,280 | 1,118,205 | | Foreign exchange forward contracts | - | 14 | - | 14 | | | 1,070,827 | 6,112 | 41,280 | 1,118,219 | The table above represents the Group's fair value hierarchy. As at 31 March 2025, the Group held no unlisted investments (2024: 2) (see note 11.6). As at 31 March 2025, there were no level 2 equity investments (2024: none) (see note 11.6) The Company's fair value hierarchy is identical except for the inclusion of the fair value of the investment in subsidiaries which at 31 March 2025 was £36,260,000 (2024: £36,276,000). These have been categorised as level 3 in both years. The movement in the year of £16,000 (2024: £16,000) is the change in fair value in the year. The total financial assets at fair value for the Company at 31 March 2025 was £1,122,605,000 (2024: £1,148,383,000). Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc90 Notes to the financial statements continued 10 Investments held at fair value continued Reconciliation of movements in financial assets categorised as level 3 At 31 March 2025 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Movement in | | | | | | | | unrealised | | | | | | | Realised gains/ | (depreciation)/ | | | | 31 March | | | (losses) | appreciation | 31 March | | | 2024 | Additions | Disposals | in the year | at year end | 2025 | | | £’000 | £’000 | £’000 | £'000 | £'000 | £'000 | | Unlisted investments | 2,892 | - | (1,059) | 1,059 | (2,892) | - | | Investment properties | | | | | | | | - Industrial | 38,388 | 21,932 | - | (9) | 1,208 | 61,519 | | | 41,280 | 21,932 | (1,059) | 1,050 | (1,684) | 61,519 | All appreciation/(depreciation) as stated above relates to movements in fair value of unlisted equity investments and investment properties held at 31 March 2025. Sensitivity information for Investment Property Valuations The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of investment properties are: | | | | | | | --- | --- | --- | --- | --- | | | Weighted average estimated | | | | | | rental value | | Weighted average | | | | (per square foot) | | capitalisation rates | | | | 2025 | 2024 | 2025 | 2024 | | Investment property | £23.96 | £25.60 | 5.8% | 5.4% | Significant increases (decreases) in estimated rental value and rent growth in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in long-term vacancy rate in isolation would result in a significantly lower (higher) fair value measurement. There are interrelationships between the yields and rental values as they are partially determined by market rate condition. The sensitivity of the valuation to changes in inputs of investment property are shown below: | | | | | --- | --- | --- | | | 2025 | 2024 | | Estimated movement in fair value of investment properties arising from | £’000 | £’000 | | Increase in rental value by 5% | 2,899 | 1,888 | | Decrease in rental value by 5% | (2,872) | (1,920) | | Increase in yield by 0.5% | (5,155) | (3,534) | | Decrease in yield by 0.5% | 6,196 | 4,231 | Investment property has not been shown by sector as the portfolio consists of all industrial property, with the exception of one small ancillary retail unit. No impairment losses have been recognised as at 31 March 2025. ![]() Annual Report & Accounts 2025 91 11 Financial instruments Risk management policies and procedures The Group invests in equities and other instruments for the long term in the pursuit of the Investment Objectives set out on page 32. The Group is exposed to a variety of risks that could result in either a reduction or an increase in the profits available for distribution by way of dividends. The principal risks the Group faces in its portfolio management activities are: • Market risk (comprising price risk, currency risk and interest rate risk) • Liquidity risk • Credit risk The Manager's policies and processes for managing these risks are summarised on pages 36 to 39 and have been applied throughout the year. 11.1 Market price risk By the very nature of its activities, the Group's investments are exposed to market price fluctuations. Management of the risk The Manager runs a diversified portfolio and reports to the Board on the portfolio activity and performance at each Board meeting. The Board monitors the investment activity and strategy to ensure it is compatible with the stated objectives. The Group's exposure to changes in market prices on its quoted equity investments, CFDs and investment property portfolio, was as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £'000 | £’000 | | Equity investments held at fair value | 1,024,826 | 1,073,719 | | Investment properties | 61,519 | 38,388 | | CFD long gross exposure | 132,508 | 120,549 | | Total Investment Exposure | 1,218,853 | 1,232,656 | For further analysis of the investment exposure, see page 25. Concentration of exposure to price risks As set out in the Investment Policies on page 33, there are guidelines to the amount of exposure to a single company, geographical region or direct property. These guidelines ensure an appropriate spread of exposure to individual or sector price risks. As an investment company dedicated to investment in the property sector, the Group is exposed to price movements across the property asset class as a whole. Price risk sensitivity The following table illustrates the sensitivity of the profit after taxation for the year and the value of shareholders’ funds to an increase or decrease of 15% in the fair values of the Group’s equity, fixed interest, CFD and direct property investments. The level of change is consistent with the illustration shown in the previous year. The sensitivity is based on the Group’s equity, fixed interest, CFD and direct property exposure at each balance sheet date, with all other variables held constant. This level of change is considered to be reasonably possible based on observation of current market conditions. | | | | | | | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2024 | 2024 | | | Increase | Decrease | Increase | Decrease | | | in fair value | in fair value | in fair value | in fair value | | | £'000 | £'000 | £’000 | £’000 | | Revenue return | (70) | 70 | (71) | 71 | | Capital return | 163,021 | (163,021) | 167,542 | (167,542) | | Change to the profit after tax for the year/shareholders’ funds | 162,951 | (162,951) | 167,471 | (167,471) | | Change to total earnings per Ordinary | | | | | | share | 51.35p | (51.35)p | 52.77p | (52.77)p | Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc92 Notes to the financial statements continued 11 Financial instruments continued 11.2 Currency risk A proportion of the Group's portfolio is invested in overseas securities and their sterling value can be significantly affected by movements in foreign exchange rates. Management of the risk The Board receives a report at each Board meeting on the proportion of the investment portfolio held in sterling, euros or other currencies. The Group may sometimes hedge foreign currency movements outside the Eurozone by funding investments in overseas securities with unsecured loans denominated in the same currency or through forward currency contracts. Cash deposits are held in sterling and/or euro denominated accounts. Foreign currency exposure The following table sets out the Group’s total exposure to foreign currency risk and the net exposure to foreign currencies of the net monetary assets and liabilities: | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | Swedish | | | | | Sterling | Euro | Krona | Other | Total | | 2025 | £'000 | £'000 | £'000 | £'000 | £'000 | | Receivables (due from brokers, dividends | | | | | | | and other income receivable) | 3,018 | 60,088 | 2 | 1,815 | 64,923 | | Cash at bank and on deposit | 5,041 | 1,519 | 1,022 | 4,094 | 11,676 | | Bank loans, loan notes and overdrafts | - | (108,791) | - | - | (108,791) | | Payables (due to brokers, accruals and other payables) | (2,163) | (642) | - | - | (2,805) | | FX forwards | (120,348) | 42,552 | 39,825 | 38,051 | 80 | | Total foreign currency exposure on net | | | | | | | monetary items | (114,452) | (5,274) | 40,849 | 43,960 | (34,917) | | Equity investments held at fair value | 388,795 | 445,627 | 117,881 | 72,523 | 1,024,826 | | Investment properties | 61,519 | - | - | - | 61,519 | | Non-current assets | 1,809 | - | - | - | 1,809 | | Non-current liabilities | (15,000) | - | - | - | (15,000) | | Total currency exposure | 322,671 | 440,353 | 158,730 | 116,483 | 1,038,237 | | Currency exposure (% terms) | 31.1% | 42.4% | 15.3% | 11.2% | 100.0% | | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | Swedish | | | | | Sterling | Euro | Krona | Other | Total | | 2024 | £’000 | £’000 | £’000 | £’000 | £'000 | | Receivables (due from brokers, dividends | | | | | | | and other income receivable) | 1,060 | 52,930 | 2,893 | 1,315 | 58,198 | | Cash at bank and on deposit | 13,473 | 2,913 | 221 | 2,538 | 19,145 | | Payables (due to brokers, accruals and other payables) | (11,442) | (4,430) | (1,244) | - | (17,116) | | FX forwards | (40,154) | 46,707 | (14,358) | 7,819 | 14 | | Total foreign currency exposure on net | | | | | | | monetary items | (37,063) | 98,120 | (12,488) | 11,672 | 60,241 | | Equity investments held at fair value | 376,567 | 413,441 | 192,647 | 91,064 | 1,073,719 | | Investment properties | 38,388 | - | - | - | 38,388 | | Non-current assets | 903 | - | - | - | 903 | | Non-current liabilities | (15,000) | (42,748) | - | - | (57,748) | | Total currency exposure | 363,795 | 468,813 | 180,159 | 102,736 | 1,115,503 | | Currency exposure (% terms) | 32.6% | 42.0% | 16.2% | 9.2% | 100.0% | ![]() Annual Report & Accounts 2025 93 11 Financial instruments continued Foreign currency sensitivity Based on the financial assets and liabilities held and the exchange rates applying at the Balance Sheet date, a weakening or strengthening of sterling against other currencies by 15% would have the following approximate effect on returns attributable to Shareholders and on the NAV per share: This level of percentage change is deemed reasonable based on the average market volatility in exchange rates in recent years. