Schroder UK Mid Cap Trust plc
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Annual Report and Financial Statements 2025
Annual Report and Financial Statements
for the year ended 30 September 2025
Schroder UK Mid Cap Fund plc
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Schroder UK Mid Cap Fund plc
The investment objective of the Company is set out above. For details on the Company’s investment policy please see the Key
Information Document (“KID”). This report includes the investment policy which you should read in conjunction with the KID before
investing; these are also available on our Schroders website.
Past performance is not a guide to future performance and may not be repeated.
The value of investments and the income from them may go down as well as up and investors may not get back the amounts originally
invested. Exchange rate changes may cause the value of investments to fall as well as rise. Performance data does not take into
account any commissions and costs, if any, charged when units or shares of any fund, as applicable, are issued and redeemed. Relevant
risks as associated with this Company are shown on page 87 and should be carefully considered before making any investment.
Investment objective
The investment objective of Schroder UK Mid Cap Fund plc (the “Company”) is to invest
in mid cap equities with the aim of providing a total return in excess of the FTSE 250
ex Investment Trusts Index (“the Benchmark”).
Why invest in the Company?
UK mid caps offer extraordinary value
The Company provides access to an undervalued part of the UK stock market.
Valuations among UK mid-caps look unusually low relative to UK large-caps as well as
mid-caps from elsewhere in the world. This may bode well for future performance.
An excellent performance history
Since Schroders became Manager in 2003, the Company has outperformed its
Benchmark, the FTSE 250 ex Investment Trust index, returning 1,275%, or a 418%
outperformance.
1
Meanwhile, its dividend has grown by a factor of 11.2x in the same
period, from 2p to 22.4p in 2025.
2
Decades of expertise and a proven approach
With more than 60 years of combined investing experience, the investment team
looks to select a portfolio of around 50 of the most attractively valued companies,
resulting in a high quality portfolio capable of delivering dependable long-term growth
in a fast-changing world.
1 NAV Ex Income figures shown as with income unavailable pre 2008. NAV Ex Income excludes any accrued income yet to paid while
with income includes income that has been earned but not yet paid out. Figures shown are net of fees from 1 May 2003 (close) to
30 September 2025. Outperformance is relative to the FTSE 250 ex Investment Trusts index.
2 The dividend history of the Company is available on the AIC website: https://www.theaic.co.uk/.
Contents
Section 1: Overview
Performance Summary 5
Chair’s Statement 6
Ten-Year Financial Record 8
Section 2: Investment Manager’s Review
Investment Manager’s Review 12
Investment Approach and Process 17
Investment Portfolio 20
Section 3: Strategic Report
The Company 24
Stakeholder Engagement – Section 172 Report 28
Risk Report 31
Conclusion 34
Section 4: Governance
Board of Directors 38
Directors’ Report 40
Audit and Risk Committee Report 43
Management Engagement Committee Report 46
Nomination Committee Report 47
Remuneration Committee Report 49
Directors’ Remuneration Report 50
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements 53
Section 5: Financials
Independent Auditor’s Report 56
Statement of Comprehensive Income 61
Statement of Changes in Equity 62
Statement of Financial Position 63
Notes to the Financial Statements 64
Section 6: Other Information (Unaudited)
Annual General Meeting – Recommendations 78
Notice of Annual General Meeting 79
Explanatory Notes to the Notice of Meeting 80
Definitions of Terms and
Alternative Performance Measures 82
Information about the Company 84
Risk Disclosures 87
This is not a sustainable product for the purposes of the Financial Conduct Authority (“FCA”) rules.
References to the consideration of sustainability factors and environment, social and governance
(“ESG”) integration should not be construed as a representation that the Company seeks to achieve
any particular sustainability outcome.
1
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Edinburgh
2
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 1: Overview
Section 1: Overview
Performance Summary 5
Chair’s Statement 6
Ten-Year Financial Record 8
3
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 1: Overview
4
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 1: Overview
Manchester
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 1: Overview
Performance Summary
As at 30 September 2025
Share price total return*
+18.0%
30 September 2024: +17.5%
Benchmark total return
+6.7%
30 September 2024: +21.4%
Net Asset Value (“NAV”)
per share total return*
+10.8%
30 September 2024: +17.3%
Ongoing charges ratio*
0.92%
30 September 2024: 1.05%
Net revenue return
after taxation
£8.65m
30 September 2024: £7.10m
Share price discount
to NAV per share*
7.0%
30 September 2024: 12.3%
Revenue return per share
25.03p
30 September 2024: 20.54p
Net Gearing*
4.8%
30 September 2024: 9.5%
Share price
702p
30 September 2024: 616.00p
Dividend per share
22.4p
30 September 2024: 21.5p
Some of the financial measures are classified as Alternative Performance Measures (“APMs”), as defined by the European Securities
and Markets Authority and are indicated with an asterisk (*). Definitions of these performance measures, and other terms used in this
report, are given on pages 82 and 83 together with supporting calculations where appropriate.
Mid caps refer to the constituents of the FTSE 250 ex Investment Trusts Index throughout this document.
Chair’s Statement
“These excellent results underscore
the enduring strengths of the UK
mid cap market and the benefits of a
disciplined, high-conviction strategy
led by experienced managers with a
strong track record in stock selection.”
Harry Morley
Chair
This is my first Annual Report as Chair of the Company, having
succeeded Robert Talbut following the Company’s Annual
General Meeting (“AGM”) on 24 February 2025. On behalf of the
Board, I would like to thank Robert for his valuable contribution
to the Company during his nine-year tenure. I would also
like to welcome Richard Curling, who joined the Board as an
independent non-executive Director immediately following
the AGM.
Investment and share price performance
I am delighted that during the year to 30 September 2025 our
Investment Manager has delivered a NAV total return of 10.8%,
outperforming the Benchmark (FTSE 250 ex Investment Trust
Index) by 4.1%, which itself was up by 6.7%. The share price also
rose by 18.0%, reflecting a narrowing of the discount to NAV and
a positive response to the strategic initiatives announced by the
Board in March, which are covered in more detail below. The
Company has therefore outperformed its Benchmark over the last
one, three, and ten years, both in terms of NAV and share price.
These excellent results underscore the enduring strengths of
the UK mid cap market and the benefits of a disciplined, high-
conviction strategy led by experienced managers with a strong
track record in stock selection. Your Investment Manager’s
strategy continues to focus on long-term growth companies. The
Board remains confident that our emphasis on resilient, cash
generative businesses, positions the portfolio well for long-term
shareholder value creation.
Strategic initiatives
In March, your Board announced a number of strategic
initiatives designed to further strengthen the Company’s
investment proposition and deliver value for all of the Company’s
shareholders.
Management fee reduction
The Board agreed a management fee reduction with Schroder
Unit Trusts Limited. The previous management fees were (1)
0.65% per annum on net assets plus short term borrowings, less
cash up to £250 million and; (2) 0.60% per annum of any such
amount in excess of £250 million. With effect from 1 April 2025,
the reduced management fee has been calculated based on the
lower of (1) 0.60% per annum of market capitalisation; or (2) the
net asset value-based fee arrangement.
Continuation vote
The Board introduced a continuation vote to be proposed at the
2028 AGM, and, if passed, every three years thereafter to ensure
that the Company remains relevant to its shareholders and in-line
with best corporate governance practice. The continuation vote
will be proposed as an ordinary resolution requiring a simple
majority of those voting to be passed.
Buyback policy
The Board has used its authority to buy back shares more
actively to inhibit a wide discount to NAV from developing in
the Company’s shares in the future. The Company’s authority
to repurchase up to 14.99% of its issued share capital (being
5,183,720 ordinary shares) was refreshed at the AGM held
on 24 February 2025. The Board will continue to monitor the
discount closely and will take appropriate action as required.
Dividends
In June 2025, the Board announced an increased interim dividend
of 6.3 pence per share, representing a 5% increase on the prior
year’s interim dividend. We have declared a final dividend of 16.1
pence per share for the year ended 30 September 2025.
Together, the proposed final dividend and the interim dividend
already paid bring total dividends for the year to 22.4 pence
per share. This amount is covered by current year earnings and
represents a 4.2% increase on the previous year. Based on a
share price of 666 pence as at 25 November 2025, this equates
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 1: Overview
6
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Customer: Schroders Project Title: UK Mid Cap Fund Annual Report T: 0207 055 6500 F: 020 7055 6600
to a yield of 3.4%. While it is not an objective of the Company for
its dividends to grow in excess of the Consumer Price Index, the
Board notes that this has been the case over the last one, three,
five, and ten years.
A resolution to approve the payment of the final dividend will
be proposed at the forthcoming AGM. Subject to shareholder
approval, the dividend will be paid on 27 February 2026 to
shareholders on the register as at 30 January 2026.
Gearing
At year end, net gearing stood at 4.8% (2024: 9.5%), with
£17 million drawn from the Company’s Revolving Credit Facility.
The ability to deploy gearing is a distinctive advantage of the
investment trust structure. The Board expects the Investment
Manager to continue using gearing proactively to enhance
long-term returns and to capitalise on new investment
opportunities as they arise.
Discount management
The discount to NAV moved from 12.3% at the previous year end
to 7.0% this year end. During the year the Board exercised its
buy-back authority to acquire 269,000 shares into treasury. Since
the year end a further 406,500 shares have been bought back.
The Board believes that a variety of reasons have contributed
to this reduction in the discount, including the positive trading
performance and the strategic initiatives announced earlier this
year. The Board remains vigilant in monitoring the discount and
will continue to utilise share buy-backs to inhibit a wide discount
to NAV from developing.
Marketing initiatives
The Company continues to broaden its reach and deepen
engagement with existing and prospective investors, across
both retail and professional audiences. This includes media
engagement, helping to raise awareness of the Company’s
strategy, and positioning. In addition, a diverse range of content
– including podcasts, video interviews, live events, and written
articles – have been delivered across key digital platforms such
as Boring Money, AssetTV, This is Money (Daily Mail), and Kepler
Trust Intelligence. These initiatives aim to deepen investor
understanding and provide valuable insights into the Company’s
investment universe. Another ongoing initiative in this regard
is the Mid-250 podcast, hosted by Jean Roche, your Investment
Manager. Now in its third year, the podcast has featured CEOs
from across the FTSE 250 and showcases the diversity and
performance of the UK mid cap market. Investors can listen to the
podcast here: https://www.schroders.com/en-gb/uk/individual/
insights/mid-250-podcast/.
Board changes and succession
During the year, we were pleased to welcome Richard Curling
to the Board as a non-executive Director and Chair of the
Remuneration Committee. Richard’s wealth of experience and
insight will be of great value to the Board and our shareholders.
AGM
Your Company’s next AGM will be held at 12.00pm on Wednesday,
25 February 2026 at 1 London Wall Place, London, EC2Y 5AU.
Your Board hopes that as many shareholders as possible will
attend the AGM. It provides a great opportunity for shareholders
to meet your Investment Manager, Jean Roche, and the Company’s
Directors, and for us to meet you and to hear your views. We very
much hope to see you at 1 London Wall Place on 25 February
2026. Everyone who is there will have the opportunity to hear a
presentation from Jean Roche and then to ask her questions, and
light refreshments will be served. All voting will be conducted by
poll. Shareholders are encouraged to register their vote with your
Company’s registrar, either online or via paper proxy forms, and
to appoint the Chair of the meeting as their proxy. Even if you are
unable to attend the AGM in person, you are still able to have your
say by submitting your vote in advance. Further details on voting
procedures can be found in the Notice of Meeting on page 79.
Any questions for your Board may be submitted by email to
amcompanysecretary@schroders.com prior to the AGM.
Results webinar
Shareholders are invited to join your Investment Manager, Jean
Roche, for a webinar reporting on the year ended 30 September
2025 and to discuss the outlook for your Company’s portfolio.
The presentation will be followed by a live Q&A session.
The webinar will take place at 9.00 am on Tuesday,
13 January 2026. Registration is available at
https://www.schroders.events/SCPFY25 or by scanning the
QR code below:
Shareholder communication and engagement
The Board is committed to exercising the highest standard of
corporate governance and accordingly, regularly considers
the views of its shareholders, offering to meet with major
shareholders annually. We also seek to engage with all
shareholders where possible and should you wish to contact
me, you can do so via the Company Secretary whose details are
set out on page 86. For ongoing updates about your Company,
shareholders are invited to sign up to the Manager’s investment
trusts update, available at https://schro.link/scp_subscriber.
Outlook
Looking ahead, the Board remains confident in the long-term
opportunity presented by UK mid caps. This part of the market
continues to offer a compelling blend of structural growth
potential, corporate resilience and valuation support. The broader
environment remains complex with the global economy facing
geopolitical tensions and the ever-present threat of tariffs. At the
time of writing this report, the Chancellor has just announced
the Autumn Budget. The Board remains confident in the long-
term prospects for the UK market and invites shareholders
to read more about the market outlook in the Investment
Manager’s Review. However, the Board believes that the portfolio
is well-positioned to navigate these challenges. The Investment
Manager’s selective, research-driven approach and proven stock
selection capabilities should help the Company to continue to
deliver attractive returns for shareholders over time.
Harry Morley
Chair
26 November 2025
Section 1: Overview
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Ten-Year Financial Record
At 30 September 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Shareholders’ funds (£’000) 192,718 226,577 229,734 226,424 199,524 277,569 187,393 213,823 242,966 258,870
NAV per share (pence) 533.2 632.0 640.8 633.5 569.0 791.6 541.9 618.3 702.6 754.5
Share price (pence) 435.4 524.5 538.0 540.0 458.5 730.0 480.0 544.0 616.0 702.0
Share price discount to NAV per share* (%) 18.3 17.0 16.0 14.8 19.4 7.8 11.4 12.0 12.3 7.0
Gearing/(net cash)* (%) 1.5 (0.5) (3.0) 4.3 5.3 7.7 10.8 6.8 9.5 4.8
For the year ended 30 September 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Net revenue return after taxation (£’000) 4,455 5,031 6,015 7,325 3,155 5,322 7,823 7,842 7,102 8,648
Revenue return per share (pence) 12.33 13.96 16.78 20.43 8.92 15.18 22.43 22.68 20.54 25.03
Dividends per share (pence) 11.25 13.10 16.00 18.50 13.30 14.80 19.00 20.50 21.50 22.4
Ongoing Charges* (%) 0.95 0.92 0.9 0.9 0.90 0.90 0.89 0.97 1.05 0.92
2
Performance
1
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
NAV total return* (%) 6.5 21.0 3.5 1.8 (7.7) 41.8 (30.0) 17.6 17.3 10.7
Share price total return* (%) (4.0) 23.6 5.0 4.0 (12.5) 62.6 (32.5) 17.4 17.5 18.0
Benchmark (%) 8.6 14.2 4.2 0.2 (15.3) 40.9 (26.8) 13.6 21.4 6.7
1
Source: Morningstar.
2
If the current management fee structure had been in place for the entire reporting period, the ongoing charges figure would be 0.84%.
*
Alternative performance measures.
NAV per share, share price, and Benchmark total returns for the 10 years ended 30 September 2025
Source: Morningstar/Thomson Reuters. Rebased to 100 at 30 September 2015.
50
100
150
200
250
30 Sep 2015
30 Sep 2016
30 Sep 2017
30 Sep 2018
30 Sep 2019
30 Sep 2020
30 Sep 2021
30 Sep 2022
30 Sep 2023
30 Sep 2024
30 Sep 2025
NAV total return
Share price total return
Benchmark total return
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 1: Overview
8
London
Section 1: Overview
9
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Belfast
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
Section 2: Investment Manager’s Review
Investment Manager’s Review 12
Investment Approach and Process 17
Investment Portfolio 20
Jean Roche Andy Brough
Investment Manager’s Review
“UK mid caps remain fertile
ground for specialist, active
investors – a growth sweet
spot of companies mature
enough to offer resilience
yet nimble enough to deliver
premium rates of growth.”
Section 2: Investment Manager’s Review
12
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
The Company’s return for the 12 months to 30 September 2025
was 10.8%, compared to 6.7% from the FTSE 250 ex Investment
Trusts Total Return Index. The share price total return was 18.0%,
reflecting a steady narrowing of the discount to NAV, driven by
both performance and strategic initiatives announced by the
Board in March 2025.
Market background
UK equities rose over the period, despite bouts of volatility
linked to rising geopolitical risks and renewed trade tensions.
As outlined in our interim report, the first half saw UK mid
cap equities deliver a negative return and underperform their
larger counterparts. The second half opened with a sharp and
globally co-ordinated sell-off, as fears of a trade-related recession
took hold following President Trump’s ‘Liberation Day’ tariff
announcements. Markets subsequently recovered strongly as
these concerns subsided, with many regional equity indices
ending the period at or near to all-time highs, the UK included.
Large caps outperformed mid caps over the period, although the
difference narrowed in the second half. Over the twelve months,
the FTSE 100 delivered a total return of 17.5%, more than double
the 6.7% return from the FTSE 250 (source: Morningstar on a total
return basis in UK sterling). This came despite reported earnings
growth from larger, international-facing companies being held
back in sterling terms by a weaker dollar. The result has been a
widening valuation gap between large and mid caps. For example,
mid caps now yield roughly 1.0% more than large caps – this is
very unusual and highlights the relative value available further
down the market spectrum. It’s interesting to note, also, that
mid cap dividends grew at a faster pace than large cap dividends
during calendar Q3 (July-September 2025), a trend that we have
not seen for some time.
The UK economy posted modest growth over the period,
a performance that compared favourably with most of its
developed market peers. Hopes of further interest rate cuts
diminished as the year progressed, which may help to explain the
more subdued performance of mid and small caps. Nevertheless,
there are growing signs that global investors are waking up to
the opportunity that exists in UK equities. While large caps have
benefited most so far, closing some of the valuation gap between
UK and international peers, UK mid and small caps potentially
stand to gain more over time, given their, still marked, relative
valuation appeal.
Portfolio performance
The portfolio posted a positive return during the period under
review, outperforming its Benchmark Index by 4.1%, with both
stock selection and sector allocation contributing positively.
The portfolio’s exposure to industrials was the standout
contributor to performance. Our increased overweight to
aerospace and defence proved particularly beneficial. We view
this sector as providing exposure to advanced technology and
innovation, but with less valuation risk than many technology
sub-sectors. It is also an area in which the UK continues to punch
above its weight. Until relatively recently, few investors shared
this view, but the sector has become increasingly favoured over
the past 18 months amid heightened geopolitical tensions and
a growing recognition that European nations must raise defence
spending and reduce reliance on the US. The sector’s attractions
also include excellent earnings visibility, supported by long-term
contracts and deep relationships with its government customers.
In terms of stock specifics, all three of our positions in the
sector performed well. Chemring was the portfolio’s strongest
contributor, with a strengthening order book underpinning
continued earnings momentum. In recent years, steady
operational delivery has helped shift perceptions of the company
from a cyclical munitions supplier to a technology-focused
defence business with durable growth prospects. That progress
attracted private equity interest during the period, contributing to
a further re-rating of the shares.
Meanwhile, Babcock International also performed well. A
period of contractual issues and rising debt concerns saw the
company drop into the FTSE 250 in 2021. Since then, it has
been reshaped under new management, resulting in a stronger
balance sheet, improved margins and a growing order book.
Alongside improving sector sentiment, this continued progress
helped drive a higher share price during the period. Elsewhere,
defence services and technology business QinetiQ also
contributed positively.
Following this period of outperformance from aerospace and
defence, we have maintained an overweight exposure to the
sector, albeit at a more modest level. Babcock’s continued
Past performance is not a guide to future performance and may not be repeated. For illustrative purposes only and not a recommendation to buy or sell shares
or sectors.
13
Section 2: Investment Manager’s Review
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
recovery has led to its re-entry into the FTSE 100 index, so that
position was sold towards the end of the period, in line with our
philosophy.
Merger and acquisition (“M&A”) activity continued in the year, with
the portfolio particularly benefiting from two agreed bids. Spectris,
a provider of precision measurement instruments and software, was
the subject of a two-way bidding war between private equity groups
before agreeing to KKR’s offer, which valued it at close to a 100%
premium to its share price prior to the first bid. Meanwhile, Just
Group, the UK retirement-income specialist, agreed to a takeover by
Canadian investment giant, Brookfield Wealth Solutions, at a premium
of 75% to its undisturbed share price.
By contrast, our holding in 4imprint detracted from performance
during the year. The direct marketing and promotional products
group, which has been a long-term winner for the portfolio, faced
a tougher backdrop as uncertainty around the US economy,
tariff policy and currency movements weighed on sentiment.
While these factors led to some moderation in earnings growth
forecasts, much of the share price decline reflected a meaningful
de-rating. With a strong balance sheet and a consistent record of
delivery, the company remains well placed for long-term growth.
We have therefore maintained the position.
Trustpilot, the online reviews platform connecting consumers
with businesses, also detracted from performance. After a very
strong 2024, the shares have come under pressure this year
despite solid underlying trading, with good customer retention,
improving margins and progress in developing relationships
with large “enterprise” companies and new revenue streams. The
company remains cash-positive and continues to repurchase
shares, and we have maintained the holding in the portfolio.
Stocks held - significant positive and negative contributions
versus the benchmark
Positive
contributor
Portfolio
weight
1
(%)
Weight
relative
to index
(%)
Relative
performance
2
(%)
Impact
3
(%)
Chemring Group 3.1 +2.5 +56.6 +1.6
Spectris 3.2 +1.8 +49.1 +1.4
Babcock
International
1.8 +1.2 +45.6 +1.3
Just Group 3.4 +2.7 +48.1 +1.3
Games Workshop 2.3 +1.8 +15.1 +1.0
Negative
contributor
Portfolio
weight
1
(%)
Weight
relative
to index
(%)
Relative
performance
2
(%)
Impact
3
(%)
4Imprint Group 2.2 +1.7 -33.9 -0.7
Trustpilot Group 0.9 +0.5 -6.5 -0.5
Ibstock Group 0.8 +0.5 -30.0 -0.5
Future 0.9 +0.5 -41.7 -0.5
Johnson Matthey 0.8 -0.5 +32.0 -0.5
Source: Schroders, Aladdin, close 30 September 2024 to close 30 September 2025.
1 Weights are averages.
2 Performance of the stock in the index relative to the FTSE 250 (ex. ITs) Index
return.
3 Impact is the contribution to performance relative to the FTSE 250 (ex. ITs)
Index.
In terms of stocks not held in the portfolio, the two UK-listed but
Georgian-based banks, Lion Finance (formerly Bank of Georgia)
and TBC Bank, detracted from performance. Both businesses
have seen significant share price appreciation in recent months,
which has been challenging in a relative sense. However, we
prefer to gain our financials exposure through other companies
with less geopolitical risk exposure.
Elsewhere in the sector, not owning the insurance group Direct
Line, which was another bid target during the period, detracted from
performance. This was also the case for mono brand luxury goods
company Burberry, whose shares benefited from the market’s
enthusiasm for the new management team’s turnaround strategy.
These negatives were largely offset by not owning consumer-facing
companies such as Greggs, Ocado and B&M European Value. We
have been highly selective in our consumer exposure, preferring
businesses such as Currys and Dunelm, where we prefer the sub
sector exposures (electricals and homewares, which are highly
fragmented) and the associated customer demographics.