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Year ended March 2025 | | | Year ended March 2024 | | | | | Revenue | Capital | Total | Revenue | Capital | Total | | | Return | Return | Return | Return | Return | Return | | Strengthening of sterling | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Euro | (2,930) | (57,499) | (60,429) | (3,459) | (61,550) | (65,009) | | Swedish Krona | (247) | (20,680) | (20,927) | (325) | (23,461) | (23,786) | | Other currencies | (350) | (9,447) | (9,797) | (346) | (13,382) | (13,728) | | Net earnings attributable to Shareholders | (3,527) | (87,626) | (91,153) | (4,130) | (98,393) | (102,523) | | Change to earnings per Ordinary | | | | | | | | share | (1.11)p | (27.61)p | (28.72)p | (1.30)p | (31.01)p | (32.31)p | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Year ended March 2025 | | | Year ended March 2024 | | | | | Revenue | Capital | Total | Revenue | Capital | Total | | | Return | Return | Return | Return | Return | Return | | Weakening of sterling | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Euro | 3,799 | 77,835 | 81,634 | 4,523 | 83,307 | 87,830 | | Swedish Krona | 292 | 27,995 | 28,287 | 371 | 31,767 | 32,138 | | Other currencies | 447 | 12,788 | 13,235 | 435 | 18,115 | 18,550 | | Net earnings attributable to Shareholders | 4,538 | 118,618 | 123,156 | 5,329 | 133,189 | 138,518 | | Change to earnings per Ordinary | | | | | | | | share | 1.43p | 37.38p | 38.81p | 1.68p | 41.97p | 43.65p | 11.3 Interest rate risk Interest rate movements may affect: • the fair value of any investments in fixed interest securities; • the fair value of the loan notes; • the level of income receivable from cash at bank and on deposit; • the level of interest expense on any variable rate bank loans; and • the prices of the underlying securities held in the portfolios. Management of the risk The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. Property companies usually have borrowings themselves and the level of gearing and structure of its debt portfolio is a key factor when assessing the investment in a property company. The Group has fixed and has had variable rate borrowings during the year. The interest rates on the loan notes is floating, details are set out in note 13. In addition to the loan notes the Group has unsecured, multi-currency revolving loan facilities which carry variable rates of interest based on the currencies drawn, plus a margin. At the balance sheet date the undrawn amount from these facilities totalled £23.0m (2024: £90.0m). Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc94 Notes to the financial statements continued 11 Financial instruments continued Management of the risk continued The Manager considers both the level of debt on the balance sheet of the Group (i.e. the loan notes and any bank loans drawn) and the "see-through" gearing, taking into account the assets and liabilities of the underlying investments, when considering the investment portfolio. These gearing levels are reported regularly to the Board. The majority of the Group's investment portfolio is non-interest bearing. As a result the Group's financial assets are not directly subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates. Interest rate exposure The exposure at 31 March of financial assets and financial liabilities to interest rate risk is shown by reference to: • floating interest rates: when the interest rate is due to be re-set; • fixed interest rates: when the financial instrument is due to be repaid. | | | | | | | --- | --- | --- | --- | --- | | | Interest | | 2025 | 2024 | | Financial assets/(liabilities) | Rate Type | Interest Rate Basis | £'000 | £'000 | | Assets: | | | | | | Collateral exposure | Floating | Margin plus SONIA or currency equivalent | 64,115 | 57,468 | | Liabilities: | | | | | | Loan notes exposure | Fixed | €50m and £15m at 1.92% and 3.59% | (56,843) | (57,748) | | | | respectively | | | | Multi-currency loan exposure | Floating | Margin plus SONIA or currency equivalent | (66,948) | - | The year end amounts are not representative of the exposure to interest rates during the year as the level of exposure changes as investments are made in fixed interest securities and contracts for difference, borrowings are drawn down and repaid, and the mix of borrowings between floating and fixed interest rates changes. Interest rate sensitivity Based on the financial assets and liabilities held, and the interest rates pertaining, at each Balance Sheet date, a decrease or increase in interest rates by 2% would have the following approximate effects on the revenue and capital earnings after tax and on the NAV. This level of change is deemed reasonable based on interest rate movements in recent years. | | | | | | | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2024 | 2024 | | | 2% | 2% | 2% | 2% | | | Increase | Decrease | Increase | Decrease | | | in fair value | in fair value | in fair value | in fair value | | | £'000 | £'000 | £'000 | £'000 | | Revenue return | 497 | (497) | 645 | (645) | | Capital return | (1,393) | 1,393 | (650) | 650 | | Change in the profit after tax for the year / shareholders funds | (896) | 896 | (5) | 5 | | Change to total earnings per Ordinary | | | | | | share | (0.28)p | 0.28p | (0.00)p | 0.00p | This assessment does not take into account the impact of interest rate changes on the market value of the investments the Group holds. 11.4 Liquidity risk Unlisted investments in the portfolio are subject to liquidity risk. The Group held no unquoted investments at the year end (see note 11.6). In certain market conditions, the liquidity of direct property investments may be reduced. At 31 March 2025, 6% (2024: 3%) of the Group's investment portfolio was held in direct property investments, with the remaining 94% (2024: 97%) held in listed securities which are predominantly readily realisable. Bank loan facilities are short term revolving loans that are intended to be renewed or replaced but renewal cannot be certain. Loan notes of €50m and £15m are repayable in February 2026 and 2031 respectively. ![]() Annual Report & Accounts 2025 95 11 Financial instruments continued Debt and Financing maturity profile The table below shows the timing of cash outflows to settle the Group's current liabilities together with anticipated interest costs. | | | | | | | | --- | --- | --- | --- | --- | --- | | | Less than | Within | Within | More than | | | | 1 year | 1-3 years | 3-5 years | 5 years | Total | | At 31 March 2025 | £'000 | £'000 | £'000 | £'000 | £’000 | | Bank loans\* | 66,948 | - | - | - | 66,948 | | Loan notes | 41,843 | - | - | 15,000 | 56,843 | | Projected interest cash flows on bank and loan notes | 1,458 | 1,077 | 1,077 | 539 | 4,151 | | Securities and properties purchased for future settlement | 1,339 | - | - | - | 1,339 | | Accruals and deferred income | 967 | - | - | - | 967 | | Other payables | 10 | - | - | - | 10 | | | 112,565 | 1,077 | 1,077 | 15,539 | 130,258 | | | | | | | | | --- | --- | --- | --- | --- | --- | | | Less than | Within | Within | More than | | | | 1 year | 1-3 years | 3-5 years | 5 years | Total | | At 31 March 2024 | £'000 | £'000 | £'000 | £'000 | £’000 | | Bank loans\* | - | - | - | - | - | | Loan notes | - | 42,748 | - | 15,000 | 57,748 | | Projected interest cash flows on bank and loan notes | 1,359 | 1,898 | 1,077 | 1,077 | 5,411 | | Securities and properties purchased for future settlement | 5,561 | - | - | - | 5,561 | | Accruals and deferred income | 11,085 | - | - | - | 11,085 | | Other payables | 10 | - | - | - | 10 | | | 18,015 | 44,646 | 1,077 | 16,077 | 79,815 | \* A £60m multicurrency facility with RBS International (London Branch) was renewed for one year in February 2025, €45m (£37.7m) was drawn on this facility at the balance sheet date (2024: £nil). \* A new £30m multicurrency facility with RBS International (London Branch) was entered in to in October 2024, €35m (£29.3m) was drawn on this facility at the balance sheet date. \* A £30m facility with ING expired in July 2024 and was not renewed, £nil was drawn on this facility at 31 March 2024 Management of the risk The Company maintains regular contact with the banks providing revolving facilities and renewal discussions commence well ahead of facility renewal dates. In addition, new opportunities for the provision of debt are explored on an ongoing basis. 11.5 Credit risk The failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Group suffering a loss. At the period end the largest counterparty risk, which the Group was exposed to was within Other receivables and Cash and cash equivalents where the total bank balances held with one counterparty was £52,514,000 (2024: £38,738,000 one counterparty). Management of the risk Investment transactions are carried out with a number of brokers, whose credit standing is reviewed periodically by the Manager, and limits are set on the amount that may be due from any one broker. Cash at bank is only held with banks with high quality external credit ratings. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc96 Notes to the financial statements continued 11 Financial instruments continued Credit risk exposure In summary, compared to the amounts in the Balance Sheet, the maximum exposure to credit risk at 31 March was as follows: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2024 | 2024 | | | Balance | Maximum | Balance | Maximum | | | Sheet | exposure | Sheet | exposure | | | £'000 | £'000 | £’000 | £’000 | | Other receivables | 65,003 | 65,003 | 58,212 | 58,212 | | Cash and cash equivalents | 11,676 | 11,676 | 19,145 | 19,145 | | | 76,679 | 76,679 | 77,357 | 77,357 | Where the receivables of the Group are exposed to credit risk, the requirement for impairment is assessed at each year end. For all receivables, in the table above, no impairment has been recognised in relation to expected credit losses as the impact of these losses is immaterial as at 31 March 2025 (31 March 2024: no impairment). Offsetting disclosures In order to better define its contractual rights and to secure rights that will help the Group mitigate its counterparty risk, the Group may enter into an International Swaps and Derivatives Association ("ISDA") Master Agreement or similar agreement with its OTC derivative contract counterparties. An ISDA Master Agreement is an agreement between the Group and the counterparty that governs OTC derivatives and foreign exchange contracts and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Group has a contractual right to offset with the counterparty certain derivative financial instruments payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events. The disclosures set out in the following table includes financial assets and financial liabilities that are subject to an enforceable master netting arrangement or similar agreement. At the balance sheet date, the Group’s derivative assets and liabilities (by type and counterparty) are as follows: | | | | | | | --- | --- | --- | --- | --- | | | | 2025 | 2024 | | | | Net amounts | | Net amounts | | | | of financial | | of financial | | | | assets/ | | assets/ | | | | (liabilities) | | (liabilities) | | | | presented in the | Cash collateral | presented in the | Cash collateral | | | balance sheet | pledged | balance sheet | pledged | | | £'000 | £'000 | £’000 | £’000 | | CFD positions: | | | | | | Goldman Sachs | 1,533 | 52,430 | 6,098 | 38,233 | | Morgan Stanley | - | - | n/a | n/a | | UBS | 155 | 9 | n/a | n/a | | Total CFD positions | 1,688 | 52,439 | 6,098 | 38,233 | | FX forward contracts: | | | | | | HSBC | 80 | - | 14 | - | ![]() Annual Report & Accounts 2025 97 11 Financial instruments continued 11.6 Fair values of financial assets and financial liabilities Except for the loan notes which are measured at amortised cost (refer to Note 13), the fair values of the financial assets and financial liabilities are either carried in the balance sheet at their fair value (investments) or the balance sheet amount is a reasonable approximation of fair value (other receivables, other payables, cash at bank and bank overdrafts, accruals and prepayments). The fair values of the listed investments are derived from the closing price or last traded price at which the securities are quoted on the London Stock Exchange and other recognised exchanges. The fair value of contracts for difference are based on the underlying listed investment value as set out above and the amount due from or to the counterparty under the contract is recorded as an asset or liability accordingly, which is disclosed in Note 13 for the current year. The fair values of the properties are derived from an open market (Red Book) valuation of the properties on the Balance Sheet date by an independent firm of valuers (Knight Frank). The amounts of change in fair value for investments including net returns on CFDs recognised in the consolidated profit or loss for the year was a loss of £62,342,000 (2024: £177,510,000 gain). There were no unlisted investments at the balance sheet date (2024: Atrato and Ediston Property, £2,892,000). In the Parent Company accounts there are investments of £36,304,000 (2024: £36,320,000) in unlisted subsidiaries which are classified as level 3. The Manager sets guidelines for the maximum exposure of the portfolio to unquoted and direct property investments. These are set out in the Investment Policies on page 31. All unquoted investments with a value over £1m and direct property investments with a value over £5 million must be approved by the Board for purchase. 11.7 Capital management policies and procedures The Group's capital management objectives are: • to ensure that it will be able to continue as a going concern; and • to maximise the total return to its equity shareholders through an appropriate balance of equity capital and debt. The equity capital of the Group at 31 March 2025 consisted of called up share capital, share premium, capital redemption and revenue reserves totalling £1,038,237,000 (2024: £1,115,503,000). The Group does not regard the loan notes and loans as permanent capital. The loan notes agreement requires compliance with a set of financial covenants, including: • Total Borrowings shall not exceed 33% of Adjusted Net Asset Value; • the Adjusted Total Assets shall at all times be equivalent to a minimum of 300% of Total Borrowings; and • the Adjusted NAV shall not be less than £260,000,000. The Company and Group complied with the terms of the loan notes agreement throughout the year. 12 Other receivables | | | | | | | --- | --- | --- | --- | --- | | | Group | Company | Group | Company | | | 2025 | 2025 | 2024 | 2024 | | Amounts falling due within one year: | | | | | | Securities and properties sold for future settlement | - | - | 2,891 | 2,891 | | Foreign exchange forward contracts | | | | | | for settlement | 80 | 80 | 14 | 14 | | Tax recoverable | 4,718 | 4,718 | 4,396 | 4,396 | | Prepayments and accrued income 1 | 5,640 | 5,640 | 5,258 | 5,258 | | Amounts receivable in respect of Contracts for difference | 1,854 | 1,854 | 6,099 | 6,099 | | CFD margin cash | 52,439 | 52,439 | 38,323 | 38,323 | | Other receivables | 272 | 277 | 1,231 | 1,236 | | | 65,003 | 65,008 | 58,212 | 58,217 | 1 Includes amounts in respect of rent free periods. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc98 Notes to the financial statements continued 13 Current and non-current liabilities | | | | | | | --- | --- | --- | --- | --- | | | Group | Company | Group | Company | | | 2025 | 2025 | 2024 | 2024 | | | £'000 | £'000 | £’000 | £’000 | | Current liabilities | | | | | | Loan Notes EUR 1.92% 2026 | 41,843 | 41,843 | - | - | | Bank loans and overdrafts | 66,948 | 66,948 | - | - | | Securities and properties purchased | | | | | | for future settlement | 1,339 | 1,339 | 5,561 | 5,561 | | Amounts due to subsidiaries | - | 36,304 | - | 36,320 | | Amounts payable in respect of Contracts for Difference | 166 | 166 | 1 | 1 | | Tax payable | 2 | - | 459 | 457 | | Accruals and deferred income | 1,288 | 1,259 | 11,085 | 11,056 | | Other payables | 10 | - | 10 | - | | | 111,596 | 147,859 | 17,116 | 53,395 | | Non-current liabilities | | | | | | Loan Notes EUR 1.92% 2026 | - | - | 42,748 | 42,748 | | Loan Notes GBP 3.59% 2031 | 15,000 | 15,000 | 15,000 | 15,000 | | | 15,000 | 15,000 | 57,748 | 57,748 | Loan Notes On the 10th February 2016, the Company issued 1.92% Unsecured Euro 50,000,000 Loan Notes and 3.59% Unsecured GBP 15,000,000 Loan Notes which are due to be redeemed at par on the 10th February 2026 and 10th February 2031 respectively. At the balance sheet date the fair value of the 1.92% Euro Loan Notes was £41,843,000 (2024: £42,806,000) and the 3.59% GBP Loan Notes was £14,286,000 (2024: £14,292,000). Using the IFRS 13 fair value hierarchy the Loan Notes are deemed to be categorised within Level 2. Multi-currency revolving loan facilities The Group also has unsecured, multi-currency, revolving short-term loan facilities totalling £90,000,000 (2024: £90,000,000). At the balance sheet date, £66,948,000 was drawn on these facilities (2024: £nil). The covenants for these facilities have all been met during the year. The maturity of these facilities is shown in note 11.4. Reconciliation of liabilities arising from financing activities | | | | | | --- | --- | --- | --- | | | Loan notes | Bank loans | Total | | Group and Company | £'000 | £'000 | £'000 | | Opening liabilities from financing activities at 31 March 2024 | 57,748 | - | 57,748 | | Cash flows: | | | | | Drawdown of bank loans | - | 115,356 | 115,356 | | Repayment of bank loans | - | (48,233) | (48,233) | | Non Cash flows: | | | | | Movement on foreign exchange | (905) | (175) | (1,080) | | Closing liabilities from financing activities at 31 March 2025 | 56,843 | 66,948 | 123,791 | ![]() Annual Report & Accounts 2025 99 14 Called up share capital Ordinary share capital The balance classified as ordinary share capital includes the nominal value proceeds on the issue of the ordinary equity share capital comprising ordinary shares of 25p. | | | | | --- | --- | --- | | | | Issued, allotted | | | Number | and fully paid £'000 | | Ordinary shares of 25p | | | | At 1 April 2024 | 317,350,980 | 79,338 | | At 31 March 2025 | 317,350,980 | 79,338 | The voting rights are disclosed in the Report of the Directors on page 48. During the year, the Company made no market purchases of ordinary shares of 25p each for cancellation or to be held in treasury (2024: none). Since 31 March 2025 no Ordinary shares have been purchased and cancelled. 15 Share premium account and capital redemption reserve Share premium account The balance classified as share premium includes the premium above nominal value from the proceeds on issue of the equity share capital comprising ordinary shares of 25p. Capital redemption reserve The capital redemption reserve is used to record the amount equivalent to the nominal value of purchases of the Company's ordinary shares in order to maintain the Company's capital. 16 Retained earnings | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Revenue reserve | | Capital Reserve | | Total retained earnings | | | Group | Company | Group | Company | Group | Company | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Movements in the year: | | | | | | | | Realised losses on listed and unlisted | | | | | | | | investments sold in the year (note 10) | - | - | (2,869) | (2,869) | (2,869) | (2,869) | | Movement in unrealised gains/(losses) on investments held at the year end (note 10) | - | - | (64,470) | (64,486) | (64,470) | (64,486) | | Net returns on contracts for difference | | | | | | | | (notes 2 and 10) | 6,156 | 6,156 | 4,997 | 4,997 | 11,153 | 11,153 | | Net movement in foreign exchange gains | - | - | 346 | 346 | 346 | 346 | | Total Income (notes 2, 3 and 4) | 46,864 | 46,864 | - | - | 46,864 | 46,864 | | Total operating expenses (notes 5 and 6) | (3,038) | (3,022) | (5,993) | (5,993) | (9,031) | (9,015) | | Finance costs (note 7) | (1,873) | (1,873) | (5,622) | (5,622) | (7,495) | (7,495) | | Taxation (note 8) | (6,907) | (6,907) | 4,968 | 4,968 | (1,939) | (1,939) | | Return attributable to Shareholders | 41,202 | 41,218 | (68,643) | (68,659) | (27,441) | (27,441) | | Dividends paid in the year (note 17) | (49,825) | (49,825) | - | - | (49,825) | (49,825) | | Balance as at 31 March 2024 | 61,808 | 69,764 | 887,224 | 879,268 | 949,032 | 949,032 | | Balance as at 31 March 2025 | 53,185 | 61,157 | 818,581 | 810,609 | 871,766 | 871,766 | The Group and Company capital reserves include unrealised losses of £11,364,000 for the group and £6,927,000 for the Company (2024: gains of £56,961,000 for the Group and £75,268,000 for the Company) arising from investments held at year-end. The realised capital reserves are distributable by way of a dividend to shareholders or utilised for the repurchase of share capital, net of any unrealised gains/(losses) on investments held. The revenue reserve represents accumulated revenue profits from which annual dividends are paid. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc100 17 Dividends | | | | | | | --- | --- | --- | --- | --- | | | | | 2025 | 2024 | | Dividends paid in the year on Ordinary shares | Record date | Payment date | £'000 | £'000 | | Final dividend for the year ended 31 March 2023 of 9.85p | 30-Jun-23 | 01-Aug-23 | - | 31,259 | | Interim dividend for the year ended 31 March 2024 of 5.65p | 15-Dec-23 | 11-Jan-24 | - | 17,931 | | Final dividend for the year ended 31 March 2024 of 10.05p | 28-Jun-24 | 01-Aug-24 | 31,894 | - | | Interim dividend for the year ended 31 March 2025 of 5.65p | 13-Dec-24 | 10-Jan-25 | 17,931 | - | | | | | 49,825 | 49,190 | | | | | | | | --- | --- | --- | --- | --- | | | | | 2025 | 2024 | | Dividends paid/payable in the year on Ordinary shares | Record date | Payment date | £'000 | £'000 | | Interim dividend for the year ended 31 March 2024 of 5.65p | 15-Dec-23 | 11-Jan-24 | - | 17,931 | | Final dividend for the year ended 31 March 2024 of 10.05p | 28-Jun-24 | 01-Aug-24 | - | 31,894 | | Interim dividend for the year ended 31 March 2025 of 5.65p | 13-Dec-24 | 10-Jan-25 | 17,931 | - | | Final dividend for the year ended 31 March 2025 of 10.25p | 27-Jun-25 | 30-Jul-25 | 32,528 | - | | | | | 50,459 | 49,825 | The Directors have proposed a final dividend in respect of the year ended 31 March 2025 of 10.25p payable on 30 July 2025 to all shareholders on the register at close of business on 27 June 2025. The final dividend has not been included as a liability in these financial statements in accordance with IAS 10 "Events after the reporting period". The total dividends paid and payable in respect of the financial year for the purposes of the income retention test for Section 1159 of the Corporation Tax Act 2010 are shown in the second table above. 18 Net asset value per ordinary share Net asset value per Ordinary share is based on the net assets attributable to Ordinary shares of £1,038,237,000 (2024: £1,115,503,000) and on 317,350,980 (2024: 317,350,980) Ordinary shares in issue at the year end. 19 Commitments and contingent liabilities At 31 March 2025 the Group had capital commitments of £53,000 (2024: £190,000) but no contingent liabilities (2024: nil). Notes to the financial statements continued ![]() Annual Report & Accounts 2025 101 20 Subsidiaries The Group has the following principal subsidiaries, all of which are registered and operating in Scotland, England and Wales: | | | | | --- | --- | --- | | Name | Reg. Number | Principal Activities | | New England Properties Limited | 788895 | Non-trading company | | The Colonnades Limited | 2826672 | Non-trading company | | Showart Limited | 2500726 | Non-trading company | | Trust Union Properties Residential Developments Limited | 2365875 | Non-trading company | | The Property Investment Trust Ltd | 2415846 | Non-trading company | | The Real Estate Investment Trust Limited | 2416015 | Non-trading company | | The Terra Property Investment Trust Limited | 2415843 | Non-trading company | | Trust Union Property Investment Trust Limited | 2416017 | Non-trading company | | Trust Union Properties (Number Five) Limited | 2415839 | Non-trading company | | Trust Union Properties (Number Six) Limited | 2416018 | Non-trading company | | Trust Union Properties (Number Seven) Limited | 2415836 | Non-trading company | | Trust Union Properties (Number Eight) Limited | 2416019 | Non-trading company | | Trust Union Properties (Number Nine) Limited | 2415833 | Non-trading company | | Trust Union Properties (Number Ten) Limited | 2416021 | Non-trading company | | Trust Union Properties (Number Eleven) Limited | 2415830 | Non-trading company | | Trust Union Properties (Number Twelve) Limited | 2416022 | Non-trading company | | Trust Union Properties (Number Thirteen) Limited | 2415818 | Non-trading company | | Trust Union Properties (Number Fourteen) Limited | 2416024 | Non-trading company | | Trust Union Properties (Number Fifteen) Limited | 2416026 | Non-trading company | | Trust Union Properties (Number Seventeen) Limited | 2416027 | Non-trading company | | Trust Union Properties (Number Eighteen) Limited | 2415768 | Non-trading company | | Trust Union Properties (Bayswater) Limited | 2416030 | Property investment | | Trust Union Properties (Cardiff) Limited | 2415772 | Non-trading company | | Trust Union Properties (Theale) Limited | 2416031 | Non-trading company | | Trust Union Properties (Number Twenty-Two) Limited | 2415765 | Non-trading company | | Trust Union Properties (Number Twenty-Three) Limited | 2416036 | Non-trading company | | Skillion Finance Limited | 2420758 | Non-trading company | | Trust Union Finance (1991) Plc | 2663561 | Investment financing | | FGH Developments Limited | 1481476 | Non-trading company | | FGH Developments (Aberdeen) Limited | SC68799 | Non-trading company | | FGH (Newcastle) Limited | 1466619 | Non-trading company | | NEP (1994) Limited | 977481 | Non-trading company | | New England Developments Limited | 1385909 | Non-trading company | | New England Investments Limited | 2613905 | Non-trading company | | New England Retail Properties Limited | 1447221 | Non-trading company | | New England (Southern) Limited | 1787371 | Non-trading company | | Sapco One Limited | 803940 | Non-trading company | | Trust Union Properties Limited | 2134624 | Non-trading company | | Trust Union Finance Limited | 1233998 | Investment holding and finance company | | TR Property Finance Limited | 2415941 | Investment holding and finance company | | Trust Union Properties (South Bank) Limited | 2420097 | Non-trading company | Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() TR Property Investment Trust plc102 20 Subsidiaries continued The Company has provided a guarantee for each of these subsidiaries in order for them to take the exemption from the requirement of an audit, in line with the requirements of S.479A of the Companies Act 2006. All the subsidiaries are fully owned and all the holdings are ordinary shares. All companies have the registered office of 13 Woodstock Street, London, W1C 2AG with the exception of FGH Developments (Aberdeen) Limited which is registered to 50 Lothian Road, Festival Square, Edinburgh EH3 9BY 21 Related party transactions disclosures Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. The balances are interest free, unsecured and repayable on demand. Amounts due by the Company to subsidiaries per note 13 are: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £’000 | £’000 | | The Colonnades Limited | 23,101 | 23,101 | | TR Property Finance Limited | 13,223 | 13,239 | | New England Properties Limited | (20) | (20) | | | 36,304 | 36,320 | Remuneration of key management personnel The remuneration of the Directors, who are the key management personnel of the Company for each of the relevant categories specified in IAS 24: Related Party Disclosures is provided in the audited part of the Directors' Remuneration Report on pages 61 to 63. Directors’ transactions Transactions in shares by Directors are considered to be a related party transaction due to the nature of their role as Directors. Movements in Directors' shareholdings are disclosed within the Directors' Remuneration Report on page 63. 22 Subsequent events There are no events to report that have occurred subsequent to the financial year end. Notes to the financial statements continued ![]() Annual Report & Accounts 2025 103 # Glossary and AIFMD # disclosure Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 104 TR Property Investment Trust plc 1.0 Alternative Performance Measures Alternative Performance Measures are numerical measures of the Company’s current or historical performance, financial position or cash flows, other than the financial measures defined or specified in the Financial Statements. The measures defined below are considered to be Alternative Performance Measures. They are viewed as particularly relevant and are frequently quoted for closed ended investment companies. Key Performance Indicators The Board assesses the performance of the Manager in meeting the Company’s objective against a number of Key Performance Indicators, which are considered to be Alternative Performance Measures. Details of these calculations are set out below. Total Return The NAV Total Return is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Dividends are deemed to be reinvested on the ex-dividend date as this is the protocol used by the Company’s benchmark and other indices. The Share Price Total Return is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date. Ongoing Charges The Ongoing Charges ratio has been calculated in accordance with the guidance issued by the AIC as the total of investment management fees and administrative expenses expressed as a percentage of the average Net Asset Values throughout the year. The definition of administrative expenses does include property related expenses, the Ongoing Charges calculation is shown inclusive and exclusive of these expenses to allow comparison of the direct administrative and management charges with the majority of Investment Trusts which do not hold any direct property investments. ### Alternative Performance Measures, Glossary ### and AIFMD disclosure Year to 31 March 2025 NAV Share Price NAV/share price per share at 31 March 2024 (pence) 351.5 325.0 NAV/share price per share at 31 March 2025 (pence) 327.2 294.0 Change in year (6.9%) (9.5%) Impact of dividends reinvested 4.4% 4.6% Total Return for the year (2.5%) (4.9%) Year to 31 March 2024 NAV Share Price NAV/share price per share at 31 March 2023 (pence) 305.1 279.0 NAV/share price per share at 31 March 2024 (pence) 351.5 325.0 Change in year 15.2% 16.5% Impact of dividends reinvested 5.9% 6.4% Total Return for the year 21.1% 22.9% Year to 31 March 2025 Including Performance Fees £’000 Excluding Performance Fees £’000 Excluding Performance Fees & Direct Property Costs £'000 Managers fees (note 5) 6,996 6,352 6,352 Other administrative expenses (note 6) 2,035 2,035 2,035 Property costs (note 3) 211 211 - Less: Non recurring expenses - - - Net expenses 9,242 8,598 8,387 Average net assets 1,102,145 1,102,145 1,102,145 Ongoing Charges 0.84% 0.78% 0.76% Year to 31 March 2024 Including Performance Fees £’000 Excluding Performance Fees £’000 Excluding Performance Fees & Direct Property Costs £'000 Managers fees (note 5) 16,135 6,053 6,053 Other administrative expenses (note 6) 1,911 1,911 1,911 Property costs (note 3) 357 357 - Less: Non recurring expenses - - - Net expenses 18,403 8,321 7,964 Average net assets 1,016,888 1,016,888 1,016,888 Ongoing Charges 1.81% 0.82% 0.78% ![]() Annual Report & Accounts 2025 105 Net Debt Net debt is the total value of loan notes, loans (including notional exposure to CFDs) less cash as a proportion of net asset value. The net gearing has been calculated as follows: Group 2025 £’000 Group 2024 £’000 Loan notes 56,843 57,748 Bank loans 66,948 - CFD positions (notional exposure) 132,508 120,549 Less: Cash and cash equivalent (11,676) (19,145) Less: Cash collateral (included within ‘Other receivables’ in Note 12) (52,439) (38,323) 192,184 120,829 Equity shareholders’ funds 1,038,237 1,115,503 Net gearing 18.5% 10.8% 2.0 Glossary of terms and definitions AIFMD The Alternative Fund Managers Directive is European legislation which created a European wide framework for regulating the managers of “alternative investment funds” (AIFs). It is designed to regulate any fund which is