Stocks not held - significant positive and negative
contributions versus the benchmark
Positive
contributor
Portfolio
weight
1
(%)
Weight
relative
to index
(%)
Relative
performance
2
(%)
Impact
3
(%)
Greggs – -1.0 -53.3 +0.8
RS Group – -1.4 -33.9 +0.6
Ocado Group – -0.9 -48.2 +0.5
B&M European
Value
– -1.0 -28.3 +0.5
Tate & Lyle – -1.1 -38.6 +0.5
Negative
contributor
Portfolio
weight
1
(%)
Weight
relative
to index
(%)
Relative
performance
2
(%)
Impact
3
(%)
Burberry – -1.7 +54.7 -0.7
Direct Line – -1.2 +59.1 -0.7
Lion Finance Group – -1.0 +110.1 -0.7
Balfour Beatty – -1.2 +47.5 -0.5
Carnival – -1.2 +56.7 -0.5
Source: Schroders, Aladdin, close 30 September 2024 to close 30 September 2025.
1 Weights are averages.
2 Performance of the stock in the index relative to the FTSE 250 (ex. ITs) Index
return.
3 Impact is the contribution to performance relative to the FTSE 250 (ex. ITs)
Index.
Portfolio activity
In terms of portfolio activity, several new positions were added
during the year under review. Among these were the industrial
businesses Hill & Smith, a manufacturer of infrastructure
products such as road safety barriers and bridge components,
which has significant exposure to the US, and Kier, which
provides construction and infrastructure services across building,
transport and utilities projects in the UK. Regular readers of
these reports will know that we group holdings into two broad
categories: ‘unique’ stocks, which are high-conviction positions in
companies with distinct and enduring competitive strengths, and
‘flex’ stocks, which are positioned to benefit from change such as
a new management strategy or a cyclical upswing. Hill & Smith
and Kier are both classified as ‘flex’ holdings, though for different
reasons: Kier is exposed to what could be a ‘golden age’ for UK
construction amid an acute shortage of capacity and strong pent-
up demand, while Hill & Smith offers more diversified exposure to
global infrastructure investment and safety markets.
Past performance is not a guide to future performance and may not be repeated. For illustrative purposes only and not a recommendation to buy or sell shares
or sectors.
Section 2: Investment Manager’s Review
14
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Source: Schroders for illustrative purposes
Within consumer discretionary, we added a holding in Frasers
Group, whose portfolio spans sports retail, premium fashion
and luxury brands. Consumer-facing stocks remain out of favour,
weighing on valuations and creating selective opportunities. While
there are early signs of improvement in parts of the premium and
luxury goods market, Frasers also offers growth potential through
plans to expand its Sports Direct brand in Australia, New Zealand
and the Gulf region.
We also started a new position in digital technology business
Kainos following the return of its former CEO, Brendan Mooney,
after a difficult period for the company. Kainos enjoyed strong
growth under Mooney’s leadership from 2001 to 2023, expanding
from a small Belfast-based IT services provider into a leading
digital transformation and software consultancy with a unique
partnership with the US software giant Workday. With Mooney
reinstated, we have seen early positive results.
In terms of disposals, we sold WH Smith in April, following the
disposal of its high street business at a disappointing price. The
business is now focused on travel retail, but our preference in
this area is for international airport and railway station food and
beverage operator SSP Group, which operates stores for M&S
for example in UK railway stations, and owns brands such as
Upper Crust, as well as operating international foodservice brands
in international airports. The core business is trading at very
attractive levels (under 2.0x Enterprise value to EBITDA)
1
, based
on the market cap (£1.5bn) of its recently floated Indian joint
venture TFS.
Elsewhere, we exited several other positions, including Oxford
Instruments, a manufacturer of scientific instruments
and systems for the research sector, following a change of
management, gas explorer and producer Energean, following
a strong run and rising geopolitical risk, and Babcock
International, following its readmission to the FTSE 100.
Outlook
At the time of writing, the UK is preparing for its Autumn Budget
against a backdrop of rising fiscal pressure. While budget
deficits and changing political dynamics are not unique to the
UK, the scale of the domestic fiscal challenge is significant.
The government faces a difficult balancing act: delivering
a more sustainable budget position while also supporting
economic growth. With bond markets increasingly attuned to
fiscal credibility, there is limited room for missteps. Meanwhile,
discretionary spending remains fragile, with subdued real income
growth and patchy consumer confidence. Sterling strength has
added further complexity for internationally exposed businesses,
while domestically focused companies continue to navigate
uneven demand.
Green shoots we could point to include better than expected
September retail sales, the fact that GDP growth estimates, while
anaemic, have been steadily revised upwards over the last six
months back to March 2025 levels (see graph below), and the
October release of September’s steady inflation numbers, which
came as a surprise to the market and resulted in a small UK mid
cap rally. Market moves such as this are a reminder of how little
it would take to see this oversold part of the market begin to
significantly outperform, before anticipating any changes the
government might make as part of the Autumn statement, for
example to ISAs or pension rules, to encourage buying of shares
in UK listed companies. We have even seen a handful of UK IPOs
post the Company’s financial year end, after a very fallow period.
Finally, earnings momentum has turned mildly positive.
UK consensus growth outlook: forecast real Gross Domestic
Product (GDP) in 2025, %
0.8
0.9
1.0
1.1
1.2
1.3
1.4
1.5
01/2025 02/2025 03/2025 04/2025 05/2025 06/2025 07/2025 08/2025 09/2025 10/2025 11/2025
Source: Peel Hunt, Bloomberg. % year-on-year in real GDP, weekly data from
3 January to 3 November 2025.
Overseas investors are beginning to wake up to the opportunity
in UK equities. Global asset allocators, private equity buyers
and industry consolidators have been particularly active, drawn
by relatively low valuations for high-quality assets. In contrast,
domestic investors have continued to be marked net sellers of UK
assets. Returns from large cap UK equities have already started
to improve over the last 1-2 years, and, in particular, year-to-date,
despite this domestic exodus. Therefore, even a modest shift in
sentiment among UK investors could prove powerful.
1
Enterprise value to EBITDA divides a company’s enterprise value by its earnings before interest, taxes, depreciation, and amortization. This metric is useful for
comparing the value of different companies by providing a snapshot of a company’s value relative to its operating profitability.
Past performance is not a guide to future performance and may not be repeated. For illustrative purposes only and not a recommendation to buy or sell shares
or sectors.
Section 2: Investment Manager’s Review
15
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Perhaps this is why 2024’s wave of M&A activity – 10% of the
Mid 250 by value was acquired in 2024 – has only gathered pace
during 2025. This underscores not just the low valuation of many
UK companies, but the attraction of their business models to
potential acquirers. The Investment Manager would therefore like
to remind readers that the UK is still punching above its weight
in terms of multi-baggers relative to the US. Indeed, we have had
the great pleasure of interviewing several mid cap CEOs for our
UK Mid 250 multi-bagger podcast. Most recently we met Telecom
Plus CEO Stuart Burnett, who talked to us about how this bundled
utility provider became a multi-bagger, outperforming the world’s
favourite large cap tech and tech-adjacent stocks, Magnificent
Seven, over the four years from July 2021 to July 2025.
The Mid 250 CEO podcast, showcasing Mid Cap successes
Schroders, fund manager Jean Roche together with Telecom Plus CEO Stuart
Burnett and fellow Schroders fund manager James Goodman.
UK mid caps remain fertile ground for specialist, active investors.
This part of the market represents a “growth sweet spot”, with
companies that are both mature enough to offer resilience
and yet nimble enough to deliver premium rates of growth.
The FTSE 250 Index is constantly refreshed through takeovers,
promotions and relegations, and, in certain market conditions,
initial public offerings (“IPOs”). This creates a dynamic and
evolving opportunity set. Meanwhile, there is a better balance
to the sector mix than for large caps, with less concentration
risk, and a wealth of companies operating in high growth niches.
Collectively, around half of mid cap revenues come from the UK
economy, with the other half stemming from overseas – this also
provides better balance than among large caps which are much
more internationally focused and macro driven, and it means
we can flex domestic exposure up or down as the investment
environment evolves.
The UK’s Mid 250 index is not the same as the UK economy
55.50%
44.50%
Company
revenues from
the UK
Company
revenues from
overseas
Around half of Mid 250 companies aggregate revenues are ex UK, on
average, which allows flexibility in portfolio allocation.
Positioning shown is for illustrative purposes and are not a recommendation
to buy or sell.
Source: Schroders, Factset. As at 31 October 2025. Data shown for the FTSE
Mid 250 ex Investment Trusts index.
All of this has led to the FTSE 250 Index delivering long-term outperformance over the FTSE 100 Index. Indeed, the FTSE 250 Index has
also outperformed most other major stock market indices, delivering a return that even outpaces the mighty S&P 500 Index so far this
century in local currency terms.
FTSE 250 ex Investment Trusts vs Large developed markets, Total Return, %
Past performance is not a guide to future performance and may not be repeated. The value of investments and the income from them may go
down as well as up and investors may not get back the amounts originally invested.
Source: Schroders, LSEG Datastream, rebased to 100 at 1 January 2000 data to 30 September 2025.
1
FTSE 250 ex Investment Trusts index is shown. Currencies are base currencies for individual indices.
FTSE 250 ex Investment Trusts vs Large developed markets, Total Return, %
0
100
200
300
400
500
600
700
800
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
FTSE 100 S&P 500 COMPOSITE FTSE 250 EX INVESTMENT TRUST EURO STOXX 50
Past performance is not a guide to future performance and may not be repeated. The value of investments and the income from them may go down as well as
up and investors may not get back the amounts originally invested.
Source: Schroders, LSEG Datastream, rebased to 100 at 1 January 2000 data to 30 September 2025.
1
FTSE 250 ex Investment Trusts index is shown. Currencies are base currencies for individual indices.
Past performance is not a guide to future performance and may not be repeated. For illustrative purposes only and not a recommendation to buy or sell shares
or sectors.
FTSE
250
1
S&P
500
FTSE
100
EURO
50
Section 2: Investment Manager’s Review
Section 2: Investment Manager’s Review
16
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
In this environment, selectivity remains critical. Our approach
is rooted in detailed company-level analysis, with a focus on
balance sheet strength, pricing power and management quality.
We continue to favour businesses that are well positioned to
withstand external pressures and deliver through the cycle.
The portfolio remains tilted towards companies with valuation
support, low financial leverage and strong cash generation —
offering the potential to participate in long-term growth, while
providing meaningful downside protection in a more uncertain
environment.
Schroder Investment Management Limited
26 November 2025
Past performance is not a guide to future performance. The value
of investments and the income from them may go down as well
as up and investors may not get back the amounts originally
invested.
This information is not an offer, solicitation or recommendation
to buy or sell any financial instrument or to adopt any investment
strategy.
For help in understanding any terms used, please visit
https://www.schroders.com/en/insights/invest-iq/investiq/
education-hub/glossary/
Stock selection and portfolio construction
Investment process
In order to meet the investment objective, the Investment Manager applies a high conviction approach, managing a focused portfolio
of high-quality companies that are all capable of delivering excess risk-adjusted returns with rising cash flows and earnings. The
investment process is based on a common-sense investment philosophy, fundamental analysis of company accounts and a subjective
evaluation of management and prospects.
Fundamental research
As third-party coverage on mid-sized companies is limited in scope, and often in quality, company meetings and visits are a vital part of
the research process. The team seek to meet with companies multiple times each year with the aim of understanding and evaluating
the strategies being pursued by management as well as the characteristics and competitive dynamics of industries and sectors.
Their relationship with company management and this intensive programme of company contacts ensure that they are fully aware of all
relevant issues. The knowledge that their company contacts and visits provide, and the extent of resources that Schroders dedicate to
the product, gives the team an advantage over their competitors. Their research works through their accounting and risk checklist:
Quantitative – the numbers
Proprietary accounting checklist focusing on
– Accruals
– Cost capitalisation
– Hidden leverage
– Audit tenure/fees
– Accounting policies compared to industry peers
Third party risk and accounting screens
Appropriate management incentives
Valuation – Price Earnings Growth (PEG) ratios, multiple vs. history
and international peers
Aversion to companies with debt. Invest in companies that are in
control of their destiny
Quantitative – behind the numbers
Does the management team have a demonstrable track record of
success:
Is this too good to be true?
– Are margins or returns on capital way ahead of the industry?
– Why does the business deserve to earn these returns:
– Is this a fad?
Do all stakeholders benefit?
– Do customers have an affinity with the business that makes
them choose it over competititors?
– Are employees well-treated, enjoy working at the company and
appropriately paid?
– Is management shareholder friendly? Share dilution? How do
they think about growth? Buybacks vs. dividends?
This provides a consistent structure to assess balance sheet strength, management quality, how management’s interests and
remuneration are aligned with those of shareholders and the strength of the company’s market position and pricing power. A key focus
is the ability of companies to finance growth internally and the team avoid heavily indebted businesses.
As a result of their fundamental research, they classify the companies and industries in the investment universe, within a framework of
unique stocks, flex stocks and stocks to avoid.
Unique stocks operate in industries where demand for their goods or services exceeds supply, which gives them pricing power and
drives organic growth, and strong cash flow. These sectors are typically concentrated so that the demand for shares in the constituent
companies exceeds the supply of stock, which appreciates in value as investors ascribe a higher rating to the company and its
prospects.
Flex stocks are usually cyclical stocks or franchises in transition, among which the team look for trading opportunities depending on
valuation. The balance of supply and demand for these shares shifts over time as companies reduce capacity and shrink the amount of
equity on the market by buying back shares.
Stocks to avoid operate in industries where supply exceeds demand, which are typically experiencing long-term decline and which
will not provide investors with successful growth opportunities. The supply of shares in these companies will typically exceed demand,
leading to downward pressure on share prices.
Investment Approach and Process
Section 2: Investment Manager’s Review
17
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Using these classifications, the team invests in a portfolio of attractively priced Unique and Flex stocks. An overview of the investment
process can be seen in the diagram below:
Investment process in action
Source: Schroders. For illustrative purposes only, process subject to change.
Portfolio construction
Bottom up stock selection is the primary influence on the portfolio. Individual stock weightings reflect a combination of investment
conviction and the team’s assessment of the stock’s likely volatility. Individual stock decisions shape sector weightings, resulting in a
portfolio of around 50 of the most attractively valued companies capable of delivering dependable long-term growth in a fast-changing
world.
Sell discipline
The team are disciplined in selling companies on their promotion to the FTSE 100. Other reasons for selling are shown below,
highlighting red flags that can trigger an exit from the portfolio together with the investment thesis playing out or the share price
reaching peak margins or high price to earnings ratio.
1
0
SScchhrrooddeerr UUKK MMiidd CCaapp FFuunndd ppllcc
The selling part
Source: Schroders.
Valuation –
peak margin/
high P/E
Failing to
respond to
disruption
Increases
in industry
capacity
Quality of
accounting
Frequent or
expensive
acquisitions
Company
acquired
Investment
thesis
played out
Sell
discipline
100
Promotion
to the
FTSE 100
Corp
governance, key
people lost, or
sustainability
challenges
1
The price/earnings to growth ratio (PEG ratio) is a stock’s price-to-earnings (P/E) ratio divided by the growth rate of its earnings for a specified time period.
Active management
The team actively engages with company management to help protect and grow clients’ capital. The team has outstanding access
to the management of mid-sized UK companies because of Schroders’ scale as a large and independent asset manager, which aids
their active ownership approach. Together with Schroders’ active ownership specialists the team consistently engage with boards on
their policies and propose changes which emphasise shareholder alignment, a long-term view and the investment in the company by
management. The team are prepared to vote against management and at times seek to effect management change, where they are
unable to achieve sufficient shareholder alignment. Should engagement be unsuccessful on material issues, the team will consider
adjusting position sizing or selling their position.
Section 2: Investment Manager’s Review
18
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
The next table shows the number of shareholder resolutions the Company has voted on in the last year and over three years.
Year ended
2025
3 years to
2025
Meetings 63 191
Resolutions 1077 3221
Votes against management 25 56
Did not vote 0 0
Source: Schroders
Data shown for Company financial years ending 30 September.
Responsible investment
The Company delegates to its Manager the responsibility for taking ESG issues into account when assessing the selection, retention
and realisation of investments. The Board expects the Manager to engage with investee companies on social, environmental
and governance issues and to promote best practice. The Board expects the Manager to exercise the Company’s voting rights in
consideration of these issues.
Section 2: Investment Manager’s Review
19
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Investment Portfolio
As at 30 September 2025
Portfolio Exposure
£’000 %
Industrials
QinetiQ 9,891 3.7
Chemring 8,541 3.2
Grafton 7,979 3.0
Kier 7,658 2.9
Bodycote International 7,079 2.6
Mitie 6,473 2.4
Renishaw 5,350 2.0
Zigup 4,980 1.9
Clarkson 4,294 1.6
Keller 4,222 1.6
Ibstock 3,619 1.4
Paypoint 2,996 1.1
Spectris 1,434 0.5
Total Industrials 74,516 27.9
Financials
Man Group 6,851 2.6
IG Group 6,785 2.5
Paragon 6,416 2.4
Just Group 6,028 2.3
Lancashire 5,940 2.2
OSB 5,386 2.0
Rathbones 4,925 1.8
Ip Group 3,793 1.4
Ashmore 2,807 1.0
Pollen Street 2,581 1.0
Chesnara 2,208 0.8
Total Financials 53,720 20.0
Consumer Discretionary
Dunelm 9,209 3.4
SSP Group 7,049 2.6
Inchcape 6,198 2.3
ME Group 5,556 2.1
Currys 5,026 1.9
4Imprint 4,063 1.5
Playtech 3,980 1.5
Frasers 3,824 1.4
Future 3,272 1.2
Games Workshop 2,906 1.1
On the Beach Group 2,658 1.0
Crest Nicholson 2,325 0.9
Pets At Home 348 0.1
Total Consumer Discretionary 56,414 21.0
Portfolio Exposure
£’000 %
Consumer Staples
Cranswick 10,291 3.9
Total Consumer Staples 10,291 3.9
Healthcare
Genus 7,095 2.7
Spire Healthcare 5,343 2.0
Puretech Health 1,097 0.4
Total Healthcare 13,535 5.1
Basic Materials
Hill & Smith 6,528 2.5
Victrex 4,884 1.8
Elementis 2,712 1.0
Ecora resources 1,972 0.7
Total Basic Materials 16,096 6.0
Technology
Mony Group 6,937 2.6
Kainos 4,526 1.7
Trustpilot 3,034 1.1
Total Technology 14,497 5.4
Utilities
Telecom Plus 10,296 3.8
Total Utilities 10,296 3.8
Oil & Gas
Harbour Energy 3,626 1.4
Total Oil & Gas 3,626 1.4
Real Estate
Sirius Real Estate 4,399 1.6
Savills 4,197 1.6
Safestore 3,452 1.3
Workspace Group REIT 2,613 1.0
Total Real Estate 14,661 5.5
Total investments 267,652 100
Stocks in bold are the 20 largest investments, which by value account for 55.6% (30 September 2024: 58.3%) of total investments.
Investment are all equities.
Edinburgh
Section 2: Investment Manager’s Review
20
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
London
Section 2: Investment Manager’s Review
21
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Edinburgh
22
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
23
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
Section 3: Strategic Report
The Company 24
Stakeholder Engagement – Section 172 Report 28
Risk Report 31
Conclusion 34
The Company
Purpose, values, and culture
The Company’s purpose is to create long-term shareholder value,
in line with the investment objective.
The Company’s culture is driven by its values: transparency,
engagement and rigour, with collegiate behaviour and
constructive, robust challenge. The values are all centred on
achieving returns for shareholders in line with the Company’s
investment objective. The Board also promotes the effective
management or mitigation of the risks faced by the Company and,
to the extent it does not conflict with the investment objective,
aims for the Company’s operations to be structured, taking into
account all its stakeholders and their impact on the environment
and community.
As the Company has no employees and acts through its service
providers, its culture is represented by the values and behaviour
of the Board and third parties to which it delegates. The Board
aims to fulfil the Company’s investment objective by encouraging
a culture of constructive challenge with all key suppliers and
openness with all stakeholders. The Board is responsible for
embedding the Company’s culture in the Company’s operations.
Business model
The Board has appointed Schroder Unit Trusts Limited (“SUTL”
or the “Manager”), to implement the investment strategy and
to manage the Company’s assets in line with the appropriate
restrictions placed on it by the Board, including limits on the type
and relative size of holdings which may be held in the portfolio
and on the use of gearing, cash, derivatives, and other financial
instruments as appropriate.
The terms of the appointment of the Manager, and the delegation
by the Manager of investment management services to Schroder
Investment Management Limited (“SIM” or the “Investment
Manager”) are described more completely in the Directors’
Report. The Manager also promotes the Company using its sales
and marketing teams. The Board and Manager work together to
deliver the Company’s investment objective, as demonstrated in
the diagram below.
• Set objectives, strategy
and key performance
indicators (KPIs)
• Appoints the Manager
and other service
providers to achieve
objectives
• The Investment Manager
implements the investment
strategy by following an
investment process
• Supported by strong
research and risk
environment
• Regular reporting and
interaction with the Board
The Board is focused on ensuring that:
• the Company remains attractive to
investors
• the fees and ongoing charges
remain competitive
• Marketing, PR and sales
capability of the Manager
• Support from the
corporate broker with
secondary market
intervention to support
discount/premium
management
• Portfolio and risk
management
• Achievement of KPIs
• Use of gearing
• Discount/premium and
liquidity management
through share issuance
and repurchase
SHAREHOLDER
VALUE
Board
PromotionInvestment
OversightStrategy
Competitiveness
Section 3: Strategic Report
24
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Investment trust status
The Company is an investment trust whose Ordinary Shares are
listed on the London Stock Exchange. It has been approved by
HM Revenue & Customs as an investment trust in accordance
with section 1158 of the Corporation Tax Act 2010, by way of
a one-off application and it is intended that the Company will
continue to conduct its affairs in a manner which will enable it to
retain this status.
The Company is domiciled in the UK and is an investment company
within the meaning of section 833 of the Companies Act 2006. The
Company is not a “close” company for taxation purposes.
Continuation vote
It is not intended that the Company should have a limited life
but the Directors consider it desirable that the shareholders
should have the opportunity to review the future of the Company
at appropriate intervals. As such, the Board has introduced a
continuation vote to be proposed at the AGM to be held in 2028,
and, if passed, every three years thereafter to ensure that the
Company remains relevant to its shareholders and in-line with best
corporate governance practice.
The continuation vote will be proposed as an ordinary resolution
requiring a simple majority of those voting to be passed. If any
continuation vote is not passed, the Directors will put forward
proposals for the reconstruction or winding-up of the Company
to shareholders for their approval within six months following the
date on which the continuation vote is not passed.
Investment model
Investment objective
The Company’s investment objective is to invest in mid cap
equities with the aim of providing a total return in excess of the
FTSE 250 ex Investment Trusts Index.
Investment policy
The Manager applies a high conviction approach, managing a
focused portfolio of resilient companies that are all capable of
delivering excess risk-adjusted returns with rising cash flows
and earnings. Fundamental research forms the basis of each
investment decision taken by the Manager. The Company will
predominantly invest in companies from the FTSE 250 Index
but may hold up to 20% of its portfolio in equities and collective
investment vehicles outside the benchmark index which may
include equities in companies outside of the UK. The Company
may also invest in other collective investment vehicles where
desirable, for example to provide exposure to specialist areas
within the universe. The Company has the ability to use gearing
for investment purposes up to 25% of total assets.