not a UCITS (Undertakings for Collective Investment in Transferable Securities) fund and which is managed or marketed in the EU. AIC The Association of Investment Companies, the representative body for closed-ended investment companies. Alternative Performance Measure A financial measure of financial performance or financial position other than a financial measure defined or specified in the accounting statements. Key Information Document Under the PRIIPs Regulations a short, consumer friendly Key Information Document is required setting out the key features, risks, rewards and costs of the PRIIP and is intended to assist investors to better understand the Trust and make comparisons between Trusts. The document includes estimates of investment performance under a number of scenarios. These calculations are prescribed by the regulation and are based purely on recent historical data. It is important for investors to note that there is no judgement applied and these do not in any way reflect the Board or Manager’s views. Key Performance Indicator ('KPI') A KPI is a quantifiable measure that evaluates how successful the Company is in meeting its objectives. The Company’s KPIs are disclosed on pages 34 and 35. MiFID The Markets in Financial Instruments Directive is the EU legislation that regulates firms who provide services to clients linked to “financial instruments” (shares, bonds, units in collective investment schemes and derivatives) and the venues where those instruments are traded. Net Asset Value (NAV) per share The value of total assets less liabilities (including borrowings) divided by the number of shares in issue. Compound Annual Dividend Growth This is calculated by taking the final dividend (a) in the time series, divided by the initial dividend (b) in the period, raised to the power of 1 divided by the number of years (c) in the series. 5 year period: a b c ]]]] 15.90 14.00 5 = 1.9% Premium/(Discount) The amount by which the market price of a share of an investment trust company is higher or lower than the Net Asset Value per share expressed as a percentage of the NAV per share. If the share price is lower than the NAV per share, the shares are trading at a discount and if the share price is higher than the NAV per share the shares are trading at a premium. 2025 pence 2024 pence Net Asset Value per share (a) 327.2 351.5 Share price per share (b) 294.0 325.0 Premium or (Discount) c= (b-a)/a (c) (10.1%) (7.5%) An average premium or discount is calculated by taking the sum of each daily premium and discount for the period under review, divided by the number of days in the given period. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 106 TR Property Investment Trust plc The leverage limits are set by the AIFM and approved by the Board and are in line with the limits set out in the Company’s Articles of Association. This should not be confused with the gearing set out in the Financial Highlights which is calculated under the traditional method set out by the Association of Investment Companies. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings. Leverage exposure Gross method Commitment method Maximum permitted limit 200% 200% Actual 124% 120% 3.0 Alternative investment fund managers directive ('AIFMD') In accordance with the AIFMD, information in relation to the Company’s leverage and remuneration of the Company’s AIFM, Columbia Threadneedle Investment Business Limited, is required to be made available to investors. Detailed regulatory disclosures including those on the AIFM’s remuneration policy are available on the Columbia Threadneedle website or from Columbia Threadneedle on request. The numerical remuneration disclosures in relation to the AIFM’s first relevant accounting period will be made available in due course. Leverage Under the AIFM Directive, it is necessary for AIFs to disclose their leverage in accordance with prescribed calculations. Although leverage is often used as another term for gearing, under the AIFMD leverage is specifically defined. Two types of leverage calculations are defined; the gross and commitment methods. These methods summarily express leverage as a ratio of the exposure of the AIF against its net asset value. ‘Exposure’ typically includes debt, the value of any physical properties subject to mortgage, non-sterling currency, equity or currency hedging at absolute notional values (even those held purely for risk reduction purposes, such as forward foreign exchange contracts held for currency hedging) and derivative exposure (converted into the equivalent underlying positions). The commitment method nets off derivative instruments, while the gross method aggregates them. The table below sets out the current maximum permitted limit and the actual level of leverage for the Company as at 31 March 2025: Alternative Performance Measures, Glossary and AIFMD disclosure continued ![]() Annual Report & Accounts 2025 107 # Notice of AGM Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 108 TR Property Investment Trust plc ### Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of TR Property Investment Trust plc (the ‘Company’) will be held at the Royal Automobile Club, 89/91 Pall Mall, London SW1Y 5HS on Wednesday 23 July 2025 at 2.30 pm for the purpose of transacting the following business: To consider and, if thought fit, pass the following Resolutions, of which Resolutions 1 to 11 and Resolution 14 will be proposed as Ordinary Resolutions and Resolutions 12 and 13 shall be proposed as Special Resolutions: 1 To receive the Report of the Directors and the Audited Accounts for the year ended 31 March 2025. 2 To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) for the year ended 31 March 2025. 3 To declare a final dividend of 10.25p per Ordinary share. 4 To re-elect Kate Bolsover as a Director. 5 To re-elect Sarah-Jane Curtis as a Director. 6 To re-elect Tim Gillbanks as a Director. 7 To re-elect Busola Sodeinde as a Director. 8 To re-elect Andrew Vaughan as a Director. 9 To re-appoint KPMG LLP (the ‘Auditor’) as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company. 10 To authorise the Directors to determine the remuneration of the Auditor. Special business Ordinary resolution 11 THAT, in substitution for all such existing authorities, the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to a nominal value of £26,181,455 (being approximately 33% of the total issued share capital of the Company as at the latest practicable date prior to publication of this Notice) provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2026 (or, if earlier, at the close of business on 22 October 2026), save that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offers or agreements as if this authority had not expired. Special resolutions 12 THAT, in substitution for all such existing authorities and subject to the passing of Resolution 11 set out above, the Directors be empowered pursuant to Section 570 and Section 573 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 11 above and/or to sell shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited: (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities: (i) to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary; and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (b) in the case of the authority granted under Resolution 11 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares up to a nominal amount of £7,933,774 (being approximately 10% of the total issued share capital of the Company as at the latest practicable date prior to publication of the notice of meeting), the power given by this resolution shall expire upon the expiry of the authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or agreements before expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. ![]() Annual Report & Accounts 2025 109 13 THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 25p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that: (a) the maximum number of Ordinary shares in the Company hereby authorised to be purchased shall be 14.99% of the Company’s Ordinary shares in issue at the date of the Annual General Meeting (equivalent to 47,570,911 Ordinary shares of 25p each at 6 June 2025, the latest practicable date prior to publication of this Notice); (b) the maximum price (exclusive of expenses) which may be paid for any such share shall not be more than the higher of: (i) 105% of the average of the middle market quotations for an Ordinary share in the Company as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary share in the Company on the trading venue where the purchase is carried out at the relevant time; and (c) the minimum price (exclusive of expenses) which may be paid for an Ordinary share in the Company shall be 25p, being the nominal value per Ordinary share in the Company; the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2026 (or, if earlier, at the close of business on 22 October 2026), save that the Company shall be entitled to enter into a contract to purchase Ordinary shares in the Company which will, or may, be completed or executed wholly or partly after the power expires and the Company may purchase Ordinary shares pursuant to such contract as if the power conferred hereby had not expired. Ordinary resolution 14 THAT the maximum aggregate fees which the Directors are entitled to receive pursuant to Article 88 of the Company's Articles of Association be increased to £400,000 per annum. By Order of the Board For and on behalf of Columbia Threadneedle Investment Business Limited Company Secretary 18 June 2025 Registered Office: Company registered in England and Wales. Company number: 84492 13 Woodstock Street London W1C 2AG We will also be streaming the meeting live on the internet so that those shareholders who cannot attend in person will be able to view the proceedings. You are welcome to view the meeting online by following the broadcast link on our website at: https://www.trproperty.com/ This document is important and requires your immediate attention. If you are in any doubt as to the action you should take you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 110 TR Property Investment Trust plc Notice of Annual General Meeting continued Notes Shareholders intending to attend the AGM are asked to register their intention as soon as practicable by email to the following dedicated address: trpitagm@columbiathreadneedle.com. Shareholders who are not able or do not wish to attend the meeting in person will be able to watch a live webcast of the meeting by following the broadcast link on our website at: https://www.trproperty.com/. This will include the formal business of the meeting, the Manager’s presentation and questions and answers. The webcast will not enable shareholders to participate in the meeting or to vote. However, shareholders will be invited to submit questions through our website, by 12.00 noon on Monday 21 July 2025. Questions may be sent to the following email address: trpitagm@columbiathreadneedle.com. Questions of a very similar nature may be grouped together to ensure the orderly running of the AGM. 1 A member entitled to attend and vote at the meeting convened by the above Notice is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend, speak and vote in his or her place. Shareholders are strongly encouraged to submit their proxy vote in advance of the meeting and to appoint the Chairman of the meeting as their proxy, rather than any other named person who may not be permitted to attend the AGM in the event of restrictions or limits on attendance. A proxy need not be a shareholder of the Company. To appoint more than one proxy, the proxy form should be photocopied and the name of the proxy to be appointed indicated on each proxy form together with the number of shares that such proxy is appointed in respect of. Completion and submission of a proxy instruction will not preclude a member from attending and voting in person at the AGM (subject to any restrictions on physical attendance). To be valid any proxy form or other instrument appointing a proxy must be returned by post, by courier or by hand to the Company’s Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or alternatively, by going to www. eproxyappointment.com and following the instructions provided. All proxies must be appointed by no later than 48 hours before the time of the AGM. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being deemed the most senior). 2 In order to be able to attend and vote at the AGM or any adjourned meeting (and also for the purpose of calculating how many votes a person may cast), a person must have his or her name entered on the Company’s Register of Members by 2.30 pm on 21 July 2025 (or 6.00 pm on the date two days before any adjourned meeting). Changes to entries on the Register of Members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting. Voting will be conducted on a poll at the meeting. On a poll vote every shareholder will through their proxy have one vote for every Ordinary share in the Company of which he or she is the holder. 3 Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish on a website. 4 Any corporation which is a member of the Company can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member provided that they do not do so in relation to the same shares. 5 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with Section 146 of the Act ('Nominated Persons'). Nominated Persons may have a right under an agreement with the registered shareholder who holds 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 shares as to the exercise of voting rights. ![]() Annual Report & Accounts 2025 111 6 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 23 July 2025 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s agent, Computershare Investor Services PLC (CREST Participant ID: 3RA50), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) 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 sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 7 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 proxymity. io. Your proxy must be lodged by 12.00 noon on Monday 21 July 2025 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. 8 Any member attending the meeting (subject to any restrictions in place at the time of the meeting) has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Questions of a very similar nature may be grouped together to ensure the orderly running of the AGM. 9 Unacceptable behaviour on the part of any shareholder attending the AGM will not be tolerated and the Chairman has the right to deal with such behaviour as appropriate. 10 Under section 338 and section 338A of the Act, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the company not later than six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 112 TR Property Investment Trust plc Notice of Annual General Meeting continued 11 As at 6 June 2025 (being the latest practicable day prior to publication of this Notice), the issued share capital of the Company was 317,350,980 Ordinary shares of 25p each and no Ordinary shares were held in treasury. Therefore, the total number of voting rights in the Company at 6 June 2025 was 317,350,980. 12 The terms of reference of the Audit Committee, the Management Engagement Committee and the Nomination & Remuneration Committee and the Directors’ Letters of Appointment will be available for inspection for at least 15 minutes prior to and during the Company’s AGM. 13 You may not use any electronic address provided either in this Notice or any related documents to communicate for any purposes other than those expressly stated. 14 The Company may process personal data of attendees at the Annual General Meeting. This may include webcasts, photos, recording and audio and video links, as well as other forms of personal data. The Company shall process such personal data in accordance with its privacy policy, which can found at www.trproperty.com/ legal. 15 A copy of this Notice, and other information required by Section 311A of the Act, can be found on the Company’s website at: www.trproperty.com ![]() Annual Report & Accounts 2025 113 ### Explanation of Notice of Annual General Meeting Resolutions 1, 2 and 3: Accounts, Directors’ Remuneration Report and dividend These are the resolutions which deal with the presentation of the audited accounts, the approval of the Directors’ Remuneration Report and the declaration of the final dividend. The vote to approve the Remuneration Report is advisory only and will not require the Company to alter any arrangements detailed in the report should the resolution not be passed. The Board is proposing a final dividend for the year ended 31 March 2025 of 10.25p per Ordinary share in the Company. If approved at the AGM, the Company will pay the dividend on 30 July 2025 to those shareholders on the Company’s Register of Members at the close of business on 27 June 2025. Resolutions 4 to 8: Re-election of Directors These resolutions deal with the re-election of Kate Bolsover, Sarah-Jane Curtis, Tim Gillbanks, Busola Sodeinde and Andrew Vaughan. In accordance with the UK Corporate Governance Code, all Directors retire on an annual basis and have confirmed that they will offer themselves for re-election. A performance evaluation has been completed and the Board has determined that each of the Directors continues to be effective and demonstrates their commitment to their role. Their biographical details, which are set out on pages 43 and 44, demonstrate that the Board has the appropriate balance of skills, experience, independence and knowledge to lead the Company. Accordingly, the Board unanimously recommends their re-election. Resolutions 9 and 10: Auditor These deal with the reappointment of the Auditor, KPMG LLP, and the authorisation for the Directors to determine their remuneration. Resolution 11: Allotment of share capital The Board considers it appropriate that an authority be granted to allot shares in the capital of the Company up to a maximum nominal amount of £26,181,455 as stated in the resolution (representing approximately one third of the Company’s issued share capital as at 6 June 2025, being the latest practical date prior to publication of this Notice of the meeting). As at 6 June 2025 the Company does not hold any shares in treasury. The Directors have no present intention of exercising this authority and would only expect to use the authority if shares could be issued at, or at a premium to, the Net Asset Value per share. This authority will expire at the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2026 and close of business on 22 October 2026. Resolution 12: Disapplication of statutory pre-emption rights This Resolution would give the Directors the authority to allot shares (or sell any shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £7,933,774. This aggregate nominal amount represents 10% of the total issued share capital of the Company as at 6 June 2025, the latest practicable date prior to publication of this Notice. If the powers sought by Resolution12 are used in relation to a non-pre- emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Pre-emption Group’s Statement of Principles published in November 2022. This authority will expire at the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2026 and close of business on 22 October 2026. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 114 TR Property Investment Trust plc Resolution 13: Authority to make market purchases of the Company’s Ordinary shares At the AGM held in 2024, a special resolution was passed which gave the Directors authority, until the conclusion of the AGM in 2025, to make market purchases of the Company’s own issued shares up to a maximum of 14.99% of the issued share capital. The Board is proposing that they should be given renewed authority to purchase the Company’s Ordinary shares in the market. It believes that to make such purchases in the market at appropriate times and prices is a suitable method of enhancing shareholder value. The Company would, within guidelines set from time to time by the Board, make either a single purchase or a series of purchases, when market conditions are suitable, with the aim of maximising the benefits to shareholders. Where purchases are made at prices below the prevailing Net Asset Value per share, this will enhance the Net Asset Value for the remaining shareholders. Therefore purchases would only be made at prices below Net Asset Value. The Board considers that it will be most advantageous to shareholders for the Company to be able to make such purchases as and when it considers the timing to be favourable and therefore does not propose to set a timetable for making any such purchases. The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 enable companies in the United Kingdom to hold in treasury any of their own shares they have purchased with a view to possible resale at a future date, rather than cancelling them. Ifthe Company does re-purchase any of its shares, the Directors do not currently intend to hold any of the shares re-purchased in treasury. The shares so re-purchased will be cancelled. The Listing Rules of the Financial Conduct Authority