Investment restrictions and spread of investment risk
Risk in relation to the Company’s investments is spread as a result
of the Manager monitoring the Company’s portfolio with a view to
ensuring that the portfolio retains an appropriate balance to meet
the Company’s investment objective. The key restrictions imposed
on the Manager include:
(a) no more than 15% of the Company’s total net assets, at
the date of acquisition, may be invested in any one single
company;
(b) no more than 10% of the value of the Company’s gross assets
may be invested in other listed investment companies unless
such companies have a stated investment policy not to invest
more than 15% of their gross assets in other listed investment
companies;
(c) no more than 15% of the Company’s gross assets may be
invested in other listed investment companies (including listed
investment trusts);
(d) no more than 15% of the Company’s total net assets may be
invested in open-ended funds; and
(e) no holding may represent 20% or more of the equity capital of
any company.
No breaches of these investment restrictions took place during
the financial year.
The investment portfolio on page 20 demonstrates that, as at
30 September 2025, the Company held 54 investments spread
over a range of industry sectors. The Board therefore believes
that the objective of spreading investment risk has been achieved
and will continue to be achieved as the Manager moves towards
its target focused portfolio of around 40-50 investments.
The Company’s financial instruments comprise its investment
portfolio, cash balances, including those held in money market
funds, bank borrowings and debtors and creditors that arise
directly from its operations such as sales and purchases awaiting
settlement and accrued income. The financial risk management
objectives and policies arising from its financial instruments and
the exposure of the Company to risk are disclosed in note 20 on
pages 71 to 74.
Section 3: Strategic Report
25
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Key performance indicators (“KPIs”)
The investment objective
The Board measures the development and success of the
Company’s business through achievement of the Company’s
investment objective, which is considered to be the most
significant key performance indicator for the Company.
At each meeting, the Board considers a number of performance
indicators to assess the Company’s success in achieving its
investment objective. These are as follows: NAV total return;
share price total return; share price discount/premium to NAV
per share; and ongoing charges. These are classed as Alternative
Performance Measures and their calculations are explained in
more detail on pages 82 and 83.
Performance against these indicators is reported on page 8.
NAV and share price total return
At each meeting, the Board reviews the performance of the
portfolio in detail and discusses the views of the Investment
managers with them.
Share price discount/premium to NAV per share
The Board reviews the level of share price discount to NAV at
and between each Board meeting and buys back shares where
appropriate.
Ongoing charges
The Board reviews the Company’s ongoing charges to ensure
that the total costs incurred by shareholders in the running of the
Company remain competitive when measured against peer group
funds. An analysis of the Company’s costs, including management
fees, Directors’ fees and general expenses, is submitted to each
Board meeting.
Revenue and dividend policy
The Board considers the payment of an interim and final dividend
annually, taking into account revenue generated during the
year. The net revenue return for the year, after finance costs
and taxation, was £8,648,000 (2024: £7,102,000), equivalent to
a revenue return per share of 25.03 pence (2024: 20.54 pence).
The Board was pleased to announce on 30 June 2025 an interim
dividend of 6.3 pence per share for the year ending 30 September
2025. The Directors have recommended the payment of a final
dividend for the year of 16.1 pence per share (2024: 15.5 pence)
payable on 27 February 2026. The dividend will be payable to
shareholders on the register on 30 January 2026 and the ex-
dividend date will be 29 January 2026.
Gearing
The Company currently has in place a £30 million revolving credit
facility, of which £17 million was drawn down at 30 September
2025. The facility expires on 25 February 2026. The Board of
Directors expect to renew the revolving credit facility subject to
this being in shareholders’ interests at the time of renewal.
In rising markets the gearing amplifies increases in the NAV and
in falling markets any reduction in NAV would be amplified by the
gearing. The Company’s gearing continues to be operated within
pre-agreed limits so that it does not exceed 25% of total assets.
The flexibility to utilise gearing remains an important tool in
allowing the Manager to pursue investment opportunities when
appropriate.
Promotion
The Company promotes its shares to a broad range of investors
including discretionary wealth managers, private investors,
financial advisers and institutions which have the potential to be
long-term supporters of the investment strategy. The Board seeks
to achieve this through its Manager and corporate broker, which
promote the shares of the Company through regular contact with
both current and potential shareholders.
These activities consist of investor lunches, one-on-one meetings,
webinars, regional road shows and attendances at conferences. In
addition, the Company’s shares are supported by the Manager’s
wider marketing of investment companies targeted at all types
of investors. This includes maintaining close relationships with
adviser and execution-only platforms, advertising in the trade
press, maintaining relationships with financial journalists and
the provision of digital information on Schroders’ website.
Shareholder relations are given high priority by both the Board
and the Manager. The Board also seeks active engagement
with investors and meetings with the Chair are offered where
appropriate.
Shareholders are also encouraged to sign up to the Manager’s
investment trusts update, to receive information on the Company
directly: http://www.schroders.com/trust-updates/.
Section 3: Strategic Report
26
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Corporate and social responsibility
The Board recognises the Company’s responsibilities with
respect to corporate and social responsibility and engages with
its outsourced service providers to safeguard the Company’s
interests. As part of this ongoing monitoring, the Board receives
reporting from its service providers with respect to their anti-
bribery and corruption policies; Modern Slavery Act 2015
statements; diversity policies; financial crime policies; greenhouse
gas and energy usage reporting.
Diversity policy
The Board has adopted a diversity and inclusion policy.
Appointments and succession plans will always be based on merit
and objective criteria and, within this context, the Board seeks
to promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. The Board will encourage any
recruitment agencies it engages to find a range of candidates
that meet the objective criteria agreed for each appointment.
Candidates for Board vacancies are selected based on their
skills and experience, which are matched against the balance of
skills and experience of the overall Board taking into account the
criteria for the role being offered.
Statement on Board diversity – gender and ethnic
background
The Board has made a commitment to consider diversity when
reviewing its composition of the Board and notes the Listing Rules
requirements (UK LR 6.6.6(9) and (10)) regarding the targets on
Board diversity:
• at least 40% of individuals on the Board are women;
• at least one senior Board position is held by a woman; and
• at least one individual on the Board is from a minority ethnic
background.
The FCA defines senior Board positions as Chair, Chief Executive
Officer (“CEO”), Chief Financial Officer (“CFO”) or Senior
Independent Director (“SID”). As an investment trust with no
executive officers, the Company has no CEO or CFO. The Board
has reflected the senior positions of the Chair of the Board, and
the SID in its diversity tables.
The Board has chosen to align its diversity reporting reference
date with the Company’s financial year end and proposes
to maintain this alignment for future reporting periods. The
following information has been provided by each Director through
the completion of a questionnaire.
As at 30 September 2025, the Company met two of the three
criteria including the target in relation to the number of women
on the Board and for at least one senior Board position to be held
by a woman. The target for at least one individual on the Board to
be from a minority ethnic background was not met, and the Board
is conscious that while the Directors are all independent and have
a diverse range of views and experience, its small composition will
make these targets challenging to fully implement. Recognising
the benefits of a diverse Board, it is intended that improving
diversity will continue to be a key consideration for the Board.
There have been no changes since 30 September 2025 to the
date of publication of the annual report and financial statements.
The below tables set out the gender and ethnic diversity
composition of the Board as at 30 September 2025 and at the
date of this report:
Gender identity
Number
of Board
members
Percentage
of the
Board
Number of senior
positions
on the
Board
Men 2 50% 1
Women 2 50% 1
Not specified/prefer not to say – – –
Ethnic background
Number
of Board
members
Percentage
of the
Board
Number of senior
positions
on the
Board
White British or other White groups 4 100% 2
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British – – –
Other ethnic group, including Arab – – –
Financial crime policy
The Company continues to be committed to carrying out its
business fairly, honestly and openly. The Company operates
a financial crime policy, covering bribery and corruption, tax
evasion, money laundering, terrorist financing and sanctions,
as well as seeking confirmations that the Company’s service
providers’ policies are operating soundly.
Modern Slavery Act 2015
As an investment trust, the Company does not provide goods
or services in the normal course of business and does not
have customers. Accordingly, the Directors consider that the
Company is not required to make any slavery or human trafficking
statement under the Modern Slavery Act 2015.
Greenhouse gas emissions and energy usage
As the Company outsources its operations to third parties, it has
no significant greenhouse gas emissions and energy usage to
report.
Section 3: Strategic Report
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Stakeholder engagement – Section 172 Report
During the year under review to 30 September 2025, the Board discharged its duty under
Section 172 of the Companies Act 2006 to promote the success of the Company for the
benefit of its members as a whole, having regard to the interests of all stakeholders.
As an externally managed investment trust, the Company has no employees, operations, or premises. The Board has identified its
key stakeholders as the Company’s shareholders, the Investment Manager, other service providers, investee companies, and the
Company’s lender. The table below explains how the Directors have engaged with all stakeholders during the year and outlines the key
activities undertaken.
Shareholders
Significance
Continued shareholder support
and engagement are critical
to the continuing existence of
the business and the delivery
of the long-term strategy of its
business.
Engagement
AGM: The Company welcomes attendance
and participation from shareholders at the
AGM. Shareholders have the opportunity
to meet the Directors and the Investment
Manager and to ask questions. The Board
values the feedback it receives from
shareholders which is incorporated into
Board discussions.
Publications: The annual and half year
results presentations, as well as factsheets,
are available on the Company’s web pages
with their availability announced via the
London Stock Exchange. Feedback and/
or questions received from shareholders
enable the Company to evolve its reporting
which, in turn, helps to deliver transparent
and understandable updates.
Shareholder communication: The
Investment Manager communicates with
shareholders periodically. All investors
are offered the opportunity to meet the
Chair, Senior Independent Director, or
other Board members without using
the Manager or Company Secretary as
a conduit, by writing to the Company’s
registered office. The Board also
corresponds with shareholders by letter
and email. The Board receives regular
feedback from its broker on investor
engagement and sentiment.
Investor Relations updates: At every
Board meeting, the Directors receive
updates on share trading activity, share
price performance and any shareholders’
feedback, as well as any publications
or comments in the press. To gain a
deeper understanding of the views of
its shareholders and potential investors,
the Manager also undertakes investor
roadshows.
2024/2025 application
During the year, the Board met with a number of
shareholders and in March 2025, the Company
announced the following measures to support
shareholders:
• Management fee reduction
With effect from 1 April 2025, the fee will be
calculated based on the lower of (1) 0.60% per
annum of market capitalisation; or (2) the net asset
value-based fee arrangement. Please refer to the
Chair’s Statement on page 6 for further details.
• Buyback policy
The Board has used its authority to buy back shares
more actively to inhibit a wide discount to NAV from
developing in the Company’s shares in the future.
The Company repurchased 269,000 ordinary shares
during the financial year to be held in treasury. The
Board will continue to monitor the discount closely
and will take appropriate action as required. Since
the year end, the Company repurchased a further
232,500 ordinary shares to be held in treasury.
• Continuation Vote
The Board introduced a continuation vote to be
proposed at the AGM to be held in 2028, and, if
passed, every three years thereafter to ensure that
the Company remains relevant to its shareholders
and in-line with best corporate governance practice.
At the AGM in 2025, questions and feedback from
shareholders were welcomed. The Board, along with
the Investment Manager, look forward to meeting
and interacting with more shareholders at the
forthcoming AGM in February 2026.
The Company’s web pages continued to be refreshed
and enhanced during the year to optimise the
user experience for shareholders and investors.
Shareholders can, via the Company’s web pages,
subscribe to the Schroders investment trusts
newsletter to receive regular updates on the Company.
The Investment Manager engaged with a number of
the Company’s shareholders and investors during the
year and regular feedback was provided to the Board.
A number of promotional activities were undertaken
during the year including Investment Manager
interviews, webinars, and coverage in key publications.
The Board continued to work with Kepler on
promoting the Company through its research notes
which are published once a year.
Section 3: Strategic Report
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
The Investment Manager
Significance
Holding the Company’s shares
offers investors a liquid
investment vehicle through
which they can obtain exposure
to the Company’s diversified
portfolio of investments.
The Investment Manager’s
performance is critical for
the Company to deliver its
investment strategy successfully
and meet its objective.
Engagement
Maintaining a close and constructive
working relationship with the Investment
Manager is crucial as the Board and the
Investment Manager both aim to continue
to achieve consistent, long-term returns
in line with the investment objective. The
Board invites the Investment Manager to
attend all Board and certain Committee
meetings in order to update the Directors
on the performance of the investments
and the implementation of the investment
strategy and objective.
Important components in the Board’s
collaboration with the Investment
Manager are:
• Encouraging open discussion with the
Board;
• Recognising that the interests of
shareholders and the Investment
Manager (as well as of its other clients)
are, for the most part, well aligned,
adopting a tone of constructive
challenge, balanced when those
interests are not fully congruent by
robust negotiation of the Investment
Manager’s terms of engagement; and
• Drawing on Directors’ individual
experience to support the Manager in
its monitoring and change management
of portfolio companies, for the benefit of
all of the Investment Manager’s clients.
The Management Engagement Committee
reviews the performance of the Investment
Manager, its remuneration, and the
discharge of its contractual obligations at
least annually.
2024/2025 application
Representatives of the Investment Manager attended
each Board meeting to provide an update on the
investment portfolio along with presenting on
macroeconomic issues.
The portfolio activities undertaken by the Investment
Manager and the impact of decisions affecting
investment performance are set out in the
Investment Manager’s Review on pages 12 to 16.
Investee companies
Significance
The Board is committed to
responsible investing and
actively monitors the activities
of investee companies through
its delegation to the Investment
Manager.
Engagement
The Investment Management team
conducts face-to-face and/or virtual
meetings with the management teams
of all investee companies to understand
current trading and prospects for their
businesses, and to ensure that their ESG
investment principles and approach are
understood.
The Investment Manager has discretionary
powers to exercise the Company’s voting
rights on resolutions proposed by the
investee companies within the Company’s
portfolio. The Investment Manager report
to the Board on stewardship (including
voting) issues and the Board will question
the rationale for voting decisions made.
By active engagement and exercising
voting rights, the Investment Manager
actively works with companies to improve
corporate standards, transparency and
accountability.
2024/2025 application
The Board received regular updates on engagement
with investee companies from the Investment
Manager at its Board meetings.
During the year, the Investment Manager engaged
with many of its investee companies and voted at
shareholder meetings (further details can be found
on page 19).
Section 3: Strategic Report
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Lender
Significance
Availability of funding and
liquidity are crucial to the
Company’s ability to take
advantage of investment
opportunities as they arise.
Engagement
Considering how important the availability
of funding is, the Company aims to
demonstrate to lenders that it is a well
managed business and, in particular, that
the Board focuses regularly and carefully on
the management of risk.
The Manager manages the relationship
with the Company’s lender and reports
to the Board at each meeting as and
when required for renewals of terms or
negotiation of loan covenants. The Manager
provides a monthly statement of compliance
of the loan covenants to the lender.
2024/2025 application
Gearing is monitored and strict restrictions on
borrowings are imposed: gearing continues to
operate within pre-agreed limits so as not to exceed
25% of total assets.
The Board entered into a renewed revolving credit
facility agreement with the Bank of Nova Scotia on
26 February 2025.
Other service providers
Significance
In order to operate as an
investment trust with a listing
on the London Stock Exchange,
the Company relies on a diverse
range of advisers to support
meeting all relevant obligations.
Engagement
The Board maintains regular contact with
its key external providers, both through
the 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.
2024/2025 application
Under delegated authority from the Board, the
Management Engagement Committee reviewed all
material third party service providers.
During the year the Board considered the potential
benefits of changing the Company’s provider of
depositary and custodian services. The Board met
with and reviewed J.P. Morgan Europe Limited and
agreed that it was in the best interest of the Company
to change provider to J.P. Morgan Europe Limited with
effect from 3 October 2025.
The Board considered the ongoing appointments of
its other service providers to be in the best interests
of the Company and its shareholders as a whole and
will continue to monitor their progress in the year
ahead.
Wider society and the environment
Significance
Whilst strong long-term
investment performance is
essential for an investment trust,
the Board recognises that to
provide an investment vehicle
that is sustainable over the long-
term, both it and the Investment
Manager must have regard to
ethical and environmental issues
that impact society. Hence ESG
considerations are integrated
into the Investment Manager’s
investment process and will
continue to evolve.
Engagement
The Board maintains regular contact with
its key external providers, both through
the 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.
2024/2025 application
Further details of the ESG practices can be found in
the Investment Process and Approach section of this
report.
Examples of stakeholder consideration during the year
The Directors were particularly mindful of stakeholder considerations in reaching the following key decisions during the year ended
30 September 2025:
• Announcing a number of strategic initiatives in March 2025, designed to further strengthen the Company’s investment proposition
and deliver value for all of the Company’s shareholders.
• Resolving that the ongoing appointment of the Manager on the terms of the AIFM agreement, including the fee reduction, was in the
best interests of shareholders as a whole.
• Appointing J.P. Morgan Europe Limited as the Company’s provider of depositary and custodian service, after considering how the
potential benefits would best serve the Company’s interests. The transition was approved to take place following the financial year
end, with the migration of depositary and custodian services commencing on 3 October 2025.
• The Board has declared a final dividend of 16.1 pence per share for the year ended 30 September 2025.
Section 3: Strategic Report
30
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
The Board, through its delegation to the Audit and Risk Committee, is responsible for
the Company’s system of risk management and internal control and for reviewing its
effectiveness. The Board has adopted a detailed matrix of principal risks affecting the
Company’s business as an investment trust and has established associated policies
and processes designed to manage and, where possible, mitigate those risks, which
are monitored by the Committee on an ongoing basis. This system assists the Board in
determining the nature and extent of the risks it is willing to take in achieving the Company’s
strategic objectives.
Risk assessment and internal controls review
by the Board
Risk assessment includes consideration of the scope and
quality of the systems of internal control operating within key
service providers, and ensures regular communication of the
results of monitoring by such providers to the Audit and Risk
Committee, including the incidence of significant control failings
or weaknesses that have been identified at any time and the
extent to which they have resulted in unforeseen outcomes or
contingencies that may have a material impact on the Company’s
performance or condition.
Although the Board believes that it has a robust framework of
internal controls in place this can provide only reasonable, and
not absolute, assurance against material financial misstatement
or loss and is designed to manage, not eliminate, risk.
Both the principal risks and uncertainties and the monitoring
system are also subject to robust review at least annually. The last
assessment took place in November 2025.
During the year, the Board discussed and monitored a number
of risks that could potentially impact the Company’s ability to
meet its strategic objectives. The Board receives updates from
the Investment Manager, Company Secretary, and other service
providers on emerging risks that could affect the Company. The
Board was mindful of the evolving global environment during
the year; and the risks posed by volatile markets, and inflation
and corresponding interest levels which could affect the asset
class. However, these are not factors which explicitly impacted the
Company’s performance. These risks are seen as exacerbating
existing risks and have been incorporated in the macro factors,
including the geopolitical/economic environment and climate
change risk section in the table on the following pages.
The Board considered in detail whether there were any material
emerging risks and has included the development of artificial
intelligence as emerging risk.
No significant control failings or weaknesses were identified
from the Audit and Risk Committee’s ongoing risk assessment
throughout the financial year and up to the date of this report.
The Board is satisfied that it has undertaken a detailed review
of the risks facing the Company and that the internal control
environment continues to operate effectively.
Actions taken by the Board and, where appropriate, its
Committees, to manage and mitigate the Company’s principal
risks and uncertainties are set out in the table below. The
“Change” column on the right highlights at a glance the Board’s
assessment of any increases or decreases in risk during the year
after mitigation and management. The arrows show the risks as
increased, decreased, or unchanged.
Risk Report
Section 3: Strategic Report
31
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Risk Mitigation and management Change
Strategy
Market and Economic
Changing economic, monetary, and market
conditions, leading to a significant fall in equity
markets, could adversely impact the value of the
Company’s underlying investments. The use of
gearing (borrowing) can amplify both gains and
losses.
The Board, in conjunction with the Manager, considers
changes in economic and monetary conditions and market
valuations relative to history and other assets.
The Board reviews the use (and cost and availability) of
gearing, with strict restrictions on borrowing imposed so as
not to exceed 25% of total assets.
Political and Policy
Political risks, such as diplomatic tensions, trade wars,
and military conflict, and changes in UK public policy,
could impact the Company’s strategy, objectives, and
performance.
The Board receives regular updates of political/policy risks
from the Manager, and considers relevant issues and UK
public policy changes, to the extent that they apply to the
Company.
Company Objective
Risk that the Company’s investment objective, key
performance indicators, marketing strategy, and cost
base are not aligned with shareholders’ objectives,
resulting in the Company being unattractive to
investors and a wide discount in the share price to
NAV per share.
The Board continually monitors the Company’s success in
meeting its stated objectives and periodically reviews the
appropriateness of the Company’s investment remit.
During the year, the Board introduced strategic initiatives
to strengthen and align the Company’s objectives with the
interests of shareholders.
The Manager’s and Corporate Broker’s marketing and
distribution activities are reviewed at each meeting.
Share price discount to NAV per share and liquidity are
monitored daily by the Board, and the use of buyback
authorities is regularly reviewed.
Service provider fees are subject to periodic benchmarking
to ensure competitiveness.
Annual consideration of the management fee is undertaken
by the MEC.
The cost and use of gearing is continually monitored with
strict restrictions on borrowing imposed.
Investment
Investment Performance
Investment performance may underperform the
Company’s investment objective, the market, and/or
the peer group.
The Board reviews the Manager’s compliance with agreed
investment restrictions and guidelines, the portfolio’s risk
profile, portfolio activity, performance against investment
objectives, strategy and peers; and whether appropriate
strategies are employed to mitigate any negative impact of
substantial changes in markets.
The Board routinely evaluates thematic and factor risks,
stock selection, performance attribution, and considers
ESG issues and the impact of gearing and buybacks on
performance.
Shareholder Register and Engagement
The Company is unable to communicate directly
with shareholders, who hold shares via platforms, or
encourage them to vote at general meetings. If these
shareholders do not vote, results may represent the
view of a small number of shareholders, and any
decisions reached may not reflect the views of, or be
in the best interests of, the majority of the Company’s
shareholders.
The Board and Manager regularly consider shareholders’
views and look to implement initiatives that benefit all
shareholders.
Through general communications in Company documents,
the Board seeks to encourage voting and identify ways
of assisting shareholders to vote through platforms, for
example, by referring shareholders to guidance made
available by the Association of Investment Companies.
Section 3: Strategic Report
32
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Risk Mitigation and management Change
Operational
Third Party Service Providers
The Company relies on external service providers
for key functions. Risks include control failures, poor
performance, and business disruption.
The Board agrees contractual arrangements with service
providers and reviews annual audited internal controls
reports from key service providers, including confirmation of
business continuity arrangements and IT controls.
All Board members may attend the Manager’s Internal
Controls Day to meet directly with third-party service
providers.
Cyber Security
The Company’s operational structure means all
cyber risk arises at its third-party service providers.
Cyber-attacks could lead to operational disruption
and the misplacement or loss of assets, personal and
confidential information.
The Board receives updates from the Manager’s internal
cyber security team covering the cyber security framework,
staff resources and training, security system testing and any
issues of concern.
Cyber-security is monitored as part of the annual review of
the internal controls of its service providers.
Key Personnel and Succession
Loss of the Investment Manager or other key
personnel could negatively impact investor sentiment
and widen the discount to NAV.
The Board considers the Manager’s key man risk and
succession plans and requests the Manager to confirm
succession planning arrangements as part of the annual
evaluation of the Manager by the Management Engagement
Committee (“MEC”).
Regulatory
Regulatory, Legal, and Tax Compliance
Failure to comply with UK Listing Rules, Companies
Act, investment trust tax status (section 1158
of the Corporation Tax Act 2010), or maintain
proper accounting records could have adverse
consequences.
The Board monitors compliance through reports from the
Manager and other service providers.
The Board reviews financial information at each board
meeting and receives regular presentations by the
Manager’s Risk and internal audit function.
Financial Reporting and Information
Errors or irregularities in published information (e.g.,
NAVs, reports) may occur, especially during transitions
between service providers.
Errors or omissions by the Manager or other service
providers are brought to the attention of the Board as soon
as they are identified.
Risks arising from the transition between service providers
were mitigated by dual-running and testing of systems prior
to handover, and regular communications with the Board.
Half Year and Annual Reports are subject to intensive review
by the Audit and Risk Committee and the Board.
Emerging risks
Artificial Intelligence (“AI”)
The development of AI presents potential risks and opportunities to businesses in almost every sector. The Board acknowledges
that the risks associated with AI are challenging to quantify at this stage; however, AI is regarded as an emerging risk, particularly
given its potential to distort asset valuations. The Board, together with the Manager and Investment Manager, will continue to
monitor developments in this area.
Section 3: Strategic Report
33
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Viability statement
The Directors have assessed the viability of the Company over a
five year period, taking into account the Company’s position as at
30 September 2025 and the potential impact of the principal and
emerging risks and uncertainties it faces for the review period.
The Directors have assessed the Company’s operational resilience
and they are satisfied that the Company’s outsourced service
providers will continue to operate effectively.
A period of five years has been chosen as the Board believes
that this reflects a suitable time horizon for strategic planning,
taking into account the investment policy, liquidity of investments,
potential impact of economic cycles, nature of operating costs,
dividends and availability of funding. This time period also reflects
the average holding period of an investment.
In its assessment of the viability of the Company, the Directors
have considered each of the Company’s principal risks and
uncertainties detailed on pages 32 and 33 and in particular
the impact of a significant fall in regional equity markets on
the value of the Company’s investment portfolio. The Directors
have also considered the Company’s income and expenditure
projections and the fact that the Company’s investments comprise
readily realisable securities which can be sold to meet funding
requirements if necessary.
The Directors have also considered a stress test which represents
a severe but plausible scenario along with movement in foreign
exchange rates. This scenario assumes a severe stock market
collapse and/or exchange rate movements at the beginning
of the five year period, resulting in a 50% fall in the value of
the Company’s investments and investment income and no
subsequent recovery in either prices or income in the following
five years. It is assumed that the Company continues to pay an
annual dividend in line with current levels and that the borrowing
facility is repaid through the proceeds of equity sales.
The Company’s investments comprise highly liquid, large, listed
companies and so its assets are readily realisable securities and
could be sold to meet funding requirements or the repayment of
the gearing facility should the need arise. There is no expectation
that the nature of the investments held within the portfolio will be
materially different in the future.
The Company’s loan facility is due to expire in February 2026.
If acceptable terms are available from the existing lenders,
or any alternative, the Company would expect to continue to
access an equivalent facility. However, should these terms not
be forthcoming, the outstanding borrowing attributable to this
facility would be repaid through the proceeds of equity sales.
The operating costs of the Company are predictable and
modest in comparison with the assets and there are no
capital commitments foreseen which would alter that position.
Furthermore, the Company has no employees and consequently
no redundancy or other employment related liabilities.
The Board reviews the performance of the Company’s service
providers regularly, including the Manager, along with internal
controls reports to provide assurance regarding the effective
operation of internal controls as reported on by their reporting
accountants. The Board also considers the business continuity
arrangements of the Company’s key service providers.
The Board monitors the portfolio risk profile, limits imposed
on gearing, counterparty exposure, liquidity risk and financial
controls at its quarterly meetings.
Although there continue to be regulatory changes which could
increase costs or impact revenue, the Directors do not believe
that this would be sufficient to affect its viability.
It is not intended that the Company should have a limited life
but the Directors consider it desirable that the shareholders
should have the opportunity to review the future of the Company
at appropriate intervals. As such, the Board has introduced a
continuation vote to be proposed at the AGM to be held in 2028,
and, if passed, every three years thereafter to ensure that the
Company remains relevant to its shareholders and in-line with
best corporate governance practice. The continuation vote will be
proposed as an ordinary resolution requiring a simple majority of
those voting to be passed. If any continuation vote is not passed,
the Directors will put forward proposals for the reconstruction or
winding-up of the Company to shareholders for their approval
within six months following the date on which the continuation
vote is not passed. In concluding on the viability, the Directors
have made the assumption that shareholders will vote to continue
the Company.
The Board has assumed that the business model of a closed
ended investment company, as well as the Company’s investment
objective, will continue to be attractive to investors. The Directors
also considered the beneficial tax treatment the Company is
eligible for as an investment trust. If changes to these taxation
arrangements were to be made it would affect the viability of the
Company to act as an effective investment vehicle.
Based on the above the Directors have concluded that there is a
reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the five
year period of their assessment.
Going concern
The Directors have assessed the principal risks, the impact of any
emerging risks and uncertainties and the matters referred to
in the viability statement. Based on the work the Directors have
performed, they have not identified any material uncertainties
relating to events or conditions that, individually or collectively,
may cast significant doubt on the Company’s ability to continue as
a going concern for a period of at least 12 months from the date
the financial statements were authorised for issue.
By order of the Board
Schroder Investment Management Limited
Company Secretary
26 November 2025
Conclusion
Section 3: Strategic Report
34
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
London
Section 3: Strategic Report
35
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
London
36
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 4: Governance
37
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 4: Governance
Section 4: Governance
Board of Directors 38
Directors’ Report 40
Audit and Risk Committee Report 43
Management Engagement Committee Report 46
Nomination Committee Report 47
Remuneration Committee Report 49
Directors’ Remuneration Report 50
Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements 53
Status: Senior Independent DirectorStatus: Chair of the Board
Wendy ColquhounHarry Morley
Board of Directors
Length of service: five years – appointed as
a Director in January 2020.
Experience: Ms Colquhoun is Senior
Independent Director of Capital Gearing
Trust plc, Senior Independent Director
of Murray International Trust plc, and
an independent non-executive Director
of Temple Bar Investment Trust Plc. She
was formerly a qualified solicitor and a
senior corporate partner at CMS Cameron
McKenna Nabarro Olswang LLP where she
specialised in financial services. She has
extensive experience of investment trusts
having advised investment trust clients for
over 25 years.
Committee membership: Audit and Risk
Committee, Management Engagement
Committee, Nomination Committee,
Remuneration Committee.
Contribution to the Board and its
Committees: Ms Colquhoun brings extensive
expertise to the Board with over two decades
of experience advising investment trust
boards. Her background as a qualified
solicitor and senior corporate partner at
CMS Cameron McKenna Nabarro Olswang
LLP, specialising in financial services,
further equips her with invaluable legal and
transactional insights for the Board.
Remuneration for the year ended
30 September 2025: £29,500 per annum.
Number of shares held: 2,000
1
Length of service: two years - appointed as a
Director in September 2023.
Experience: Mr Morley was CEO of Armajaro
Asset Management LLP and was the
co-founder and CFO of Tragus Holdings
Ltd, owner of Café Rouge and Bella Italia
restaurant chains. He also worked in the
shipping industry for P&O. He qualified as a
chartered accountant with Price Waterhouse.
He is a Trustee of the Ascot Authority and a
non-executive Director of Cadogan Group
Limited and related companies.
Committee membership: Audit and Risk
Committee, Management Engagement
Committee (Chair), Nomination Committee
(Chair), Remuneration Committee.
Contribution to the Board and its
Committees: Mr Morley enhances the Board
with his diverse executive experience. He has
extensive retail and consumer knowledge and
significant financial and commercial expertise.
His experience as a non-executive Director
provides the Board with valuable strategic and
operational insights.
Remuneration for the year ended
30 September 2025: £43,750 per annum.
Number of shares held: 17,500
1,2
All Directors are
non-executive and
independent of the
Manager. All Directors
are members of the Audit
and Risk Committee, the
Management Engagement
Committee, the
Remuneration Committee,
and the Nomination
Committee.
1
Shareholdings are as at 30 September 2025. Full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 52.
2
Mr Morley’s shareholdings as at 30 September 2025 includes the holding of a connected person.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Status: Director and Chair of the Audit
and Risk Committee
Status: Director and Chair of the
Remuneration Committee
Helen Galbraith Richard Curling
Length of service: three years – appointed
as a Director in April 2022.
Experience: Ms Galbraith is Audit Chair of
CT UK High Income Trust plc, Audit Chair of
Invesco Global Equity Income Trust plc, and
Chair of Orwell Housing Association. She was
formerly Head of Investor Relations at Aviva
plc, Head of Global Equities at Aviva Investors
and has over 20 years’ experience in the
insurance and asset management industry.
She is a Chartered Financial Analyst and a
passionate advocate of financial education
for children having established an online
platform.
Committee membership: Audit and Risk
Committee (Chair), Management Engagement
Committee, Nomination Committee,
Remuneration Committee.
Contribution to the Board and its
Committees: Ms Galbraith brings to the Board
extensive asset management knowledge.
Her roles as Audit Chair and Chair at other
organisations provide her with significant
experience and expertise when Chairing the
Audit and Risk Committee for the Company.
Her previous roles, coupled with her Chartered
Financial Analyst qualification, enhance the
Board’s financial and strategic capabilities.
Additionally, her involvement in the social
housing sector underscores her dedication to
societal impact.
Remuneration for the year ended
30 September 2025: £35,500 per annum.
Number of shares held: 5,500
1
Length of service: less than one year –
appointed as a Director in February 2025.
Experience: Mr Curling is a highly
experienced investment trust Director
and fund manager, who has specialised in
investment companies for over 10 years.
During his career in fund management,
Richard has managed many different types
of portfolios including global equities,
income funds, small cap funds and UK equity
funds for a variety of retail, institutional
and governmental clients both in the UK
and overseas. Mr Curling is currently the
Chairman of Montanaro European Smaller
Companies Trust plc, and a non-executive
Director of The Monks Investment Trust PLC.
Committee membership: Audit and Risk
Committee, Management Engagement
Committee, Nomination Committee,
Remuneration Committee (Chair).
Contribution to the Board and its
Committees: Mr Curling brings extensive
experience in investment trusts and fund
management to the Board, drawing on over a
decade of industry expertise. His oversight of
a wide range of portfolios and his leadership
as both a Chairman and non-executive
Director provide valuable perspective to Board
and Committee discussions.
Remuneration for the year ended
30 September 2025: £29,500 per annum.
Number of shares held: 5,000
1
1
Shareholdings are as at 30 September 2025. Full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 52.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Directors’ Report
The Directors submit their report and the audited Financial Statements of the
Company for the year ended 30 September 2025.
Directors and officers
Chair
The Chair is an independent non-executive Director who
is responsible for leadership of the Board and ensuring its
effectiveness in all aspects of its role. The other significant
commitments of both are detailed on pages 38 and 39.
Senior Independent Director (“SID”)
The SID acts as a sounding board for the Chair, meets with
major shareholders as appropriate, provides a channel for any
shareholder concerns regarding the Chair and takes the lead in
the annual evaluation of the Chair by the independent Directors.
Company Secretary
Schroder Investment Management Limited provides company
secretarial support to the Board and is responsible for assisting
the Chair with Board meetings and advising the Board with
respect to governance. The Company Secretary also manages the
relationship with the Company’s service providers, except for the
Manager. Shareholders wishing to lodge questions in advance of
the AGM are invited to do so by writing to the Company Secretary
at the address given on the outside back cover, or by email to:
amcompanysecretary@schroders.com.
Corporate Governance Statement
The Company is committed to high standards of corporate
governance and has implemented a framework for corporate
governance which it considers to be appropriate for an
investment trust.
The Financial Conduct Authority (“FCA”) requires all UK listed
companies to disclose how they have applied the principles and
complied with the provisions of the UK Corporate Governance
Code 2018 (the “UK Code”) issued by the Financial Reporting
Council (“FRC”).
The Board has considered the principles and provisions of the
Association of Investment Companies (“AIC”) Code of Corporate
Governance 2019 (the “AIC Code”) which addresses those set out
in the UK Code, as well as setting out additional provisions on
issues that are of specific relevance to the Company.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the FRC,
provides more relevant information to shareholders.
The AIC Code is available on the AIC website (www.theaic.co.uk).
It includes an explanation of how the AIC Code adopts the
principles and provisions set out in the UK Code to make them
relevant for investment companies.
The Board confirms that the Company has complied with the
AIC Code, in so far as they apply to the Company’s business,
throughout the year under review. As all of the Company’s day-to-
day management and administrative functions are outsourced to
third parties, it has no executive directors, employees or internal
operations and therefore has not reported in respect of the
following UK Code Provisions:
• the role of the executive Directors and senior management;
• the need for an internal audit function; and
• executive Directors’ remuneration.
Role and operation of the Board
The Board of Directors, listed on pages 38 and 39, is the
Company’s governing body; it sets the Company’s strategy and
is collectively responsible to shareholders for the Company’s
long-term success. The Board is responsible for appointing and
subsequently monitoring the activities of the Investment Manager
and other service providers to ensure that the investment
objective of the Company continues to be met. The Board also
ensures that the Manager adheres to the investment restrictions
set by the Board and acts within the parameters set by it in
respect of any gearing. The Strategic Report on pages 24 to 33
sets out further detail of how the Board reviews the Company’s
strategy, risk management and internal controls and also includes
other information required for the Directors’ Report, and is
incorporated by reference.
A formal schedule of matters specifically reserved for decision
by the Board has been defined and a procedure adopted for
Directors, in the furtherance of their duties, to take independent
professional advice at the expense of the Company.
The Chair ensures that all Directors receive relevant management,
regulatory and financial information in a timely manner and that
they are provided, on a regular basis, with key information on the
Company’s policies, regulatory requirements and internal controls.
The Board meets at least quarterly and receives and considers
reports regularly from the Manager and other key advisers and ad
hoc reports and information are supplied to the Board as required.
Four Board meetings are usually scheduled each year to deal
with matters including: the setting and monitoring of investment
strategy; approval of borrowings and/or cash positions; review
of investment performance; the level of premium or discount
of the Company’s shares to NAV per share and promotion of
the Company; and services provided by third parties. Additional
meetings of the Board are arranged as required.
The Board has approved a policy on Directors’ conflicts of interest.
Under this policy, Directors are required to disclose all actual
and potential conflicts of interest to the Board as they arise for
consideration and approval. The Board may impose restrictions or
refuse to authorise such conflicts if deemed appropriate.
No Directors have any connections with the Manager, shared
directorships with other Directors or material interests in any
contract which is significant to the Company’s business.
Committees
In order to assist the Board in fulfilling its governance
responsibilities, it has delegated certain functions to Committees.
The roles and responsibilities of these Committees, together with
details of work undertaken during the year under review, are
outlined over the next few pages.
The reports of the Audit and Risk, Management Engagement,
Nomination, and Remuneration Committees are incorporated
into and form part of the Directors’ Report. Each Committee’s
effectiveness was assessed, and judged to be satisfactory, as part
of the Board’s annual review of the Board and its Committees.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Directors’ attendance at meetings
The number of scheduled meetings of the Board and its Committees held during the financial year and the attendance of individual
Directors is shown below. Whenever possible, all Directors attend the AGM.
Board Board
Audit
and Risk
Committee
Management
Engagement
Committee
Nomination
Committee
Remuneration
Committee
Harry Morley (Chair) 4/4 2/2 1/1 1/1 1/1
Wendy Colquhoun 4/4 2/2 1/1 1/1 1/1
Richard Curling
1
3/4 1/2 1/1 1/1 1/1
Helen Galbraith 4/4 2/2 1/1 1/1 1/1
Robert Talbut
2
2/4 1/2 0/1 0/1 0/1
1
Richard Curling was appointed to the Board on 24 February 2025.
2
Robert Talbut retired from the Board on 24 February 2025.
In addition to the above meetings, the Board met several times on an ad-hoc basis during the year.
Key service providers
The Board has adopted an outsourced business model and has
appointed the following key service providers:
Manager
The Company is an alternative investment fund as defined by the
AIFM Directive and has appointed Schroder Unit Trusts Limited
(“SUTL”) as the Manager in accordance with the terms of an
alternative investment fund manager (“AIFM”) agreement. The
AIFM agreement, which is governed by the laws of England and
Wales, can be terminated by either party on 12 months’ notice
or on immediate notice in the event of certain breaches or the
insolvency of either party. As at the date of this report, no such
notice had been given by either party.
SUTL is authorised and regulated by the FCA and provides
portfolio management, risk management, accounting and
company secretarial services to the Company under the AIFM
agreement. Part of the fund accounting and administration
activities are currently performed by HSBC Securities Services
(UK) Limited. The Manager also provides general marketing
support for the Company and manages relationships with key
investors, in conjunction with the Chair, other Board members or
the corporate broker as appropriate. The Manager has delegated
investment management, marketing, administrative, accounting
and company secretarial services to another wholly owned
subsidiary of Schroders plc.
The Manager has in place appropriate professional indemnity
cover.
The Schroders Group manages £816.7 billion (as at 30 September
2025) on behalf of institutional and retail investors, financial
institutions and high net worth clients from around the world,
invested in a broad range of asset classes across equities, fixed
income, multi-asset and alternatives.
Fees payable to the Manager
During the year, the Board agreed a management fee reduction
with Schroder Unit Trusts Limited. The previous management
fees were (1) 0.65% per annum on net assets plus short term
borrowings, less cash up to £250 million and; (2) 0.60% per
annum of any such amount in excess of £250 million. With
effect from 1 April 2025, the reduced management fee will be
calculated based on the lower of (1) 0.60% per annum of market
capitalisation; or (2) the net asset value-based fee arrangement.
The management fee payable in respect of the year ended
30 September 2025 amounted to £1,520,000 (2024: £1,650,000),
paid quarterly in arrears.
The Manager is also entitled to receive a fee for providing
administrative, accounting and company secretarial
services to the Company. For these services, for the year
ended 30 September 2025, it received a fee of £181,000
(2024: £176,000). The fee continues to be subject to annual
adjustment in line with changes in the Retail Prices Index.
Details of all amounts payable to the Manager are set out in note
4 on page 66.
The Board has reviewed the performance of the Manager for the
year under review. The Board is satisfied that the Manager has
the appropriate depth and quality of resource to deliver good
returns over the longer term and that the continued appointment
of the Manager on the terms agreed is in the best interest of the
Company and its shareholders.
Depositary
With effect from 3 October 2025, J.P. Morgan Europe Limited
were appointed to provide depositary and custodian services to
the Company, replacing HSBC Bank plc who had provided these
services for the year under review and up until 3 October 2025.
J.P. Morgan Europe Limited, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority, carries out certain duties of a depositary
specified in the AIFM Directive including, in relation to the
Company:
• safekeeping of the assets of the Company which are entrusted
to it;
• cash monitoring; and
• oversight of the Company and the Manager to the extent
described in the AIFM Directive.
The Company, the Manager and the depositary may terminate
the depositary agreement at any time by giving 90 days’ notice in
writing. The depositary may only be removed from office when a
new depositary is appointed by the Company.
Registrar
Equiniti Limited (“Equiniti”) has been appointed as the Company’s
registrar. Equiniti’s services to the Company include share register
maintenance (including the issuance, transfer and cancellation
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
of shares as necessary), acting as agent for the payment of any
dividends, management of company meetings (including the
registering of proxy votes and scrutineer services as necessary),
handling shareholder queries and correspondence and
processing corporate actions.
Share capital and substantial share interests
As at the date of this report, the Company had 36,143,690
Ordinary Shares of 25p in issue. 2,238,000 shares were held in
treasury.
Accordingly, the total number of voting rights in the Company at
the date of this report is 33,905,690. Details of changes to the
Company’s share capital during the year under review are given in
note 14 on page 69. All shares in issue rank equally with respect
to voting, dividends and any distribution on winding up.
There are no restrictions concerning the transfer of securities in
the Company; no special rights with regard to control attached
to securities; no restrictions on voting rights; no agreements
between holders of securities regarding their transfer known to
the Company; and no agreements to which the Company is a
party that might change or fall away on a change of control or
trigger any compensatory payments for Directors following a
successful takeover bid.
As at 30 September 2025, the Company has received
notifications in accordance with the FCA Disclosure Guidance
and Transparency Rule 5.1.2R of the following interests in 3%
or more of the voting rights attached to the Company’s issued
share capital. The Company is reliant on investors to comply
with these regulations, and certain investors may be exempted
from providing these. As such, this should not be relied on as
an exhaustive list of shareholders holding above 3% of the
Company’s voting rights.
Board
Number of
shares held
1
% of
voting rights
1
Hargreaves Lansdown, stockbrokers 4,322,751 12.50
Interactive Investor 3,116,152 9.01
Saba Capital Management
2
5,161,594 7.60
Evelyn Partners (Retail) 2,584,069 7.47
Redmayne Bentley, stockbrokers 1,987,412 5.75
Charles Stanley 1,724,654 4.98
AJ Bell, stockbrokers (EO) 1,414,414 4.09
Rathbones 1,191,291 3.44
Allspring Global Investments 1,108,303 3.20
1 As at date of notification.
2 As of the 15 September 2025, Saba Capital Management LP held 7.60%
by way of direct shareholdings, and a further 7.44% through financial
instruments.
There have been no changes to the major interests in the
Company’s shares since year end.
Provision of information to the auditor
The Directors at the date of approval of this report confirm
that, so far as each of them is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
each Director has taken all the steps that he or she ought to
have taken as a Director in order to make himself or herself
aware of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
Directors’ and officers’ liability insurance and
indemnities
Directors’ and officers’ liability insurance cover was in place for
the Directors throughout the year. The Company’s Articles of
Association provide, subject to the provisions of UK legislation,
an indemnity for Directors in respect of costs which they may
incur relating to the defence of any proceedings brought against
them arising out of their positions as Directors, in which they are
acquitted or judgement is given in their favour by the court. This
is a qualifying third party indemnity and was in place throughout
the year under review for each Director and to the date of this
report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
26 November 2025
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
All Directors are members of the Committee. Helen Galbraith is the Chair of the Committee. The AIC Code permits the Chair of the
Board to be a member of the Audit Committee of an investment trust. The Board has satisfied itself that at least one of the Committee’s
members has recent and relevant financial experience and that the Committee as a whole has competence relevant to the sector in
which the Company operates.