limit the maximum price (exclusive of expenses) which may be paid for any such share. It shall not be more than the higher of: (i) 105% of the average of the middle market quotations for an Ordinary share in the Company as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary share in the Company on the trading venue where the purchase is carried out. The minimum price to be paid will be 25p per Ordinary share in the Company (being the nominal value). The Listing Rules also limit a listed company to purchases of shares representing up to 15% of its issued share capital in the market pursuant to a general authority such as this. For this reason, the Company is limiting its authority to make such purchases to 14.99% of the Company’s Ordinary shares in issue at the date of the AGM; this is equivalent to 47,570,911 Ordinary shares of 25p each (nominal value £11,892,727) as at 6 June 2025, the latest practicable date prior to publication of this Notice. The authority will last until the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, the close of business on 22 October 2026. Resolution 14: Increase maximum aggregate Directors' fees The Board is proposing that the maximum aggregate payable by the Company in Directors' fees in any one year be increased from £300,000 to £400,000. This is to ensure that sufficient headroom is maintained to allow for future increases in fees which are set at a level to attract and retain individuals of a high calibre to the Board. It will also allow for temporary increases in the number of Directors to ensure effective succession planning. The existing aggregate fee limit was approved by shareholders on 22 July 2014. Recommendation The Board believes that the resolutions contained in this Notice of Annual General Meeting are in the best interests of the Company and shareholders as a whole and recommends that you vote in favour of them as your Directors intend to do in respect of their own beneficial shareholdings. Explanation of Notice of Annual General Meeting continued ![]() Annual Report & Accounts 2025 115 # Shareholder # information Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 116 TR Property Investment Trust plc ### Directors and other information Directors K Bolsover (Chairman) S-J Curtis T Gillbanks B Sodeinde A Vaughan Registeredoffice 13 Woodstock Street London W1C 2AG Registered number Registered as an investment company in England and Wales No. 84492 AIFM and Company Secretary Columbia Threadneedle Investment Business Limited Cannon Place 78 Cannon Street London EC4N 6AG Please contact Jonathan Latter for Company Secretarial and administrative matters Portfolio Manager Thames River Capital LLP, authorised and regulated by the Financial Conduct Authority 13 Woodstock Street London W1C 2AG Telephone: 020 3530 6375 Fund Manager M A Phayre-Mudge MRICS Finance Manager and Investor Relations J L Elliott ACA Deputy Fund Manager A Lhonneur Direct Property Manager G P Gay MRICS Registrar Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol BS99 6ZZ Telephone: 0370 707 1355 Shareholders who hold their shares in certificated form can check their holdings with the Registrar, Computershare Investor Services PLC, via www.investorcentre.co.uk. Please note that to gain access to your details on the Computershare site you will need the holder reference number stated on the top left hand corner of your share certificate. Auditor KPMG LLP 15 Canada Square London E14 SGL Stockbrokers Panmure Gordon (UK) Limited, One New Change London EC4M 9AF Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET Solicitors Slaughter and May One Bunhill Row London EC1Y 8YY Depositary, custodian and fund administrator BNP Paribas Securities Services 10 Harewood Avenue London NW1 6AA Website www.trproperty.com Tax advisers PricewaterhouseCoopers LLP Central Square, South Orchard Street Newcastle upon Tyne NE1 3AZ ![]() Annual Report & Accounts 2025 117 ### General Shareholder information Announcement of results The half year results are announced in late November/ early December. The full year results are announced in early June. Annual general meeting The AGM is held in London in July. Dividend payment dates Dividends are usually paid on the Ordinary shares as follows: Interim: January Final: July/August Dividend payments Dividends can be paid to shareholders by means of BACS (Bankers’ Automated Clearing Services); mandate forms for this purpose are available from the Registrar. Alternatively, shareholders can write to the Registrar (the address is given on page 116 of this report) to give their instructions; these must include the bank account number, the bank account title and the sort code of the bank to which payments are to be made. Dividend re-investment plan (‘DRIP’) TR Property Investment Trust plc offers shareholders the opportunity to purchase further shares in the Company through the DRIP. Please note that following Brexit shareholders in the European Economic Area (‘EEA’) are no longer able to participate in the DRIP. DRIP forms may be obtained from Computershare Investor Services PLC through their secure website www.investorcentre. co.uk, or on 0370 707 1355. Charges apply; dealing commission of 1.25% (subject to a minimum of £2.50). Government stamp duty of 0.5% also applies. Share price listings The estimated Net Asset Value and market price of the Company’s Ordinary shares, as well as the discount/ premium, are published daily in The Financial Times. They can also be found on the Company’s website at www.trproperty.com Share price information ISIN GB0009064097 SEDOL 0906409 Bloomberg TRY.LN Reuters TRY.L Datastream TRY Benchmark Details of the benchmark are given in the Strategic Report on page 32 of this Annual Report and Accounts. The benchmark index is published daily and can be found on Bloomberg; FTSE EPRA Nareit Developed Europe Capped Net Total Return Index in sterling Bloomberg: TR0RAG Index Disability Act Copies of this Annual Report and Accounts and other documents issued by the Company are available from the Company Secretary. If needed, copies can be made available in a variety of formats, including Braille, audio tape or larger type as appropriate. You can contact the Registrar, Computershare Investor Services PLC, which has installed textphones to allow speech and hearing impaired people who have their own textphone to contact them directly, without the need for an intermediate operator, by dialling 0870 702 0005. Specially trained operators are available during normal business hours to answer queries via this service. Alternatively, if you prefer to go through a ‘typetalk’ operator (provided by the Royal National Institute for Deaf People) you should dial 18001 followed by the number you wish to dial. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 118 TR Property Investment Trust plc Nominee share code Where notification has been provided in advance, the Company will arrange for copies of shareholder communications to be provided to the operators of nominee accounts. Nominee investors may attend general meetings and speak at meetings when invited to do so by the Chairman. CGT base cost Taxation of capital gains for shareholders who formerly held Sigma shares Upon a disposal of all or part of a shareholder’s holding of Ordinary shares, the impact on the shareholder’s capital gains tax base cost of the conversion to Sigma shares in 2007 and the redesignation to Ordinary shares in 2012 should be considered. In respect of the conversion to Sigma in 2007, agreement was reached with HM Revenue & Customs (‘HMRC’) to base the apportionment of the capital gains tax base cost on the proportion of Ordinary shares that were converted by a shareholder into Sigma shares on 25 July 2007. Therefore, if an Ordinary shareholder converted 20% of their existing Ordinary shares into Sigma shares on 25 July 2007, the capital gains tax base cost of the new Sigma shares acquired would be equal to 20% of the original capital gains tax base cost of the Ordinary shares that they held pre-conversion. The base cost of their remaining holding of Ordinary shares would then be 80% of the original capital gains tax base cost of their Ordinary shares held pre-conversion. As part of the re-designation of the Sigma shares into Ordinary shares in December 2012, a further shareholder’s agreement was reached with HMRC that a shareholders capital gains tax base cost in their new Ordinary shares should be equivalent to their capital gains base cost in the pre-existing Sigma shares (i.e. their capital gains base cost under the existing agreement if applicable). If in doubt as to the consequences of this agreement with HMRC, shareholders should consult with their own professional advisors. General Shareholder Information continued ![]() Annual Report & Accounts 2025 119 ### Investing in TR Property Investment Trust plc Market purchases The Company’s shares are listed and traded on the London Stock Exchange. Investors may purchase shares through their stockbroker, bank or other financial intermediary. Holding shares in certificated form Investors may hold their investment in certificated form. Our registrars, Computershare operate a dealing service which enables investors to buy and sell shares quickly and easily online without a broker or the need to open a trading account. Alternatively the Investor Centre allows investors to manage portfolios quickly and securely, update details and view balances without annual charges. Further details are available by contacting Computershare on 0370 707 1355 or visit www.investorcentre.co.uk. The Company offers shareholders the opportunity to purchase further shares in the company through the Dividend Re-investment Plan (‘DRIP’) through the registrar, Computershare. Shareholders can obtain further information on the DRIP through their secure website www.investorcentre.co.uk, or by phoning 0370707 1694. Charges do apply. Please note that to gain access to your details or register for the DRIP on the Computershare site you will need the holder reference number stated on the top left hand corner of your share certificate. Saving schemes, ISAs and other plans A number of banks and wealth management organisations provide Savings Schemes and ISAs through which UK clients can invest in the Company. ISA and savings scheme providers do charge dealing and other fees for operating the accounts, and investors should read the Terms and Conditions provided by these companies and ensure that the charges best suit their planned investment profile. Most schemes carry annual charges but these vary between provider and product. Where dealing charges