The activities of the Committee were considered as part of the internally facilitated board appraisal process completed in
accordance with standard governance arrangements. The evaluation found that the Committee functioned well, with the right
balance of membership, skills and experience. The Committee’s Terms of Reference are available on the Company’s web pages:
www.schroders.co.uk/midcap.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Risk management and internal
controls
Financial reports and valuation Audit
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring
the principal and emerging risks of the
Company and to explain how these are
managed or mitigated.
Financial statements
To monitor the integrity of the financial
statements of the Company and any
formal announcements relating to the
Company’s financial performance and
valuation. To also review the Half Year
Report.
Audit results
To discuss any matters arising from the
audit and recommendations made by the
auditor.
Internal controls
The Committee is responsible for
reviewing the adequacy and effectiveness
of the Company’s internal controls and the
whistleblowing procedures operated by
the AIFM and other services providers.
Going concern and viability
To review the position and make
recommendations to the Board in relation
to whether it considers it appropriate
to adopt the going concern basis of
accounting in preparing its Annual and
Half Year Report.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Auditor appointment, independence
and performance
To make recommendations to the
Board, in relation to the appointment,
re-appointment, effectiveness, any non-
audit services by the auditor and removal
of the external auditor. To review their
independence, and to approve their
remuneration and terms of engagement.
To review the audit plan and engagement
letter.
For application see following page.
Review of external
auditors
Half year
report
Audit
planning
Audit Annual
report
Audit and Risk Committee Report
The responsibilities and work carried out by the Audit and Risk
Committee during the year under review are set out in the following
report. The duties and responsibilities of the Committee, which include
monitoring the integrity of the Company’s financial reporting and
internal controls, are set out in further detail below:
Section 4: Governance
43
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Application during the year
The Committee met twice during the year under review and the below table sets out how the Committee discharged its duties during the
year under review and up until the approval of this report. Further details on attendance can be found on page 41.
Risk management and internal
controls
Financial reports and valuation Audit
Principal and emerging risks and
uncertainties
Reviewed the principal and emerging risks
and uncertainties faced by the Company
together with the systems, processes and
oversight in place to manage and mitigate
them.
Recognition of investment income
Considered dividends received against
forecast and the allocation of special
dividends to income or capital.
Meetings with the auditor
The auditor attended meetings to present
their audit plan and the findings of the
audit. The Committee met the auditor
without representatives of the Manager
present.
Service provider controls
Consideration of the operational controls
maintained by the Manager, depositary,
and registrar.
Valuation and existence of holdings
The Company’s assets are principally
invested in quoted equities. The Board
reviews detailed reports on portfolio
holdings on a quarterly basis.
Effectiveness of the independent audit
process and auditor performance
Evaluated the effectiveness of the
independent audit firm and process
prior to making a recommendation
that it should be re-appointed at the
forthcoming AGM. Evaluated the auditor’s
performance against agreed criteria
including: qualification; knowledge,
expertise and resources; independence
policies; effectiveness of audit planning;
adherence to auditing standards; and
overall competence, alongside feedback
from the Manager on the audit process.
Professional scepticism of the auditor
was questioned and the Committee was
satisfied with the auditor’s replies.
Internal controls and risk
management
Consideration of several key aspects of
internal control and risk management
operating within the Manager,
administrator depositary and registrar,
including assurance reports and
presentations on these controls.
The Committee has begun considering
the AIC Code requirement for boards
to declare the effectiveness of material
internal controls as at the balance
sheet date. The new rules will apply to
accounting periods commencing on or
after 1 January 2026.
Calculation of the investment
management fee and performance fee
Consideration of methodology used to
calculate the fees, matched against the
criteria set out in the AIFM agreement.
Auditor independence
This is the second year that BDO LLP has
provided audit services to the Company,
since their appointment on 19 July 2024.
The auditor is required to rotate the senior
statutory auditor every five years. This is
the second year that the senior statutory
auditor, Peter Smith, has conducted
the audit of the Company’s Financial
Statements.
The Committee was satisfied that there
were no circumstances that affected the
independence or objectivity of the auditor.
Compliance with the investment
trust qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
confirming compliance.
Allocation rate of indirect expenses to
capital
Consideration of policy of allocating certain
indirect expenses to capital. Further details
in note 1(e).
Provision of non-audit services by the
auditor
The Committee has reviewed the FRC’s
Guidance on Audit Committees and has
formulated a policy on the provision of
non-audit services by the Company’s
auditor. The Committee has determined
that the Company’s appointed auditor
will not be considered for the provision
of certain non-audit services, such as
accounting and preparation of the
Financial Statements, internal audit and
custody. The auditor may, if required,
provide other non-audit services which
will be judged on a case-by-case basis.
The auditor did not provide any non-audit
services to the Company during the year
under review.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Risk management and internal
controls
Financial reports and valuation Audit
Overall accuracy of the report and
financial statements
Consideration of the Annual Report and
Financial Statements and the letter from
the Manager in support of the letter of
representation to the auditor.
Consent to continue as auditor
BDO LLP indicated to the Committee its
willingness to continue to act as auditor.
Fair, balanced and understandable
Reviewed the Annual Report and Financial
Statements to advise the Board whether
it was fair, balanced, and understandable.
Reviewed whether performance measures
were reflective of the business, whether
there was adequate commentary on the
Company’s strengths and weaknesses
and that the annual report and financial
statements, taken as a whole was
consistent with the Board’s view of the
operation of the Company.
Going concern and viability
Reviewed the position and made
recommendations to the Board in relation
to whether it considered it appropriate
to adopt the going concern basis of
accounting in preparing its annual and half
year report, including the consideration
of the upcoming continuation vote.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Recommendations made to, and approved by, the Board:
• The Committee recommended that the Board approve the Half Year and Annual Report and Financial Statements.
• The Committee recommended that the going concern assumption be adopted in the Annual Report and Financial Statements and
the explanations set out in the viability statement.
• As a result of the work performed, the Committee concluded that the Annual Report and Financial Statements for the year ended
30 September 2025, taken as a whole, is fair, balanced, and understandable and provides the information necessary for shareholders
to assess the Company’s position, performance, business model and strategy, and has reported on these findings to the Board. The
Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 53.
• Having reviewed the performance of the auditor as described above, the Committee considered it appropriate to recommend the
auditor’s re-appointment. Resolutions to re-appoint BDO LLP as auditor to the Company, and to authorise the Directors to determine
their remuneration, will be proposed at the forthcoming AGM.
Helen Galbraith
Chair of the Audit and Risk Committee
26 November 2025
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Management Engagement Committee Report
The Management Engagement Committee is responsible for (1) the monitoring and oversight
of the Manager’s performance and fees, and confirming the Manager’s ongoing suitability, and
(2) reviewing and assessing the Company’s other service providers, including reviewing their
fees.
All Directors are members of the Committee. Harry Morley is Chair of the Committee. The activities of the Committee were considered
as part of the internally facilitated Board appraisal process completed in accordance with standard governance arrangements. The
evaluation found that the Committee functioned well, with the right balance of membership, skills and experience. Its Terms of
Reference are available on the Company’s web pages: www.schroders.co.uk/ukmidcap.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Oversight of the Manager Oversight of other service providers
The Committee:
• reviews the Manager’s performance, over the short and long
term, against the reference index, peer group and the market.
• considers the reporting it has received from the Manager
throughout the year, and the reporting from the Manager to
the shareholders.
• assesses management fees on an absolute and relative basis,
receiving input from the Company’s broker, including peer
group and industry figures, as well as the structure of the fees.
• reviews the appropriateness of the Manager’s contract,
including terms such as notice period.
• assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Manager.
The Committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
• Depositary and custodian
• Corporate broker
• Registrar
• Lender
The Committee also receives a report from the Company
Secretary on ancillary service providers, and considers any
recommendations.
The Committee notes the Audit and Risk Committee’s review of
the auditor.
Application during the year
Oversight of the Manager
Oversight of other service providers
The Committee undertook a detailed review of the Investment
Manager’s performance and agreed that there was the
appropriate depth and quality of resource to deliver superior
returns over the longer term.
The Committee reviewed the terms of the AIFM agreement
and agreed they remained fit for purpose. The Committee
also engaged with the Manager and agreed a reduction in the
investment management services fee.
The Committee reviewed the other services provided by the
Manager and agreed they were satisfactory.
The annual review of each of the service providers was
satisfactory.
The Committee noted that the Audit and Risk Committee had
undertaken a detailed evaluation of the internal controls of the
Manager, registrar, depositary and custodian.
Recommendations made to, and approved by, the Board:
• That the ongoing appointment of the Manager on the terms of the AIFM agreement was in the best interests of shareholders as a
whole.
• That the Company’s service providers’ performance remained satisfactory.
• That with effect from 1 April 2025, the investment management fee be reduced, and the basis for its calculation be amended.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Nomination Committee Report
The Nomination Committee is responsible for (1) the recruitment, selection and induction of
Directors, (2) their assessment during their tenure, and (3) the Board’s succession. All Directors
are members of the Committee.
All Directors are members of the Committee. Harry Morley is the Chair of the Committee. The activities of the Committee were
considered as part of the internally facilitated Board appraisal process completed in accordance with standard governance
arrangements. The evaluation found that the Committee functioned well, with the right balance of membership, skills and experience.
Its Terms of Reference are available on the Company’s web pages: www.schroders.co.uk/ukmidcap.
Selection and ongoing assessment of Directors
Application of
succession policy
Selection Induction Annual
evaluation
Annual review of
succession policy
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Selection and induction Board evaluation Succession
• The Committee prepares a job
specification for each role and considers
the use of an independent recruitment
firm. For the Chair and Chairs of the
Committees, the Committee also
considers current Board members.
• Job specification outlines the knowledge,
professional skills, personal qualities and
experience requirements.
• Potential candidates are assessed
against the Company’s diversity policy.
• The Committee discusses the long
list, invites a number of candidates for
interview and makes a recommendation
to the Board.
• The Committee reviews the induction
and training of new Directors.
• The Committee assesses each Director
annually and considers if an external
evaluation should take place.
• Evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides
a valuable contribution to the Board
during the year, taking into account time
commitment, independence, conflicts
and training needs.
• Following the evaluation, the Committee
provides a recommendation to
shareholders with respect to the annual
re-election of Directors at the AGM.
• All Directors retire at the AGM and their
re-election is subject to shareholder
approval.
• Taking into consideration diversity
and the need for regular refreshment
and orderly succession, the Board’s
policy is that Directors’ tenure will be
for no longer than nine years, with the
exception of the Chair of the Board, who
should not serve longer than nine years,
in ordinary circumstances and that each
Director will be subject to annual re-
election at the AGM.
• The Committee reviews the Board’s
current and future needs at least
annually. Should any need be identified
the Committee will initiate the selection
process.
• The Committee oversees the handover
process for retiring Directors.
For application see following page.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Application during the year
Selection and induction Board evaluation and Directors’ fees Succession
• Following Richard Curling’s appointment,
subsequent to a rigorous selection
process using independent search firm
Trust Associates, Richard engaged in an
induction programme with the Manager
and its various operating functions. He
will stand for election as a Director at
the forthcoming AGM.
• The annual Board evaluation, including
evaluation of its Committees, was
undertaken in September 2025 and
concluded that the Board and its
Committees functioned well, with the
right balance of membership, skills and
experience. For the year under review,
the evaluation was undertaken internally
by the completion of questionnaires.
• The Committee also reviewed each
Director’s time commitment and
independence by reviewing a complete
list of appointments, including pro bono,
not for profit roles, to ensure that each
Director remained free from conflict
and had sufficient time available to
discharge each of their duties effectively.
During the review, the Committee
was also mindful of the concept of
‘overboarding’ and considered the time,
nature and complexity of each Director’s
other roles and concluded that it did not
believe that any of the Directors were
overboarded.
• The Committee considered each
Director’s contributions, and noted
that in addition to extensive experience
as professionals and non-executive
Directors, each Director had valuable
skills and experience, as detailed in their
biographies on pages 38 and 39.
• All Directors were considered to
be independent in character and
judgement and the Committee reviews
this information annually.
• Based on its assessment, the Committee
provided individual recommendations
for each Director’s re-election at the
AGM to be held in February 2026,
with the exception of Richard Curling,
who will seek election, having been
appointed as a Director in February
2025.
• The Committee reviewed the succession
policy and agreed it remains fit for
purpose.
• Following a rigorous selection process,
Richard Curling was appointed to the
Board as a non-executive Director with
effect from 24 February 2025 and will
stand for election as a non-executive
Director at the forthcoming AGM.
• Following the retirement of Robert
Talbut and the appointment of Harry
Morley as Chair, Richard Curling
succeeded Harry Morley as Chair of the
Remuneration Committee.
Recommendations made to, and approved by, the Board:
• That Richard Curling be appointed to the Board as a non-executive Director with effect from 24 February 2025 and that his election
as a Director be proposed, and recommended to shareholders for approval at the 2026 AGM.
• That with effect from 24 February 2025, Richard Curling be appointed as Chair of the Remuneration Committee.
• That all Directors remain independent, continue to demonstrate commitment to their roles, provide a valuable contribution to the
deliberations of the Board, contribute towards the Company’s long-term, sustainable success, and remain free from conflicts with
the Company and its Directors; therefore they should all be recommended for re-election by shareholders at the AGM, with the
exception of Richard Curling, who having been appointed as a non-executive Director in February 2025, would seek election by
shareholders at the AGM.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Remuneration Committee Report
The Remuneration Committee is responsible for making recommendations to the Board about
the remuneration of the Directors.
All Directors are members of the Committee, which is considered appropriate by the Directors given that all members are independent
non-executive Director. Richard Curling is Chair of the Committee. Its Terms of Reference are available on the Company’s web pages:
www.schroders.co.uk/ukmidcap.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Directors’ fees
• The Committee determines and agrees with the Board the framework or broad policy for the remuneration of the Directors. The
objective of the policy shall be to ensure that members of the Board are, in a fair and responsible manner, rewarded for their
individual contributions to the success of the Company. No Director shall be involved in any decisions as to their own remuneration
outcome.
• The Committee reviews the ongoing appropriateness and relevance of the remuneration policy.
• The Committee reviews Director remuneration annually and makes recommendations on the fees paid to non-executive Directors in
light of Directors’ workloads, levels of responsibility and industry norms.
• The Committee ensures that each year the Remuneration Report is put to shareholders for approval as an advisory vote at the AGM,
and the remuneration policy is put to shareholders for approval every three years at the AGM.
Application during the year
Directors’ fees
• The remuneration framework, as set out in the Directors’ Remuneration Report, was unchanged during the year.
• The Committee concluded that the remuneration policy remained appropriate and relevant.
• The Committee reviewed Directors’ fees, using external benchmarking, and recommended that Directors’ fees be increased with
effect from 1 October 2025.
• The Remuneration Report and Remuneration Policy will be put to shareholders for approval at the forthcoming AGM.
Recommendations made to, and approved by, the Board:
• That the remuneration framework and remuneration policy remained appropriate.
• That the Remuneration Report should be put to shareholders for approval as an advisory vote at the forthcoming AGM.
• That Directors’ fees be increased to the following with effect from 1 October 2025: Chair £45,500, Audit and Risk Committee Chair
£36,750, and other Directors £31,000.
Section 4: Governance
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Directors’ Remuneration Report
Introduction
The following remuneration policy is currently in force and is
subject to a binding vote every three years. The next vote will take
place at the AGM to be held in February 2026 and the current
policy provisions will apply until that date. The Directors’ annual
report on remuneration below is subject to an annual advisory
vote. An ordinary resolution to approve this report will be put to
shareholders at the forthcoming AGM.
At the AGM held on 21 February 2023 when the policy was last
voted on by shareholders, 97.06% of the votes cast (including
votes cast at the Chair’s discretion) in respect of approval of the
Directors’ remuneration policy were in favour, while 2.94% were
against. 9,568 votes were withheld.
At the AGM held on 24 February 2025, 99.43% of the votes
cast (including votes cast at the Chair’s discretion) in respect of
approval of the Directors’ remuneration report for the year ended
30 September 2024 were in favour, while 0.49% were against. 687
votes were withheld.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter dealt with by
the Remuneration Committee and the Board.
It is the Remuneration Committee’s policy to determine the level
of Directors’ remuneration having regard to amounts payable to
non-executive Directors in the industry generally, the role that
individual Directors fulfil in respect of Board and Committee
responsibilities, and time committed to the Company’s affairs,
taking into account the aggregate limit of fees set out in the
Company’s Articles of Association (currently £200,000). Any
increase in the level set out therein requires approval by the
Board and the Company’s shareholders.
The Chair of the Board and the Chair of the Audit and Risk
Committee each receive fees at a higher rate than the other
Directors to reflect their additional responsibilities. Directors’
fees are set at a level to recruit and retain individuals of sufficient
calibre, with the level of knowledge, experience and expertise
necessary to promote the success of the Company in reaching its
short and long-term strategic objectives.
The Board and its Committees exclusively comprise non-executive
Directors. No Director past or present has an entitlement to
a pension from the Company, and the Company has not, and
does not intend to, operate a share scheme for Directors or to
award any share options or long-term performance incentives
to any Director. No Director has a service contract with the
Company, although Directors have a letter of appointment.
Directors do not receive exit payments and are not provided
with any compensation for loss of office. No other payments are
made to Directors other than the reimbursement of reasonable
out-of-pocket expenses incurred in attending to the Company’s
business.
Implementation of policy
The terms of Directors’ letters of appointment are available for
inspection at the Company’s registered office address during
normal business hours and during the AGM at the location of
such meeting.
As the Company does not have any employees, no employee pay
and employment conditions were taken into account when setting
this remuneration policy and no employees were consulted in its
construction.
Directors’ fees are reviewed annually and take into account
research from third parties on the fee levels of Directors of peer
group companies, as well as industry norms and factors affecting
the time commitment expected of the Directors. New Directors
are subject to the provisions set out in this remuneration policy.
Directors’ annual report on remuneration
This report sets out how the remuneration policy was
implemented during the year ended 30 September 2025.
Consideration of matters relating to Directors’
remuneration
Directors’ remuneration was last reviewed by the Remuneration
Committee in October 2025. Although no external advice was
sought in considering the levels of Directors’ fees, information
on fees paid to Directors of other investment trusts managed
by Schroders and peer group companies was provided by the
Manager and corporate broker and was taken into consideration.
Following this review, the Remuneration Committee
recommended that Directors’ fees be increased to the following
with effect from 1 October 2025: Chair £45,500, Audit and Risk
Committee Chair £36,750, and other Directors £31,000.
The terms of Directors’ letters of appointment are available for
inspection at the Company’s registered office address during
normal business hours and during the AGM at the location of
such meeting.
Section 4: Governance
50
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 30 September 2025 and
the preceding financial year. Directors’ remuneration is all fixed; they do not receive any variable remuneration. The performance of the
Company over the financial year is presented on page 5, under the heading “Performance Summary”.
Fees Taxable benefits
1
Total
Directors
2025
£
2024
£
2025
£
2024
£
2025
£
2024
£
Harry Morley (Chair)
2
38,032 28,350 210 572 38,242 28,922
Wendy Colquhoun 29,500 28,350 206 3,533 29,706 31,883
Richard Curling
3
17,776 – 230 – 18,006 –
Helen Galbraith 35,500 31,593 – – 35,500 31,593
Robert Talbut (Chair)
4
17,276 42,000 47 – 17,323 42,000
Andrew Page
5
– 15,006 – 1,456 – 16,462
138,083 145,299 693 5,561 138,776 150,861
1
Comprise amounts reimbursed for expenses incurred in carrying out business for the Company, and which have been grossed up, to include PAYE and NI contributions.
2
Appointed as a Director on 1 September 2023. Appointed as Chair on 24 February 2025.
3
Appointed as a Director on 24 February 2025.
4
Retired from the Board on 24 February 2025.
5
Retired from the Board on 8 March 2024.
The information in the above table has been audited.
Change in annual remuneration payable
Directors
30 September
2025
%
30 September
2024
%
30 September
2023
%
30 September
2022
%
30 September
2021
%
Harry Morley (Chair)
1
32.2 1,099.6 N/a N/a N/a
Wendy Colquhoun -6.8 10.9 7.4 7.1 33.3
Richard Curling
2
N/a N/a N/a N/a N/a
Helen Galbraith 12.4 17.0 115.3 N/a N/a
Robert Talbut
3
-58.8 4.2 3.6 18.6 29.0
Andrew Page
4
N/a N/a 4.0 4.2 (0.3)
Clare Dobie
5
N/a N/a N/a N/a (0.6)
Eric Sanderson
6
N/a N/a N/a N/a (64.5)
1
Appointed as a Director on 1 September 2023. Appointed as Chair on 24 February 2025.
2
Appointed as a Director on 24 February 2025
3
Retired from the Board on 24 February 2025.
4
Retired from the Board on 8 March 2024.
5
Retired from the Board on 15 September 2022.
6
Retired from the Board on 8 February 2021.
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review
and the prior period. In considering these figures, shareholders should take into account the Company’s investment objective.
Distributions to shareholders vs Directors’ remuneration
Year ended
30 September
2025
Year ended
30 September
2024 Change
£’000 £’000 %
Remuneration payable to Directors 139 151 (7.9)
Distributions paid to shareholders
– Dividends 7,538 7,262
Total distributions paid to shareholders 7,538 7,262 3.8
Section 4: Governance
51
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
10 Year share price and Benchmark total returns
A graph showing the Company’s share price total return compared with the FTSE 250 ex Investment Trust Index, over the last ten years,
is set out below, per Schedule 8, section 18, 4(c) of the Companies Act 2006.
50
100
150
200
250
30 Sep 2015
30 Sep 2016
30 Sep 2017
30 Sep 2018
30 Sep 2019
30 Sep 2020
30 Sep 2021
30 Sep 2022
30 Sep 2023
30 Sep 2024
30 Sep 2025
Share Price Total Return
Benchmark
Source: Morningstar/Thomson Reuters. Rebased to 100 at 30 September 2015. Definitions of terms and Alternative Performance Measures are given on pages
82 and 83.
Directors’ share interests (audited)
The Company’s Articles of Association do not require Directors to own shares in the Company. The interests of Directors, including
those of connected persons, at the beginning and end of the financial year under review are set out below.
At 30 September
2025
1
At 30 September
2024
1
Harry Morley (Chair)
2
17,500 17,500
Wendy Colquhoun 2,000 2,000
Richard Curling
3
5,000 n/a
Helen Galbraith 5,500 5,500
Robert Talbut
4
n/a 8,176
1
Ordinary Shares of 25p each.
2
Mr Morley’s shareholdings as at 30 September 2025 includes the holding of a connected person.
3
Appointed on 24 February 2025.
4
Retired from the Board on 24 February 2025.
There have been no changes notified to the Company since the year end.
On behalf of the Board
Richard Curling
Chair of the Remuneration Committee
26 November 2025
Section 4: Governance
52
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Statement of Directors’ Responsibilities in respect of
the Annual Report and Financial Statements
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have elected to prepare the financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising Financial
Reporting Standard (“FRS”) 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” and applicable law).
Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that period. In preparing these financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any
material departures disclosed and explained in the financial
statements;
• prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business;
• prepare a Directors’ report, a strategic report and Directors’
remuneration report which comply with the requirements of
the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for ensuring the Annual Report
and the Financial Statements are made available on a website.
Financial statements are published on the Company’s website in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements, which
may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the responsibility of
the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the financial statements contained therein.