apply, in some cases these are applied as a percentage of funds invested and others as a flat charge. The optimum way to hold the shares will be different for each investor depending upon the frequency and size of investments to be made. Details are given below of two providers offering shares in the Company, but there are many other options. Interactive investor (‘ii') Interactive investor provide and administer a range of self-select investment plans, including tax-advantaged ISAs and SIPPs (Self-Invested Personal Pension), and Trading Accounts. For more information, interactive investor can be contacted on 0345 607 6001, or by visiting www.ii.co.uk/ Interactive investor offer investors in the Company and other investment trusts a free online shareholder voting and information service that enables investors to receive shareholder communications and, if they wish, to vote on the shareholdings held in their account. The Company is also on the interactive super 60 rated list. Columbia Threadneedle Management Limited (‘CT’) Columbia Threadneedle offer a number of savings plans for adults and children, from general investment accounts to a range of investment ISAs and a Child Trust Fund. Each product gives you the ability to invest in a range of investment trust companies. For more information see inside the back cover. Columbia Threadneedle can be contacted on 0800 136 420, or visit ctinvest.co.uk. Please remember that the value of your investments and any income from them may go down as well as up. Past performance is not a guide to future performance. You may not get back the amount that you invest. If you are in any doubt as to the suitability of a plan or any investment available within a plan, please take professional advice. Saving Schemes and ISAs transferred from Alliance Trust Savings ('ATS') BNP Paribas Following the acquisition of Alliance Trust Savings by interactive investor, ATS self-directed accounts were transferred to the interactive investor platform on 14thOctober 2019. In 2012 BNP Paribas closed down the part of their business that operated Savings Schemes and ISAs. Investors were given the choice of transferring their schemes to Alliance Trust Savings (‘ATS’) or to a provider of their own choice, or to close their accounts and sell the holdings. If investors did not respond to the letters from BNP Paribas, their accounts were transferred to ATS. Following the acquisition of Alliance Trust Savings by interactive investor, ATS self-directed accounts were transferred to the interactive investor platform on 14October 2019. Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information ![]() 120 TR Property Investment Trust plc Share fraud and boiler room scams Shareholders in a number of Investment Trusts have been approached as part of a share fraud where they are informed of an opportunity to sell their shares as the company is subject to a takeover bid. This is not true and is an attempt to defraud shareholders. The share fraud also seeks payment of a ‘commission’ by shareholders to the parties carrying out the fraud. Shareholders should remain alert to this type of scam and treat with suspicion any contact by telephone offering an attractive investment opportunity, such as a premium price for your shares, or an attempt to convince you that payment is required in order to release a settlement for your shares. These frauds may also offer to sell your shares in companies which have little or no value or may offer you bonus shares. These so called ‘boiler room’ scams can also involve an attempt to obtain your personal and/or banking information with which to commit identity fraud. The caller may be friendly and reassuring or they may take a more urgent tone, encouraging you to act quickly otherwise you could lose money or miss out on a deal. If you have been contacted by an unauthorised firm regarding your shares the FCA would like to hear from you. You can report an unauthorised firm using the FCA helpline on 0800 111 6768 or by visiting their website, which also has other useful information, at www.fca.org.uk. If you receive any unsolicited investment advice make sure you get the correct name of the person and organisation. If the calls persist, hang up. If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme. Please be advised that the Board or the Manager would never make unsolicited telephone calls of such a nature to shareholders. Investing in TR Property Investment Trust plc continued ![]() Annual Report & Accounts 2025 121 ### How to invest #### One of the most convenient ways to invest in TR Property Investment Trust plc is through #### one of the savings plans run by Columbia Threadneedle Investments. CT Individual Savings Account (ISA) You can use your ISA allowance to make an annual tax efficient investment of up to £20,000 for the current tax year with a lump sum from £100 or regular savings from £25 a month. You can also transfer any existing ISAs to Columbia Threadneedle Investments whilst maintaining the tax benefits. CT Child Trust Fund (CTF)\* If your child already has a CTF, you can invest up to £9,000 per birthday year, from £100 lump sum or regular savings from £25 a month. CTFs with other providers can be transferred to Columbia Threadneedle Investments. CT Junior Individual Savings Account (JISA)\* A tax efficient way to invest up to £9,000 per tax year for a child. Contributions start from £100 lump sum or regular savings from £25 a month. JISAs with other providers can be transferred to Columbia Threadneedle Investments. CT General Investment Account (GIA) This is a flexible way to invest in our range of Investment Trusts. There are no maximum contributions, and investments can be made from £100 lump sum or regular savings from £25 a month. CT Lifetime Individual Savings Account (LISA) For those aged 18-39, a LISA could help towards purchasing your first home or retirement in later life. Invest up to £4,000 for the current tax year and receive a 25% Government bonus up to £1,000 per year. Invest with a lump sum from £100 or regular savings from £25 a month. CT Junior Investment Account (JIA) This is a flexible way to save for a child in our range of Investment Trusts. There are no maximum contributions, and the plan can easily be set up under bare trust (where the child is noted as the beneficial owner) or kept in your name if you wish to retain control over the investment. Investments can be made from £100 lump sum or regular savings from £25 a month per account. \* The CTF and JISA accounts are opened in the child’s name and they have access to the account at age 18. \*\* Calls may be recorded or monitored for training and quality purposes. Charges Details of the annual account charge along with other charges that apply can be found on our website www.ctinvest.co.uk. Annual account charge ISA/LISA: £60+VAT GIA: £40+VAT JISA/JIA/CTF: £25+VAT You can pay the annual charge from your account, or by direct debit (in addition to any annual subscription limits). Dealing charges £12 per fund (reduced to £0 for deals placed through the online Columbia Threadneedle Investor Portal) for ISA/GIA/LISA/JIA and JISA. There are no dealing charges on a CTF. Dealing charges apply when shares are bought or sold but not on the reinvestment of dividends or the investment of monthly direct debits. Government stamp duty of 0.5% also applies on the purchase of shares. The value of investments can go down as well as up and youmaynotgetbackyouroriginalinvestment.Taxbenefits depend on your individual circumstances and tax allowances and rules may change. Please ensure you have read the full Terms and Conditions, Privacy Policy and relevant Key Features documents before investing. For regulatory purposes, please ensure you have read the Pre-sales Cost & Charges disclosure related to the product you are applying for, and the relevant Key Information Documents (KIDs) for the investment trusts you want to invest in, these can be found at ctinvest.co.uk/documents. How to invest To open a new Columbia Threadneedle Savings Plan, apply online at ctinvest.co.uk. Online applications are not available if you are transferring an existing Savings Plan with another provider to Columbia Threadneedle Investments, or if you are applying for a new Savings Plan in more than one name but paper applications are available at www.ctinvest. co.uk/documents or by contacting Columbia Threadneedle Investments. New customers Call: 0345 600 3030\*\* (9.00am – 5.00pm, weekdays) Email: invest@columbiathreadneedle.com Existing plan holders Call: 0345 600 3030\*\* (9.00am – 5.00pm, weekdays) Email: investor.enquiries@columbiathreadneedle.com By post: Columbia Threadneedle Management Limited, PO Box 11114, Chelmsford CM99 2DG You can also invest in the Company through online dealing platforms for private investors that offer share dealing and ISAs. These include: Barclays Stockbrokers, EQi, Halifax, Hargreaves Lansdown, HSBC, Interactive Investor, Lloyds Bank, The Share Centre To find out more, visit ctinvest.co.uk 0345 600 3030, 9.00am – 5.00pm, weekdays, calls may be recorded or monitored for training and quality purposes. Capital at risk. This material relates to an investment trust and its Ordinary Shares that are traded on the main market of the London Stock Exchange. The Investor Disclosure Document, Key Information Document (KID), latest annual or interim reports and the applicable terms & conditions are available from Columbia Threadneedle Investments Cannon Place, 78 Cannon Street, London EC4N 6AG, your financial advisor and/or on our website www.columbiathreadneedle.com. Please read the Investor Disclosure Document before taking any investment decision. This material should not be considered as an offer, solicitation, advice or an investment recommendation. This communication is valid at the date of publication and may be subject to change without notice. Information from external sources is considered reliable but there is no guarantee as to its accuracy or completeness. In the UK: Issued by Columbia Threadneedle Management Limited, No. 517895, registered in England and Wales and authorised and regulated in the UK by the Financial Conduct Authority. © 2025 Columbia Threadneedle Investments. WF261998 (01/25) UK. Expiration Date: 31/01/2026 Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information Financial Promotion ![]() Design by Aspectus Printed on Revive silk. Manufactured from FSC® recycled certified fibre derived from 100% pre and post consumer waste. ![]() ![]() TR PROPERTY INVESTMENT TRUST PLC ANNUAL REPORT 31-03-2025 TR Property investment Trust PLC is managed by