Directors’ statement
Each of the Directors, whose names and functions are listed on
pages 38 and 39, confirm that to the best of their knowledge:
• the Financial Statements, which have been prepared in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards
and applicable law), give a true and fair view of the assets,
liabilities, financial position and net return of the Company;
• the Annual Report includes a fair review of the development
and performance of the business and the financial position
of the group and company, together with a description of the
principal risks and uncertainties that they face; and
• 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
Company’s position and performance, business model and
strategy.
On behalf of the Board
Harry Morley
Chair
26 November 2025
Section 4: Governance
53
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
London
54
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 5: Financials
55
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 5: Financials
Section 5: Financials
Independent Auditor’s Report 56
Statement of Comprehensive Income 61
Statement of Changes in Equity 62
Statement of Financial Position 63
Notes to the Financial Statements 64
Independent Auditor’s Report
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as
at 30 September 2025 and of its profit for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements of Schroder UK Mid
Cap Fund Plc (the ‘Company’) for the year ended 30 September
2025 which comprise the Statement of Comprehensive Income,
the Statement of Changes in Equity, the Statement of Financial
Position and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and United Kingdom Accounting Standards, including
Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the United Kingdom and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent
with the additional report to the Audit and Risk Committee.
Independence
Following the recommendation of the Audit and Risk Committee,
we were appointed by the Board of Directors on 19 July
2024 to audit the financial statements for the year ended
30 September 2024 and subsequent financial periods. The period
of total uninterrupted engagement including retenders and
reappointments is 2 years, covering the year ended 30 September
2025. We remain independent of the Company in accordance
with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of accounting
included:
• Evaluating the appropriateness of the Directors’ method of
assessing the going concern in light of economic and market
conditions by reviewing the information used by the Directors
in completing their assessment;
• Assessing the appropriateness of the Directors’ assumptions
and judgements made in their stress tested forecasts including
consideration of the available cash resources relative to
forecast expenditure and commitments;
• Performing an independent analysis of the liquidity of the
portfolio;
• Reviewing the loan agreements to identify the covenants and
assessing the likelihood of them being breached based on the
Directors’ forecasts and our sensitivity analysis; and
• Assessing the completeness and accuracy of the going concern
disclosures.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
Overview
Key audit matters 2025 2024
Valuation and ownership ✔ ✔
of listed investments
Materiality Company financial statements as a whole
2025: £2.5m based on 1% of Net assets.
2024: £2.4m based on 1% of Net assets.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including the Company’s system of
internal control, and assessing the risks of material misstatement
in the financial statements. We also addressed the risk of
management override of internal controls, including assessing
whether there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.
Section 5: Financials
56
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Key audit matter
How the scope of our audit addressed the key
audit matter
Valuation and
ownership of listed
investments
(Note 1b and 10)
The investment portfolio at the year-end
comprised of listed equity investments held at fair
value through profit or loss as disclosed in Note
10.
There is a risk that the prices used for the listed
investments held by the Company are not
reflective of fair value.
There is also a risk of error in the recording of
investment holdings such that those recorded do
not appropriately reflect the investments owned
by the Company.
We considered the valuation and ownership
of investments to be a significant audit area
as investments represent the most significant
balance in the financial statements and underpins
the principal activity of the entity.
For these reasons, we considered this to be a key
area for our overall audit strategy and allocation of
our resources and hence a Key Audit Matter.
We responded to this matter by testing the
valuation and ownership of the whole portfolio of
listed investments. We performed the following
procedures:
• Confirmed the year-end bid price used by
agreeing to externally quoted prices;
• Assessed if there were contra indicators, such
as liquidity considerations, to suggest bid price
is not the most appropriate indication of fair
value by considering the realisation period for
individual holdings;
• Recalculated the valuation by multiplying the
number of shares held per the statement
obtained from the custodian by the valuation
per share; and
• Obtained direct confirmation of the number
of shares held per equity investment from the
custodian regarding all investments held at the
balance sheet date.
Key observations:
Based on our procedures performed we did not
identify any matters to suggest the valuation
or ownership of the listed investments was not
appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Company financial statements
2025
£m
2024
£m
Materiality 2.5 2.4
Basis for determining materiality 1% of Net assets 1% of Net assets
Rationale for the benchmark applied
As an investment trust, the net asset value is the key measure of performance for users
of the financial statements.
Performance materiality 1.9m 1.7m
Basis for determining performance
materiality
75% of materiality 70% of materiality
Rationale for the percentage applied
for performance materiality
The level of performance materiality applied was increased from 70% to 75% in the
current year after having considered a number of factors including the knowledge
gained in the prior year audit, likelihood of misstatements, and the level of transactions
in the year.
Section 5: Financials
57
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Reporting threshold
We agreed with the Audit and Risk Committee that we would report to them all individual audit differences in excess of £129k (2024:
£121k). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual
Report and Financial Statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements, or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 34; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on page 34.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on page 53;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on pages 31 to 33;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 31; and
• The section describing the work of the Audit and Risk Committee set out on pages 43 to 45.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the Directors’
report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Section 5: Financials
58
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Statement of Directors’ Responsibilities in respect of
the Annual Report and Financial Statements
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which
it operates;
• Discussion with the Investment Manager, the Administrator and
Those Charged With Governance; and
• Obtaining and understanding of the Company’s policies and
procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be
the Companies Act 2006, the FCA listing and DTR rules, the
principles of the AIC Code of Corporate Governance, industry
practice represented by the AIC SORP, the applicable accounting
framework, and qualification as an Investment Trust under
UK tax legislation as any non-compliance of this would lead to
the Company losing various deductions and exemptions from
corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying
supporting documentation;
• Enquiries of management and Those Charged With Governance
relating to the existence of any non-compliance with laws and
regulations;
• Reviewing minutes of meeting of those charged with
governance throughout the period for instances of non-
compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust
compliance to check that the Company was meeting its
requirements to retain their Investment Trust Status. This
included a review of other qualitative factors and ensuring
compliance with these.
Fraud
We assessed the susceptibility of the financial statements to
material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager, the Administrator and
Those Charged With Governance regarding any known or
suspected instances of fraud;
• Review of minutes of meeting of those charged with
governance for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements.
Based on our risk assessment, we considered the areas most
susceptible to be management override of controls.
Our procedures in respect of the above included:
• In addressing the risk of management override of control, we:
– Performed a review of estimates and judgements applied
by management in the financial statements to assess their
appropriateness and the existence of any systematic bias;
– Considered the opportunity and incentive to manipulate
accounting entries and target tested relevant adjustments
made in the period end financial reporting process;
– Reviewed for significant transactions outside the normal
course of business; and
– Performed a review of unadjusted audit differences, if any,
for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members,
who were all deemed to have the appropriate competence and
capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through collusion. There
are inherent limitations in the audit procedures performed and
the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on
the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Section 5: Financials
59
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Peter Smith
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
26 November 2025
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Section 5: Financials
60
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Statement of Comprehensive Income
for the year ended 30 September 2025
2025 2024
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments held at fair value through profit or loss 2 – 14,398 14,398 – 31,395 31,395
Realised exchange (losses) on currency balances – (73) (73) – – –
Income from investments 3 10,135 4,288 14,423 8,614 – 8,614
Other interest receivable and similar income 3 186 – 186 123 – 123
Gross return 10,321 18,613 28,934 8,737 31,395 40,132
Investment management fee 4 (456) (1,064) (1,520) (495) (1,155) (1,650)
Administrative expenses 5 (827) – (827) (738) – (738)
Net return before finance costs and taxation 9,038 17,549 26,587 7,504 30,240 37,744
Finance costs 6 (390) (910) (1,300) (402) (937) (1,339)
Net return before taxation 8,648 16,639 25,287 7,102 29,303 36,405
Taxation 7 – – – – – –
Net return after taxation 8,648 16,639 25,287 7,102 29,303 36,405
Return per share (pence) 9 25.03 48.15 73.18 20.54 84.74 105.28
The “Total” column of this statement is the profit and loss account of the Company. The “Revenue” and “Capital” columns represent
supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other
items of other comprehensive income, and therefore the net return after taxation is also the total comprehensive income for the year.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
in the year.
The notes on pages 64 to 74 form an integral part of these financial statements.
Section 5: Financials
61
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Statement of Changes in Equity
for the year ended 30 September 2025
Note
Called-up
share
capital
£’000
Shar
e
premium
£’000
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Share
purchase
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
At 30 September 2023 9,036 13,971 220 2,184 7,233 170,960 10,219 213,823
Net return after taxation – – – – – 29,303 7,102 36,405
Dividends paid in the year 8 – – – – – – (7,262) (7,262)
At 30 September 2024 9,036 13,971 220 2,184 7,233 200,263 10,059 242,966
Net return after taxation – – – – – 16,639 8,648 25,287
Cost of share buybacks – – – – (1,845) – – (1,845)
Dividends paid in the year 8 – – – – – – (7,538) (7,538)
At 30 September 2025 9,036 13,971 220 2,184 5,388 216,902 11,169 258,870
The notes on pages 64 to 74 form an integral part of these financial statements.
Section 5: Financials
62
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Statement of Financial Position
at 30 September 2025
Note
2025
£’000
2024
£’000
Fixed assets
Investments held at fair value through profit or loss 10 267,652 261,421
Current assets
Debtors 11 4,518 7,469
Current asset investments 12 2,905 116
Cash at bank and in hand 1,775 1,845
9,198 9,430
Current liabilities
Creditors: amounts falling due within one year 13 (17,980) (27,885)
Net current liabilities (8,782) (18,455)
Total assets less current liabilities 258,870 242,966
Net assets 258,870 242,966
Capital and reserves
Called-up share capital 14 9,036 9,036
Share premium 15 13,971 13,971
Capital redemption reserve 15 220 220
Merger reserve 15 2,184 2,184
Share purchase reserve 15 5,388 7,233
Capital reserves 15 216,902 200,263
Revenue reserve 15 11,169 10,059
Total equity shareholders’ funds 258,870 242,966
Net asset value per share (pence) 16 754.45 702.60
These Financial Statements were approved and authorised for issue by the Board of Directors on 26 November 2025 and signed on its
behalf by:
Harry Morley
Chair
The notes on pages 64 to 74 form an integral part of these financial statements.
Registered in Scotland as a public company limited by shares
Company registration number: SC082551
Section 5: Financials
63
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Notes to the Financial Statements
for the year ended 30 September 2025
1. Accounting Policies
(a) Basis of accounting
Schroder UK Mid Cap Fund plc (“the Company”) is registered in Scotland as a public company limited by shares. The Company’s
registered office is 9 Haymarket Square, Edinburgh EH3 8FY.
The financial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting
Practice (“UK GAAP”), in particular in accordance with Financial Reporting Standard (FRS) 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”, and with the Statement of Recommended Practice “Financial Statements of Investment
Trust Companies and Venture Capital Trusts” (the “SORP”) issued by the Association of Investment Companies in July 2022. All of the
Company’s operations are of a continuing nature.
The financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the
revaluation of investments held at fair value through profit or loss. The Directors believe that the Company has adequate resources to
continue operating for at least 12 months from the date of approval of these financial statements. In forming this opinion, the Directors
have taken into consideration: stress testing prepared by the Manager which modelled a 50% decline in valuation of investments and
investment income and demonstrated the Company’s ability to comply with the covenants of its borrowing agreements and pay its
operating expenses; the controls and monitoring processes in place; the Company’s level of debt and other payables; the low level of
operating expenses, comprising largely variable costs which would reduce pro-rata in the event of a market downturn; and that the
Company’s assets comprise cash and readily realisable securities quoted in active markets. In forming this opinion, the Directors have
also considered the loan currently in place which expires on 26 February 2026. Further details of Directors’ considerations regarding
this are given in the Chair’s Statement, Investment Manager’s Review, Going Concern Statement, Viability Statement and under the
Principal Emerging Risks and uncertainties in the Strategic Report.
The Company has not presented a statement of cash flows, as it is not required under section 7 of FRS 102 for an investment fund
whose investments are highly liquid, carried at market value and which presents a statement of changes in equity.
The financial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these Financial Statements are consistent with those applied in the Financial Statements for the year
ended 30 September 2024.
No significant judgements, estimates or assumptions have been required in the preparation of the financial statements for the current
or preceding financial year.
(b) Valuation of investments
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a
documented investment objective and information is provided internally on that basis to the Company’s Board of Directors. Accordingly,
upon initial recognition the investments are designated by the Company as “held at fair value through profit or loss”. They are included
initially at fair value which is taken to be their cost, excluding expenses incidental to purchase which are written off to capital at the time
of acquisition. Subsequently the investments are valued at fair value, which are quoted bid prices.
Any investments that are unlisted or not actively traded would be valued using a variety of techniques to determine their fair value; any
such valuations would be reviewed by both the AIFM’s fair value pricing committee and by the Directors.
All purchases and sales are accounted for on a trade date basis.
(c) Accounting for reserves
Gains and losses on sales of investments and increases and decreases in the valuation of investments are included in the statement of
comprehensive income and in capital reserves within “gains on investments held at fair value through profit or loss”.
(d) Income
Dividends receivable are included in revenue on an ex-dividend basis except where, in the opinion of the Board, the dividend is capital
in nature, in which case it is included in capital.
Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash
dividend foregone is recognised in revenue. Any excess in the value of the shares received over the amount of the cash dividend is
recognised in capital.
Dividends from UK REITs are split into PID (Property Income Distributions) and Non-PID components for tax purposes. Revenue arising
from UK REITs tax exempt rental business is colloquially known as PID revenue and is taxable in the hands if the Trust. A UK REIT may
also carry out activities that give rise to taxable profits and gains, it is from these that the REIT will make a Non-PID distribution, these
are treated for tax purposes in the same way as dividends from UK companies.
Section 5: Financials
64
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
(e) Expenses
All expenses are accounted for on an accruals basis. All expenses are accounted for on an accruals basis. Expenses are allocated wholly
to the revenue column of the Income Statement with the following exceptions:
• The management fee is allocated 30% to revenue and 70% to capital (2024: same) in line with the Board’s expected long-term split of
revenue and capital return from the Company’s investment portfolio.
• Expenses incidental to the purchase or sale of an investment are charged to capital. These expenses are commonly referred to as
transaction costs and comprise brokerage commission and stamp duty. Details of transaction costs are given in note 10 on page 68.
(f) Finance costs
Finance costs, including any premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals
basis using the effective interest method and in accordance with FRS 102.
Finance costs are allocated 30% to revenue and 70% to capital (2024: same) in line with the Board’s expected long-term split of revenue
and capital return from the Company’s investment portfolio.
(g) Other financial instruments
Cash at bank and in hand compromises cash held in the bank. Current asset investments comprise investments in money market funds
and highly liquid investments which are readily convertible to a known amount of cash and are subject to insignificant risk of changes in
value.
Other debtors and creditors do not carry any interest, are short-term in nature and are accordingly stated at nominal value, with
debtors reduced by appropriate allowances for estimated irrecoverable amounts.
Bank loans and overdrafts are initially measured at fair value and subsequently at amortised cost. They are recorded at the proceeds
received net of direct issue costs.
(h) Taxation
Taxation comprises amounts expected to be received or paid.
Deferred tax is provided on all timing differences that have originated but not reversed by the balance sheet date.
Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it
is probable that taxable profits will be available against which those timing differences can be utilised.
Tax relief is allocated to expenses charged to the capital column of the Income Statement on the “marginal basis”. On this basis, if
taxable income is capable of being entirely offset by revenue expenses, then no tax relief is transferred to the capital column.
Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected
to reverse, based on tax rates that have been enacted or substantively enacted at the accounting date and is measured on an
undiscounted basis.
(i) Value added tax (VAT)
Expenses are disclosed inclusive of the related irrecoverable VAT.
(j) Dividends payable
In accordance with FRS 102, the final dividend is included in the financial statements in the year in which it is approved by shareholders.
(k) Repurchases of shares into treasury and subsequent reissues
The cost of repurchasing shares into treasury, including the related stamp duty and transaction costs is dealt with in the Statement of
Changes in Equity and charged to “Share purchase reserve”. Share repurchase transactions are accounted for on a trade date basis.
The sales proceeds of treasury shares reissued are treated as a realised profit up to the amount of the purchase price of those shares
and is transferred to capital reserves. The excess of the sales proceeds over the purchase price is transferred to “share premium”.
2. Gains on investments held at fair value through profit or loss
2025
£’000
2024
£’000
Gains/(losses) on sales of investments based on historic cost 26,084 4,542
Amounts recognised in investment holding gains and losses in the previous year in respect of
investments sold in the year (15,094) 5,878
Gains on sales of investments based on the carrying value at the previous balance sheet date 10,990 10,420
Net movement in investment holding gains and losses 3,408 20,975
Gains on investments held at fair value through profit or loss 14,398 31,395
Section 5: Financials
65
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
3. Income
2025
£’000
2024
£’000
Income from investments
UK dividends 9,875 8,247
UK property income distributions 260 359
Other income – 8
10,135 8,614
Other interest receivable and similar income
Deposit interest 186 123
10,321 8,737
Capital
Special dividends allocated to capital 4,288 –
The special dividend allocated to capital during the year arose from the disposal of a subsidiary of the Playtech Group.
4. Investment management fee
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 456 1,064 1,520 495 1,155 1,650
The bases for calculating the investment management fee and performance fee are set out in the Directors’ Report on page 41 and
details of all amounts payable to the Manager are given in note 17 on page 71.
5. Administrative expenses
2025
£’000
2024
£’000
Other administrative expenses
1
440 351
Secretarial fee 181 176
Directors’ fees 138 145
Auditor’s remuneration for audit services
2
68 66
827 738
1
Included within other administrative expenses are one off amounts totaling £144,000 in relation to legal and other advisory services as a result of the
proposed requisition of the Company by a shareholder during the year.
2
Includes £11,000 (2024: £11,000) irrecoverable VAT.
6. Finance costs
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest on bank loans and overdrafts 390 910 1,300 402 937 1,339
Section 5: Financials
66
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
7. Taxation
(a) Analysis of tax charge for the year
2025
£’000
2024
£’000
Taxation for the year – –
(b) Factors affecting tax charge for the year
The tax assessed for the year is lower (2024: lower) than the Company’s applicable rate of corporation tax in for the year of 25%
(2024: 25%).
The factors affecting the current tax charge for the year are as follows:
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return on ordinary activities before taxation 8,648 16,639 25,287 7,102 29,303 36,405
Net return on ordinary activities before taxation multiplied
by the Company’s applicable rate of corporation tax for the
year of 25% (2024: 25%) 2,162 4,160 6,322 1,775 7,326 9,101
Effects of:
Capital returns on investments – (3,581) (3,581) – (7,849) (7,849)
Income not chargeable to corporation tax (2,459) (1,072) (3,531) (2,062) – (2,062)
Unrelieved expenses for the period 297 493 790 287 523 810
Taxation for the year – – – – – –
(c) Deferred taxation
At 30 September 2025, the Company had surplus management expenses of £39,862,000 (2024: £37,833,000) and a non-trade loan
relationship deficit of £6,412,000 (2024: £5,278,000). A deferred tax asset has not been recognised in respect of these losses because
the investment portfolio of the Company is not expected to generate taxable income in future periods in excess of the deductible
expenses of those future periods and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the
use of existing tax losses.
Accordingly, the deferred tax asset has been calculated based on the corporation tax rate in effect from 1 April 2023 of 25%, as enacted
by the Finance Act 2021.
Given the Company’s intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has
been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
8. Dividends
(a) Dividends paid and declared
2025
£’000
2024
£’000
2024 final dividend of 15.5p (2023: 15.0p) 5,360 5,187
Interim dividend of 6.3p (2024: 6.0p) 2,178 2,075
Total dividends paid in the year 7,538 7,262
2025
£’000
2024
£’000
2025 final dividend declared of 16.1p (2024: 15.5p) to be paid out of revenue profits 5,524 5,360
(b) Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 (“Section 1158”)
The requirements of Section 1158 are considered on the basis of dividends declared in respect of the financial year as shown below.
The revenue available for distribution by way of dividend for the year is £8,648,000 (2024: £7,102,000).
2025
£’000
2024
£’000
Interim dividend of 6.3p (2024: 6.0p) 2,178 2,075
Final dividend of 16.1p (2024: 15.5p) 5,524 5,360
7,702 7,435
Section 5: Financials
67
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
9. Return per share
2025
£’000
2024
£’000
Revenue return 8,648 7,102
Capital return 16,639 29,303
Total return 25,287 36,405
Weighted average number of shares in issue during the year 34,553,960 34,581,190
Revenue return per share (pence) 25.03 20.54
Capital return per share (pence) 48.15 84.74
Total return per share (pence) 73.18 105.28
10. Investments held at fair value through profit or loss
(a) Movement in investments
2025
£’000
2024
£’000
Opening book cost 222,578 215,960
Opening investment holding gains/(losses) 38,843 11,990
Opening fair value 261,421 227,950
Analysis of transactions made during the year
Purchases at cost 92,098 90,533
Sales proceeds (100,265) (88,457)
Gains on investments held at fair value 14,398 31,395
Closing fair value 267,652 261,421
Closing book cost 240,495 222,578
Closing investment holding gains 27,157 38,843
Closing fair value 267,652 261,421
Sales proceeds amounting to £100,265,000 (2024: £88,457,000) were receivable from disposals of investments in the year. The book
cost of these investments when they were purchased was £74,180,000 (2024: £83,914,000). These investments have been revalued
over time and until they were sold any unrealised gains and losses were included in the fair value of the investments.
All investments are listed on a recognised stock exchange.
The following transaction costs, comprising stamp duty and brokerage commission were incurred during the year:
2025
£’000
2024
£’000
On acquisitions 449 409
On disposals 46 43
495 452
Section 5: Financials
68
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
11. Debtors
2025
£’000
2024
£’000
Securities sold awaiting settlement 3,977 6,907
Dividends and interest receivable 523 552
Other debtors 18 10
4,518 7,469
12. Current asset investments
2025
£’000
2024
£’000
Money market funds 2,905 116
As at 30 September 2025, the Company held HSBC Sterling Liquidity fund with a market value of £2,905,000 (30 September 2024:
£116,000).
13. Creditors: amounts falling due within one year
2025
£’000
2024
£’000
Bank loan 17,000 25,000
Securities purchased awaiting settlement 443 1,815
Other creditors and accruals 537 1,070
17,980 27,885
The bank loan comprises a £30 million revolving credit facility agreement with Bank of Nova Scotia, London Branch expiring on
25 February 2026, of which, £17 million has been drawn down.
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
14. Called-up share capital
2025
£’000
2024
£’000
Allotted, called-up and fully paid:
Ordinary shares of 25p each:
Opening balance of 34,312,190 (2024: 34,581,190) shares, excluding shares held in treasury 8,578 8,645
Subtotal of 34,312,190 (2024: 34,581,190) shares 8,578 8,645
1,831,500 (2024: 1,562,500) shares held in treasury 458 391
Closing balance
1
9,036 9,036
1
Represents 36,143,690 (2024: same) shares of 25p each, including 1,831,500 (2024: 1,562,500) shares held in treasury.
Section 5: Financials
69
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
15. Reserves
Capital reserves
Year ended 30 September 2025
Share
premium
1
£’000
Capital
redemption
reserve
1
£’000
Merger
reserve
1
£’000
Share
purchase
reserve
2
£’000
Gains and
losses on
sales of
investments
2
£’000
Investment
holding
gains and
losses
3
£’000
Revenue
reserve
4
£’000
Opening balance at 30 September 2024 13,971 220 2,184 7,233 161,420 38,843 10,059
Gains on sales of investments based on the carrying
value at the previous balance sheet date – – – – 10,990 – –
Net movement in investment holding gains and losses – – – – – 3,408 –
Cost of share buybacks – – – (1,845) – – –
Exchange rate movement – – – – (73) – –
Transfer on disposal of investments – – – – 15,094 (15,094) –
Management fee allocated to capital – – – – (1,064) – –
Finance costs allocated to capital – – – – (910) – –
Special dividend allocated to capital – – – – 4,288 – –
Dividends paid – – – – – – (7,538)
Retained revenue for the year – – – – – – 8,648
Closing balance at 30 September 2025 13,971 220 2,184 5,388 189,745 27,157 11,169
Capital reserves
Year ended 30 September 2024
Share
premium
1
£’000
Capital
redemption
reserve
1
£’000
Merger
reserve
1
£’000
Share
purchase
reserve
2
£’000
Gains and
losses on
sales of
investments
2
£’000
Investment
holding
gains and
losses
3
£’000
Revenue
reserve
4
£’000
Opening balance at 30 September 2023 13,971 220 2,184 7,233 158,970 11,990 10,219
Gains on sales of investments based on the carrying
value at the previous balance sheet date – – – – 10,420 – –
Net movement in investment holding gains and losses – – – – – 20,975 –
Transfer on disposal of investments – – – – (5,878) 5,878 –
Management fee allocated to capital – – – – (1,155) – –
Finance costs allocated to capital – – – – (937) – –
Dividends paid – – – – – – (7,262)
Retained revenue for the year – – – – – – 7,102
Closing balance at 30 September 2024 13,971 220 2,184 7,233 161,420 38,843 10,059
1
These reserves are not distributable. The “Merger reserve” represents the premium over the nominal value of shares issued following a merger in 1989.
2
These are realised (distributable) capital reserves which may be used to repurchase the Company’s own shares or distributed as dividends. The “Share
purchase reserve” is for the purpose of financing share buy-backs and was created following the cancellation of the “Warrant reserve” in 2003.
3
This reserve comprises holding gains on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis has
not been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Company’s own shares) and those
that are unrealised.
4
The revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares.
The total of distributable reserves for the year ended 30 September 2025 are £206,302,000 (2024: £178,712,000).
The total of non-distributable reserves for the year ended 30 September 2025 are £43,532,000 (2024: £55,218,000).
1
6. Net asset value per share
2025 2024
Net assets attributable to the Ordinary shareholders (£’000) 258,870 242,966
Shares in issue at the year end, excluding shares held in treasury 34,312,190 34,581,190
Net asset value per share (pence) 754.45 702.60
Section 5: Financials
70
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
17. Transactions with the Manager
Under the terms of the AlFM Agreement, the Manager is entitled to receive a management fee and a company secretarial fee. Details
of the basis of these calculations are given in the Directors’ Report on page 41. Any investments in funds managed or advised by the
Manager or any of its associated companies, are excluded from the assets used for the purpose of the management fee calculation and
therefore incur no fee.
The management fee payable in respect of the year ended 30 September 2025 amounted to £1,520,000 (2024: £1,650,000) of which
£181,000 (2024: £854,000) was outstanding at the year end. The secretarial fee payable for the year amounted to £181,000 (2024:
£176,000), of which £45,000 (2024: £88,000) was outstanding at the year end.
No Director of the Company served as a Director of any member of the Schroder Group, at any time during the year.
18. Related party transactions
Details of the remuneration payable to Directors are given in the Remuneration Report on page 50 and details of Directors’
shareholdings are given in the Remuneration Report on page 52. Details of transactions with the Manager are given in note 17 above.
There have been no other transactions with related parties during the year (2024: nil).
19. Disclosures regarding financial instruments measured at fair value
The Company’s financial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio.
FRS 102 requires that financial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair
value measurement is categorised in its entirety on the basis of the lowest level input that is significant to the fair value measurement.
Level 1: valued using unadjusted quoted prices in an active market for identical assets.
Level 2: valued using inputs other than quoted prices included within Level 1, that are observable (i.e. developed using market data).
Level 3: valued using inputs that are unobservable (i.e. for which market data is unavailable).
Details of the Company’s valuation policy are given in note 1(b) on page 64.
At 30 September 2025, the Company’s investments were all categorised in Level 1 (2024: same).
20. Financial instruments’ exposure to risk and risk management policies
The Company’s investment objective is to invest in mid cap equities with the aim of providing a total return in excess of the FTSE 250
(ex-Investment Companies) Index. In pursuing this objective, the Company is exposed to a variety of financial risks that could result in a
reduction in the Company’s net assets or a reduction in the profits available for dividends.
These financial risks include market risk (comprising interest rate risk and other price risk), liquidity risk and credit risk. The Directors’
policy for managing these risks is set out below. The Board coordinates the Company’s risk management policy. The Company has no
significant exposure to foreign exchange risk.
The objectives, policies and processes for managing the risks and the methods used to measure the risks that are set out below, have
not changed from those applying in the comparative year.
The Company’s classes of financial instruments are as follows:
• investments in shares which are held in accordance with the Company’s investment objective;
• short-term debtors, creditors and cash arising directly from its operations; and
• sterling revolving credit facilities with Scotiabank, the purpose of which are to assist with financing the Company’s operations.
(a) Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices.
This market risk comprises two elements: interest rate risk and other price risk. Information to enable an evaluation of the nature and
extent of these two elements of market risk is given in parts (i) and (ii) of this note, together with sensitivity analyses where appropriate.
The Board reviews and agrees policies for managing these risks and these policies have remained unchanged from those applying in
the comparative year. The Manager assesses the exposure to market risk when making each investment decision and monitors the
overall level of market risk on the whole of the investment portfolio on an ongoing basis.
(i) Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on any variable rate
borrowings when interest rates are re-set.
Management of interest rate risk
Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Board’s policy is to permit gearing up to
25%, where gearing is defined as borrowings used for investment purposes less cash, expressed as a percentage of net assets.
Section 5: Financials
71
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Interest rate exposure
The exposure of financial assets and financial liabilities to floating interest rates, giving cash flow interest rate risk when rates are re-set,
is shown below:
2025
£’000
2024
£’000
Exposure to floating interest rates:
Cash at bank and in hand and current asset investments 4,680 1,961
Total exposure 4,680 1,961
Cash balances earn interest at a floating rate based on the Sterling Overnight Index Average.
The Company’s 364 day, £30 million credit facility with The Bank of Nova Scotia, London Branch expires on 25 February 2026. The facility
is unsecured but subject to covenants and restrictions which are customary for a facility of this nature. Interest is payable at a rate of
Sterling Overnight Interest Average (2024: same), or its replacement reference rate, as quoted in the market for the loan period, plus a
margin, plus Mandatory Costs, which are the lender’s costs of complying with certain regulatory requirements of the Bank of England.
At 30 September 2025, the Company had drawn down £17 million.
The above year end amounts are not representative of the exposure to interest rates during the year due to fluctuations in the level of
cash and cash asset investment balances. The maximum and minimum exposure during the year was as follows:
2025
£’000
2024
£’000
Minimum interest rate exposure during the year - net debt (11,605) (16,803)
Maximum interest rate exposure during the year - net debt (24,870) (23,927)
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1.0% (2024: 1.0%) increase
or decrease in interest rates in regards to the Company’s monetary financial assets and financial liabilities. This level of change is
considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the
Company’s monetary financial instruments held at the accounting date with all other variables held constant.
2025 2024
Income statement – return after taxation
1.0%
increase
in rate
£’000
1.0%
decrease
in rate
£’000
1.0%
increase
in rate
£’000
1.0%
decrease
in rate
£’000
Revenue return 47 (47) 20 (20)
Capital return – – – –
Total return after taxation 47 (47) 20 (20)
Net assets 47 (47) 20 (20)
In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate
changes due to fluctuations in the level of cash balances and drawings on the credit facility.
(ii) Other price risk
Other price risk includes changes in market prices, other than those arising from interest rate risk, which may affect the value of
investments.
Management of interest rate risk
The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with
particular industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in
accordance with the Company’s investment objective and seeks to ensure that individual stocks meet an acceptable risk/reward profile.
Market price risk exposure
The Company’s total exposure to changes in market prices at 30 September comprises the following:
2025
£’000
2024
£’000
Investments held at fair value through profit or loss 267,652 261,421
The above data is broadly representative of the exposure to market price risk during the year.
Section 5: Financials
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Concentration of exposure to market price risk
An analysis of the Company’s investments is given on page 20. The Company’s investments are all listed in the United Kingdom.
Accordingly there is a concentration of exposure to this country. However it should be noted that an investment may not be entirely
exposed to the economic conditions in its country of listing.
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 20%
(2024: 20%) in the fair values of the Company’s investments. This level of change is considered to be a reasonable illustration based
on observation of current market conditions. The sensitivity analysis is based on the Company’s exposure through its investments and
includes the impact on the management fee, but assumes that all other variables are held constant.
2025 2024
Income statement – return after taxation
20%
increase in
fair value
£’000
20%
decrease in
fair value
£’000
20%
increase in
fair value
£’000
20%
decrease in
fair value
£’000
Revenue return (104) 104 (102) 102
Capital return 53,287 (53,287) 52,046 (52,046)
Total return after taxation and net assets 53,183 (53,183) 51,944 (51,944)
Percentage change in net asset value 20.5 (20.5) 21.4 (21.4)
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.
Management of the risk
Liquidity risk is not significant as the Company’s assets comprise mainly readily realisable securities, which can be sold to meet funding
requirements if necessary.
Liquidity risk exposure
Contractual maturities of financial liabilities, based on the earliest date on which payment can be required are as follows:
2025 2024
Creditors: amounts falling due within one year
Within
one year
£’000
Total
£’000
Within
one year
£’000
Total
£’000
Securities purchased awaiting settlement 443 443 1,815 1,815
Other creditors and accruals 537 537 1,070 1,070
Other payables: drawings on the revolving credit facility (including interest) 17,895 17,895 26,625 26,625
18,875 18,875 29,510 29,510
(c) Credit risk
Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result
in loss to the Company.
Management of credit risk
This risk is not significant and is managed as follows:
Portfolio dealing
The Company invests in markets that operate a “Delivery Versus Payment” settlement process which mitigates the risk of losing the
principal of a trade during settlement. The Manager continuously monitors dealing activity to ensure best execution, which involves
measuring various indicators including the quality of trade settlement and incidence of failed trades. Counterparties must be pre-
approved by the Manager’s credit committee.
Exposure to the custodian
The custodian of the Company’s assets is HSBC Bank plc which has Long-Term Credit Ratings of AA- with Fitch and Aa3 with Moody’s.
The Company’s investments are held in accounts which are segregated from the custodian’s own trading assets. If the custodian were
to become insolvent, the Company’s right of ownership of its investments is clear and they are therefore protected. However the
Company’s cash balances are all deposited with the custodian as banker and held on the custodian’s balance sheet. Accordingly, in
accordance with usual banking practice, the Company will rank as a general creditor to the custodian in respect of cash balances.
Section 5: Financials
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Credit risk exposure
The following amounts shown in the Statement of Financial Position, represent the maximum exposure to credit risk at the current and
comparative year end.
2025 2024
Current assets
Balance
sheet
£’000
Maximum
exposure
£’000
Balance
sheet
£’000
Maximum
exposure
£’000
Debtors – securities sold awaiting settlement, dividends and interest receivable
and other debtors 4,518 4,500 7,469 7,459
Cash at bank and in hand and current asset investments 4,680 4,680 1,961 1,961
9,198 9,180 9,430 9,420
No debtors are past their due date and none have been written down or deemed to be impaired.
(d) Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried in the Statement of Financial Position at fair value or the amount is a reasonable
approximation of fair value.
21. Capital management policies and procedures
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding year.
The Company’s debt and capital structure comprises the following:
2025
£’000
2024
£’000
Debt
Bank loan 17,000 25,000
Equity
Called-up share capital 9,036 9,036
Reserves 249,834 233,930
258,870 242,966
Total debt and equity 275,870 267,966
The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise the capital return
to its equity shareholders through an appropriate level of gearing.
The Board’s policy is to permit gearing up to 25% where gearing is defined as borrowings used for investment purposes less cash,
expressed as a percentage of net assets. If the figure so calculated were to be negative, this would be shown as a “net cash” position.
2025
£’000
2024
£’000
Borrowings used for investment purposes, less Cash at bank and in hand and current asset investments 12,320 23,039
Net assets 258,870 242,966
Gearing 4.8% 9.5%
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis.
This review includes:
• the planned level of gearing, which takes into account the Manager’s views on the market;
• the need to buy back the Company’s own shares for cancellation or to hold in treasury, which takes into account the share price
discount;
• the opportunities for issues of new shares; and
• the amount of dividends to be paid, in excess of that which is required to be distributed.
Section 5: Financials
74
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Liverpool
Section 5: Financials
75
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
76
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Newcastle
777777
Section 6: Other Information (Unaudited)
77
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
Annual General Meeting – Recommendations 78
Notice of Annual General Meeting 79
Explanatory Notes to the Notice of Meeting 80
Definitions of Terms and Alternative Performance Measures 82
Information about the Company 84
Risk Disclosures 87
Annual General Meeting – Recommendations
The Annual General Meeting (“AGM”) of the Company will
be held on Wednesday, 25 February 2026 at 12.00 pm. The
formal Notice of Meeting is set out on page 79.
The following information is important and requires your
immediate attention. If you are in any doubt about the
action you should take, you should consult an independent
financial adviser, authorised under the Financial Services
and Markets Act 2000. If you have sold or transferred all
of your ordinary shares in the Company, please forward
this document with its accompanying form of proxy at
once to the purchaser or transferee, or to the stockbroker,
bank or other agent through whom the sale or transfer
was effected for onward transmission to the purchaser or
transferee.
Ordinary business
Resolutions 1 to 10 are all proposed as ordinary resolutions
Resolution 1 is a required resolution. Resolution 2 invites
shareholders to approve the final dividend. Resolutions 3 and 4
concerns the Directors’ Remuneration Policy and the Directors’
Remuneration Report on pages 50 to 52. Resolutions 5 to 8
invite shareholders to elect or re-elect each of the Directors
who have put themselves forward for election or re-election for
another year, following the recommendations of the Nomination
Committee, set out on page 47 (their biographies are set out on
pages 38 and 39). Resolutions 9 and 10 concern the appointment
and remuneration of the Company’s auditor, discussed in the
Audit and Risk Committee Report on pages 43 to 45.
Special business
Resolution 11: Directors’ authority to allot shares (ordinary
resolution) and resolution 12 – power to disapply pre-
emption rights (special resolution)
The Directors are seeking authority to allot a limited number of
unissued ordinary shares for cash without first offering them to
existing shareholders in accordance with statutory preemption
procedures.
Appropriate resolutions will be proposed at the forthcoming AGM
and are set out in full in the Notice of AGM. An ordinary resolution
will be proposed to authorise the Directors to allot shares up to a
maximum aggregate nominal amount of £847,642.25 (being 10%
of the issued share capital (excluding any shares held in treasury)
as at the date of the Notice of the AGM). A special resolution will
also be proposed to give the Directors authority to allot securities
for cash on a non preemptive basis up to a maximum aggregate
nominal amount of £847,642.25 (being 10% of the Company’s
issued share capital (excluding any shares held in treasury) as
at the date of the Notice of the AGM). This authority includes
shares that the Company sells or transfers that have been held in
treasury. The Board has established guidelines for treasury shares
and will only reissue shares held in treasury at a price equal to
or greater than the Company’s NAV (inclusive of current year
income) plus any applicable costs.
The Directors do not intend to allot shares pursuant to these
authorities other than to take advantage of opportunities in the
market as they arise and only if they believe it to be advantageous
to the Company’s existing shareholders to do so and when it
would not result in any dilution of NAV per share.
If approved, both of these authorities will expire at the conclusion
of the AGM in 2027 unless renewed, varied or revoked earlier.
Resolution 13: Authority to make market purchases of the
Company’s own shares (special resolution)
At the AGM held on 24 February 2025, the Company was granted
authority to make market purchases of up to 5,183,720 ordinary
shares of 25p each for cancellation or holding in treasury.
2,238,000 shares have been brought back under this authority
and the Company therefore has remaining authority to purchase
up to 2,945,720 ordinary shares. This authority will expire at the
forthcoming AGM.
The Directors believe it is in the best interests of the Company
and its shareholders to have a general authority for the Company
to buy back its ordinary shares in the market as they keep
under review the share price discount to net asset value and the
purchase of ordinary shares. A special resolution will be proposed
at the forthcoming AGM to give the Company authority to make
market purchases of up to 14.99% of the ordinary shares in issue
as at the date of the Notice of the AGM. The Directors will exercise
this authority only if the Directors consider that any purchase
would be for the benefit of the Company and its shareholders,
taking into account relevant factors and circumstances at the
time. Any shares so purchased would be cancelled or held in
treasury for potential reissue. If renewed, the authority to be
given at the 2026 AGM will lapse at the conclusion of the AGM in
2027 unless renewed, varied or revoked earlier.
Resolution 14: Notice period for general meetings (special
resolution)
Resolution 14 set out in the Notice of AGM is a special resolution
and will, if passed, allow the Company to hold general meetings
(other than annual general meetings) on a minimum notice
period of 14 clear days, rather than 21 clear days as required by
the Companies Act 2006. The approval will be effective until the
Company’s next AGM to be held in 2027. The Directors will only
call general meetings on 14 clear days’ notice when they consider
it to be in the best interests of the Company’s shareholders and
will only do so if the Company offers facilities for all shareholders
to vote by electronic means and when the matter needs to be
dealt with expediently.
Recommendations
The Board considers that the resolutions relating to the above
items of business are in the best interests of shareholders as
a whole. Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of the resolutions to be
proposed at the forthcoming AGM, as they intend to do in respect
of their own beneficial holdings.
Section 6: Other Information (Unaudited)
78
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Schroder UK Mid Cap Fund plc will be held at 1 London Wall Place,
London EC2Y 5AU on Wednesday, 25 February 2026 at 12.00 pm
to consider the following resolutions of which resolutions 1 to 11
will be proposed as ordinary resolutions and resolutions 12 to 14
will be proposed as special resolutions:
Ordinary business
1. To receive the Report of the Directors and the audited
accounts for the year ended 30 September 2025.
2. To approve a final dividend of 16.1p pence per share for the
financial year ended 30 September 2025.
3 To approve the Remuneration Policy.
4. To approve the Directors’ Remuneration Report for the year
ended 30 September 2025.
5. To re-elect Harry Morley as a Director of the Company.
6. To elect Richard Curling as a Director of the Company.
7 To re-elect Wendy Colquhoun as a Director of the Company.
8. To re-elect Helen Galbraith as a Director of the Company.
9. To re-appoint BDO LLP as auditor to the Company.
10. To authorise the Directors to determine the remuneration of
BDO LLP as auditor to the Company.
Special business
11. To consider, and if thought fit, pass the following resolution as
an ordinary resolution:
“THAT the Directors be generally and unconditionally
authorised pursuant to section 551 of the Companies Act
2006 (the “Act”) to exercise all the powers of the Company to
allot relevant securities (within the meaning of section 551 of
the Act) up to an aggregate nominal amount of £847,642.25
(being 10% of the issued ordinary share capital at the date
of this Notice, excluding shares held in treasury) for a period
expiring (unless previously renewed, varied or revoked by
the Company in general meeting) at the conclusion of the
next Annual General Meeting of the Company, but that the
Company may make an offer or agreement which would or
might require relevant securities to be allotted after expiry of
this authority and the Board may allot relevant securities in
pursuance of that offer or agreement.”
12. To consider and, if thought fit, to pass the following resolution
as a special resolution:
“THAT, subject to the passing of resolution 11 set out above,
the Directors be and are hereby empowered, pursuant to
Section 571 of the Act, to allot equity securities (including
any shares held in treasury) (as defined in section 560(1)
of the Act) pursuant to the authority given in accordance
with section 551 of the Act by the said resolution 11 and/
or where such allotment constitutes an allotment of equity
securities by virtue of section 560(2) of the Act as if Section
561(1) of the Act did not apply to any such allotment, provided
that this power shall be limited to the allotment of equity
securities up to an aggregate nominal amount of £847,642.25
(representing 10% of the aggregate nominal amount of the
share capital in issue at the date of this Notice, excluding
shares held in treasury); and provided that this power shall
expire at the conclusion of the next Annual General Meeting
of the Company but so that this power shall enable the
Company to make offers or agreements before such expiry
which would or might require equity securities to be allotted
after such expiry.”
13. To consider and, if thought fit, to pass the following resolution
as a special resolution:
“THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 701
of the Act to make market purchases (within the meaning of
Section 693 of the Act) of ordinary shares of 25p each in the
capital of the Company (“Shares”) at whatever discount the
prevailing market price represents to the prevailing net asset
value per Share provided that:
(a) the maximum number of Shares which may be
purchased is 5,082,463 representing 14.99% of the
Company’s issued ordinary share capital as at the date
of this Notice, excluding shares held in treasury;
(b) the maximum price (exclusive of expenses) which may
be paid for a Share shall not exceed the higher of;
(i) 105% of the average of the middle market quotations
for the Shares as taken from the London Stock
Exchange Daily Official List for the five business days
preceding the date of purchase; and
(ii) the higher of the last independent bid and the
highest current independent bid on the London Stock
Exchange;
(c) the minimum price (exclusive of expenses) which may be
paid for a Share shall be 25p, being the nominal value per
Share;
(d) this authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company in 2027 (unless previously renewed, varied or
revoked by the Company prior to such date);
(e) the Company may make a contract to purchase Shares
under the authority hereby conferred which will or may
be executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to
any such contract; and
(f) any Shares so purchased will be cancelled or held in
treasury for potential reissue.”
14. To consider and, if thought fit, to pass the following resolution
as a special resolution:
“THAT, a general meeting, other than an Annual General
Meeting, may be called on not less than 14 clear days’ notice.”
By order of the Board
For and on behalf of
Schroder Investment Management Limited
Company Secretary
26 November 2025
Registered Office:
9 Haymarket Square
Edinburgh
Scotland EH3 8FY
Registered Number: SC082551
Section 6: Other Information (Unaudited)
79
Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Explanatory Notes to the Notice of Meeting
1. Ordinary shareholders are entitled to attend and vote at
the meeting and to appoint one or more proxies, who need
not be a shareholder, as their proxy to exercise all or any of
their rights to attend, speak and vote on their behalf at the
meeting.
A proxy form is attached. If you wish to appoint a person
other than the Chair as your proxy, please insert the name
of your chosen proxy holder in the space provided at the top
of the form. If the proxy is being appointed in relation to less
than your full voting entitlement, please enter in the box next
to the proxy holder’s name the number of shares in relation
to which they are authorised to act as your proxy. If left blank
your proxy will be deemed to be authorised in respect of your
full voting entitlement (or if this proxy form has been issued
in respect of a designated account for a shareholder, the full
voting entitlement for that designated account).
Additional proxy forms can be obtained by contacting
the Company’s Registrars, Equiniti Limited, on
+44 (0) 371 384 0641, or you may photocopy the attached
proxy form. Please indicate in the box next to the proxy
holder’s name the number of shares in relation to which they
are authorised to act as your proxy.
Please also indicate by ticking the box provided if the proxy
instruction is one of multiple instructions being given.
Completion and return of a form of proxy will not preclude
a member from attending the Annual General Meeting and
voting in person.
On a vote by show of hands, every ordinary shareholder who
is present in person has one vote and every duly appointed
proxy who is present has one vote. On a poll vote, every
ordinary shareholder who is present in person or by way of a
proxy has one vote for every share of which he/she is a holder.
The “Vote Withheld” option on the proxy form is provided to
enable you to abstain on any particular resolution.
However it should be noted that a “Vote Withheld” is not a
vote in law and will not be counted in the calculation of the
proportion of the votes “For” and “Against” a resolution.
A proxy form must be signed and dated by the shareholder
or his or her attorney duly authorised in writing. In the case
of joint holdings, any one holder may sign this form. The
vote of the senior joint holder who tenders a vote, whether
in person or by proxy, will be accepted to the exclusion of the
votes of the other joint holder and for this purpose seniority
will be determined by the order in which the names appear
on the Register of Members in respect of the joint holding.
To be valid, proxy form(s) must be completed and returned
to the Company’s Registrars, Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, in the
enclosed envelope together with any power of attorney or
other authority under which it is signed or a copy of such
authority certified notarially, to arrive no later than 48 hours
before the time fixed for the meeting, or an adjourned
meeting, excluding non-working days. Shareholders may
also appoint a proxy to vote on the resolutions being put to
the meeting electronically by going to Equiniti’s Shareview
website, www.shareview.co.uk, and logging in to your
Shareview Portfolio. Once you have logged in, simply click
‘View’ on the ‘My Investments’ page and then click on the
link to vote and follow the on-screen instructions. If you
have not yet registered for a Shareview Portfolio, go to
www.shareview.co.uk and enter the requested information. It
is important that you register for a Shareview Portfolio with
enough time to complete the registration and authentication
processes. Please note that to be valid, your proxy instructions
must be received by Equiniti no later than 12.00 pm on
23 February 2026. If you have any difficulties with online
voting, you should contact the shareholder helpline on +44 (0)
371 384 0641.
If an ordinary shareholder submits more than one valid proxy
appointment, the appointment received last before the latest
time for receipt of proxies will take precedence.
Shareholders may not use any electronic address provided
either in this Notice of Annual General Meeting or any related
documents to communicate with the Company for any
purposes other than expressly stated.
Representatives of shareholders that are corporations will
have to produce evidence of their proper appointment when
attending the Annual General Meeting.
2. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to
enjoy information rights (a “Nominated Person”) may, under
an agreement between him or her and the shareholder by
whom he or she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he or she may,
under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights.
The statement of the rights of ordinary shareholders in
relation to the appointment of proxies in note 1 above does
not apply to Nominated Persons. The rights described in that
note can only be exercised by ordinary shareholders of the
Company.
3. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that only those
shareholders registered in the Register of members of the
Company at 6.30 pm on 23 February 2026, or 6.30 pm two
days prior to the date of an adjourned meeting, excluding
non-working days, shall be entitled to attend and vote at the
meeting in respect of the number of shares registered in
their name at that time. Changes to the Register of Members
after 6.30 pm on 23 February 2026 shall be disregarded in
determining the right of any person to attend and vote at the
meeting.
4. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so by using the procedures described in the
CREST manual. The CREST manual can be viewed at
www.euroclear.com. A CREST message appointing a proxy (a
“CREST proxy instruction”) regardless of whether it constitutes
the appointment of a proxy or an amendment to the
instruction previously given to a previously appointed proxy
must, in order to be valid, be transmitted so as to be received
by the issuer’s agent (ID RA19) by the latest time for receipt of
proxy appointments.
If you are an institutional investor, you may be able to appoint
a proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by
the Registrar. For further information regarding Proxymity,
please go to www.proxymity.io. Your proxy must be lodged
by 12.00 pm on 23 February 2026 in order to be considered
valid.
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
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.
5. Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of his family interests in the shares of the Company, will
be available for inspection by any member of the Company at
the registered office of the Company during normal business
hours on any weekday (English public holidays excepted) and
at the Annual General Meeting by any attendee, for at least
15 minutes prior to, and during, the Annual General Meeting.
None of the Directors has a contract of service with the
Company.
6. The biographies of the Directors offering themselves for
election or re-election are set out on pages 38 and 39 of the
Company’s annual report and financial statements for the
year ended 30 September 2025.
7. As at 26 November 2025, 36,143,690 ordinary shares of
25p each were in issue and 2,238,000 shares were held in
treasury. Therefore the total number of voting rights of the
Company as at 26 November 2025 was 33,905,690.
8. A copy of this Notice of Meeting, which includes details
of shareholder voting rights, together with any other
information as required under Section 311A of the Companies
Act 2006, is available from the website dedicated to the
Company: www.schroders.co.uk/ukmidcap.
9. Pursuant to Section 319A of the Companies Act 2006, the
Company must cause to be answered at the Annual General
Meeting any question relating to the business being dealt
with at the AGM which is put by a member attending the
meeting, except in certain circumstances, including if it is
undesirable in the interests of the Company or the good
order of the meeting that the question be answered or if to
do so would involve the disclosure of confidential information.
10. Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish a
statement on its website setting out any matter relating to:
a)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 Meeting; or (b) any circumstance connected with an
auditor of the Company ceasing to hold office since the last
AGM, that the members propose to raise at the Meeting.
The Company cannot require the members requesting the
publication to pay its expenses. Any statement placed on the
website must also be sent to the Company’s auditors no later
than the time it makes its statement available on the website.
The business which may be dealt with at the meeting includes
any statement that the Company has been required to publish
on its website.
11. Members satisfying the thresholds in section 338 of the
Companies Act 2006 may require the Company to give,
to members of the Company entitled to receive notice of
the Annual General Meeting, notice of a resolution which
those members intend to move (and which may properly
be moved) at the Annual General Meeting. A resolution may
properly be moved at the Annual General Meeting unless
(i) it would, if passed, be ineffective (whether by reason of
any inconsistency with any enactment or the Company’s
constitution or otherwise); (ii) it is defamatory of any person;
or (iii) it is frivolous or vexatious. A request made pursuant
to this right may be in hard copy or electronic form, must
identify the resolution of which notice is to be given, must
be authenticated by the person(s) making it and must be
received by the Company not later than six weeks before the
date of the Annual General Meeting.
12. Members satisfying the thresholds in section 338A of the
Companies Act 2006 may request the Company to include in
the business to be dealt with at the Annual General Meeting
any matter (other than a proposed resolution) which may
properly be included in the business at the Annual General
Meeting.
A matter may properly be included in the business at the
Annual General Meeting unless: (i) it is defamatory of any
person; or (ii) it is frivolous or vexatious. A request made
pursuant to this right may be in hard copy or electronic form,
must identify the matter to be included in the business, must
be accompanied by a statement setting out the grounds for
the request, must be authenticated by the person(s) making
it and must be received by the Company not later than six
weeks before the date of the Annual General Meeting.
13. The Company’s privacy policy is available on its website:
www.schroders.co.uk/ukmidcap. Shareholders can contact
Equiniti for details of how Equiniti processes their personal
information as part of the AGM.
14. If you hold your shares on a platform via a nominee, please
note that the Association of Investment Companies (“AIC”)
has provided helpful information on how to vote investment
company shares held on some of the major platforms. This
information can be found at www.theaic.co.uk/how-to-vote-
your-shares.
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Definitions of Terms and Alternative Performance Measures
Net asset value (“NAV”) per share
The NAV per share of 754.45p (2024: 702.60p) represents the net assets attributable to equity shareholders of £258,870,000 (2024:
£242,966,000) divided by the number of shares in issue, excluding any shares held in treasury, of 34,312,190 (2024: 34,581,190).
The change in the NAV amounted to 6.5% (2024: 13.6%) over the year. However, this performance measure excludes the positive
impact of dividends paid out by the Company during the year. When these dividends are factored into the calculation, the resulting
performance measure is termed the “total return”. Total return calculations and definitions are given below.
Total return*
Total return is the combined effect of any dividends paid, together with the rise or fall in the share price or NAV per share. Total return
statistics enable the investor to make performance comparisons between investment companies with different dividend policies. Any
dividends received by a shareholder are assumed to have been reinvested in either the assets of the Company at its NAV per share at
the time the shares were quoted ex-dividend (to calculate the NAV per share total return) or in additional shares of the Company (to
calculate the share price total return).
The share price total return for the year ended 30 September
2025 is calculated as follows:
Share price at 30/9/24 616.00p
Share price at 30/9/25 702.00p
Dividend
received XD date
NAV on
XD date Factor
Cumulative
Factor
15.50p 30/1/2025 608.00p 1.0255 1.0255
6.30p 10/7/2025 678.00p 1.0093 1.0350
Share price total return, being the closing share price,
multiplied by the factor, expressed as a percentage
change in the opening share price: 18.0%
The share price total return for the year ended 30 September
2024 is calculated as follows:
Opening Share price at 30/9/23 544.00p
Closing Share price at 30/9/24 616.00p
Dividend
received XD date
NAV on
XD date Factor
Cumulative
Factor
15.00p 15/2/2024 542.00p 1.0277 1.0277
6.00p 11/7/2024 632.00p 1.0095 1.0374
Share price total return, being the closing share price,
multiplied by the factor, expressed as a percentage
change in the opening share price: 17.5%
The terms and performance measures below are those commonly used by investment
companies to assess values, investment performance and operating costs. Numerical
calculations are given where relevant. Some of the financial measures below are classified
as APMs as defined by the European Securities and Markets Authority. Under this definition,
APMs include a financial measure of historical financial performance or financial position, other
than a financial measure defined or specified in the applicable financial reporting framework.
APMs have been marked with an asterisk (*).
The NAV total return for the year ended 30 September 2025 is
calculated as follows:
Opening NAV at 30/9/24 702.60p
Closing NAV at 30/9/25 754.45p
Dividend
received XD date
NAV on
XD date Factor
Cumulative
Factor
15.50p 30/1/2025 679.24p 1.0228 1.0228
6.30p 10/7/2025 732.56p 1.0086 1.0316
NAV total return, being the closing NAV, multiplied
by the factor, expressed as a percentage change
in the opening NAV: 10.8%
The NAV total return for the year ended 30 September 2024 is
calculated as follows:
Opening NAV at 30/9/23 618.32p
Closing NAV at 30/9/24 702.60p
Dividend
received XD date
NAV on
XD date Factor
Cumulative
Factor
15.00p 15/2/2024 625.90p 1.0240 1.0240
6.00p 11/7/2024 710.57p 1.0084 1.0326
NAV Total return, being the closing NAV, multiplied by the
factor, expressed as a percentage change in the opening
NAV: 17.3%
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Annualised total return*
The annualised total return is the compound annual rate of return
which equates to the total return as calculated above, for a period
of more than one year.
Benchmark
A measure against which the performance of an investment
company is compared, or against which it sets its objective.
The Company’s benchmark is the FTSE 250 (ex-Investment
Trust) Index.
Discount/premium*
The amount by which the share price of an investment trust is
lower (discount) or higher (premium) than the NAV per share. If
the shares are trading at a discount, investors would be paying
less than the value attributable to the shares by reference to
the underlying assets. A premium or discount is generally the
consequence of supply and demand for the shares on the stock
market. The discount of premium is expressed as a percentage of
the NAV per share.
The discount at the year end amounted to 7.0% (2024: 12.3%), as
the closing share price at 702.00p (2024: 616.00p) was lower than
the closing NAV of 754.45p (2024: 702.60p).
Gearing*
The gearing percentage reflects the amount of borrowings
(i.e. bank loans or overdrafts) which the Company has drawn
down and invested in the market. This figure is indicative of the
extra amount by which shareholders’ funds would move if the
Company’s investments were to rise or fall. Gearing is defined as:
borrowings used for investment purposes, less cash, expressed as
a percentage of net assets. The gearing figure at the relevant year
end is calculated as follows:
2025 2024
Borrowings used for investment purposes,
less cash 12,320 23,082
Net assets 258,870 242,966
Gearing 4.8% 9.5%
Leverage*
For the purpose of the Alternative Investment Fund Managers
(AIFM) Regulations, leverage is any method which increases the
Company’s exposure, including the borrowing of cash and the
use of derivatives. It is expressed as the ratio of the Company’s
exposure to its net asset value and is required to be calculated
both on a “Gross” and a “Commitment” method. Under the Gross
method, exposure represents the sum of the absolute values of
all positions, so as to give an indication of overall exposure. Under
the Commitment method, exposure is calculated in a similar way,
but after netting off hedges which satisfy certain strict criteria.
Ongoing Charges*
Ongoing Charges is calculated in accordance with the AIC’s
recommended methodology and represents the management
fee and all other operating expenses excluding finance costs and
transaction costs, amounting to £2,203,000 (2024: £2,388,000),
expressed as a percentage of the average daily net asset values
during the period of £238.6million (2024: £227.5million).
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Information about the Company
Web pages and share price information
The Company has dedicated web pages, which may be found
at www.schroders.co.uk/ukmidcap. The web pages are the
Company’s primary method of electronic communication with
shareholders. They contain details of the Company’s share
price and copies of the annual report and financial statements
and other documents published by the Company as well as
information on the Directors, Terms of Reference of committees
and other governance arrangements. In addition, the web pages
contain links to announcements made by the Company to the
market and Schroders’ website. There is also a section entitled
“How to Invest”.
The Company releases its NAV per share on both a cum and
ex-income basis to the market on a daily basis.
Share price information may also be found in the Financial Times
and on the Company’s web pages.
Association of Investment Companies
The Company is a member of the Association of Investment
Companies. Further information on the Association can be found
on its website: www.theaic.co.uk.
Individual Savings Account (“ISA”) status
The Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its affairs so that its shares can
be recommended by independent financial advisers to ordinary
retail investors in accordance with the FCA’s rules in relation to
non-mainstream investment products and intends to continue
to do so for the foreseeable future. The Company’s shares
are excluded from the FCA’s restrictions which apply to non-
mainstream investment products because they are shares in an
investment trust.
Financial calendar
Annual General Meeting February/March
Final dividend paid February/March
Half year results announced May/June
Interim dividend paid August
Financial year end 30 September
Annual results announced November/December
Alternative Investment Fund Managers
Directive (AIFMD) disclosures
The UK AIFMD, as transposed into the FCA Handbook in the
UK, requires that certain pre-investment information be made
available to investors in Alternative Investment Funds (such as the
Company) and also that certain regular and periodic disclosures
are made. This information and these disclosures may be found
either below, elsewhere in this annual report, or in the Company’s
UK AIFMD information disclosure document published on the
Company’s web pages.
Leverage
The Company’s leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFMD are
published on the Company’s web pages and within this report.
A description of leverage can be found on page 83. The Company
is also required to periodically publish its actual leverage
exposures. As at 30 September 2025 these were:
% of net asset value
Leverage exposure Maximum Actual
Gross method 200.0 104.3
Commitment method 200.0 108.6
Illiquid assets
As at the date of this report, none of the Company’s assets are
subject to special arrangements arising from their illiquid nature.
Remuneration disclosures
Quantitative remuneration disclosures to be made in this annual
report in accordance with FCA Handbook rule FUND3.3.5 may be
found in the Company’s AIFMD information disclosure document
published on the Company’s web pages.
Publication of Key Information Document
(KID) by the AIFM
KIDs are designed to provide certain prescribed information
to retail investors, including details of potential returns under
different performance scenarios and a risk/reward indicator. The
Company’s KID is available on its web page.
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
How to invest
There are a number of ways to easily invest in
the Company. The Manager has set these out at
www.schroders.com/invest-in-a-trust/.
Warning to shareholders
Companies are aware that their shareholders have received
unsolicited telephone calls or correspondence concerning
investment matters. These are typically from overseas-based
‘brokers’ who target UK shareholders, offering to sell them what
often turn out to be worthless or high risk shares or investments.
These operations are commonly known as ‘boiler rooms’. These
‘brokers’ can be very persistent and extremely persuasive.
Shareholders are advised to be wary of any unsolicited advice,
offers to buy shares at a discount or offers of free company
reports.
If you receive any unsolicited investment advice:
• Make sure you get the correct name of the person and
organisation.
• Check that they are properly authorised by the FCA before
getting involved by visiting https://register.fca.org.uk.
• Report the matter to the FCA by calling 0800 111 6768
or visiting https://fca.org.uk/consumers/report-scam-
unauthorised-firm.
• Do not deal with any firm that you are unsure about.
If you deal with an unauthorised firm, you will not be eligible
to receive payment under the Financial Services Compensation
Scheme.
The FCA provides a list of unauthorised firms of which it is aware,
which can be accessed at https://fca.org.uk/consumers/warning-
list-unauthorised-firms#list.
More detailed information on this or similar activity can be found
on the FCA website at https://fca.org.uk/consumers/protect-
yourself-scams.
Dividends
Paying dividends into a bank or building society account helps
reduce the risk of fraud and will provide you with quicker access
to your funds than payment by cheque.
Applications for an electronic mandate can be made by contacting
the Registrar, Equiniti. This is the most secure and efficient
method of payment and ensures that you receive any dividends
promptly.
If you do not have a UK bank or building society account, please
contact Equiniti for details of their overseas payment service.
Further information can be found at www.shareview.co.uk,
including how to register with Shareview Portfolio and manage
your shareholding online.
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
www.schroders.co.uk/midcap
Directors
Harry Morley (Chair)
Wendy Colquhoun
Richard Curling
Helen Galbraith
Registered office
9 Haymarket Square
Edinburgh
Scotland EH3 8FY
Advisers and service providers
Alternative Investment Fund Manager (the “Manager”
or “AIFM”)
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager and Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Telephone: 020 7658 6000
Email: amcompanysecretary@schroders.com
Depositary and custodian
J.P. Morgan Europe Limited
1
25 Bank Street
London E14 5JP
Lending bank
Bank of Nova Scotia
201 Bishopsgate
London EC2M 3NS
Corporate broker
Panmure Liberum Ltd
25 Ropemaker Street
London EC2Y 9LY
1
With effect from 3 October 2025, J.P. Morgan were appointed to provide
depositary and custodian services to the Company.
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline: +44 (0) 800 384 0641*
Website: www.shareview.co.uk
*Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any notifications and enquiries relating
to shareholdings, including a change of address or other
amendment should be directed to Equiniti Limited at the above
address and telephone number.
Independent auditor
BDO LLP
55 Baker Street
London W1U 7EU
AIFM Directive disclosures
Certain pre-sale, regular and periodic disclosures required by
the Alternative Investment Fund Managers (“AIFM”) Directive may
be found on its web page required under the AIFM Directive are
published on its web pages.
Other information
Company number
SC082551
Dealing codes
ISIN: GB0006108418 SEDOL: 0610841
Ticker: SCP
Global Intermediary Identification Number (GIIN)
9GN3DU.99999.SL.826
Legal Entity Identifier (LEI)
549300SOEWCYZTK2SP87
Privacy notice
The Company’s privacy notice is available on its web pages.
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Warning to shareholders
Companies are aware that their shareholders have received unsolicited telephone calls or correspondence concerning investment
matters. These are typically from overseas-based ‘brokers’ who target UK shareholders, offering to sell them what often turn out to
be worthless or high risk shares or investments.
These operations are commonly known as boiler rooms. These ‘brokers’ can be very persistent and extremely persuasive.
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.
If you receive any unsolicited investment advice:
• Make sure you get the correct name of the person and organisation
• Check that they are properly authorised by the FCA before getting involved by visiting https://register.fca.org.uk
• Report the matter to the FCA by calling 0800 111 6768 or visiting fca.org.uk/consumers/report-scam-unauthorised-firm
• Do not deal with any firm that you are unsure about.
If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation
Scheme.
The FCA provides a list of unauthorised firms of which it is aware, which can be accessed at fca.org.uk/consumers/
unauthorisedfirmsindividualslist.
More detailed information on this or similar activity can be found on the FCA website at fca.org.uk/consumers/protect-yourself-scams.
Risk Disclosures
Capital erosion Where fees are charged to capital instead of income, or a fixed distribution amount is paid regardless of
the Company’s performance, there is the potential that performance or capital value may be eroded.
Concentration risk The Company may be concentrated in a limited number of geographical regions, industry sectors,
markets and/or individual positions. This may result in large changes in the value of the Company, both up
or down.
Counterparty risk The fund may have contractual agreements with counterparties. If a counterparty is unable to fulfil their
obligations, the sum that they owe to the fund may be lost in part or in whole.
Gearing risk The Company may borrow money to make further investments, this is known as gearing. Gearing will
increase returns if the value of the investments purchased increase by more than the cost of borrowing,
or reduce returns if they fail to do so. In falling markets, the whole of the value in such investments could
be lost, which would result in losses to the Company.
Liquidity risk The price of shares in the Company is determined by market supply and demand, and this may be
different to the net asset value of the Company. In difficult market conditions, investors may not be able
to find a buyer for their shares or may not get back the amount that they originally invested. Certain
investments of the Company, in particular the unquoted investments, may be less liquid and more difficult
to value. In difficult market conditions, the Company may not be able to sell an investment for full value or
at all and this could affect performance of the Company.
Market risk The value of investments can go up and down and an investor may not get back the amount initially
invested.
Operational risk Operational processes, including those related to the safekeeping of assets, may fail. This may result in
losses to the Company.
Performance risk Investment objectives express an intended result but there is no guarantee that such a result will be
achieved. Depending on market conditions and the macro economic environment, investment objectives
may become more difficult to achieve.
Share price risk The price of shares in the Company is determined by market supply and demand, and this may be
different to the net asset value of the Company. This means the price may be volatile, meaning the price
may go up and down to a greater extent in response to changes in demand.
Smaller companies risk Smaller companies generally carry greater liquidity risk than larger companies, meaning they are harder
to buy and sell, and they may also fluctuate in value to a greater extent.
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
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Schroder UK Mid Cap Fund plc Annual Report and Financial Statements 2025
Schroder UK Mid Cap Trust plc
|
Annual Report and Financial Statements 2025
Important information: This document is intended to be for information purposes
only and it is not intended as promotional material in any respect. The material
is not intended as an offer or solicitation for the purchase or sale of any financial
instrument. The material is not intended to provide, and should not be relied on for,
accounting, legal or tax advice, or investment recommendations. Information herein
is believed to be reliable but Schroders does not warrant its completeness or accuracy.
No responsibility can be accepted for errors of fact or opinion. Reliance should not
be placed on the views and information in the document when taking individual
investment and/or strategic decisions. Past performance is not a reliable indicator of
future results, prices of shares and the income from them may fall as well as rise and
investors may not get back the amount originally invested. Schroders has expressed
its own views in this document and these may change. Issued by Schroder Investment
Management Limited, 1 London Wall Place, London EC2Y 5AU, which is authorised and
regulated by the Financial Conduct Authority. For your security, communications may
be taped or monitored.
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
@schroders
schroders.com